CATALYST 24 Terms of Service
These terms of service (“Terms”) form a contract between you and CATALYST 24, Inc (“CATALYST 24”) that governs your access and use of the CATALYST 24 Services (as defined below in Section 1B). By using any of the CATALYST 24 Services, you agree to be bound by these Terms. If you are using the CATALYST 24 Services on behalf of an organization, you are agreeing to these Terms for that organization and representing to CATALYST 24 that you have the authority to bind that organization to these Terms (in which event, “you” or “Merchant” will refer to the organization). You may use the CATALYST 24 Services only in compliance with these Terms and only if you have the power and right to form a contract with CATALYST 24. IF YOU DO NOT OR CANNOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE CATALYST 24 SERVICES.
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1. ACCOUNTS, CATALYST 24 SERVICES, AND POLICIES.
A. Accounts. In order to create an account with CATALYST 24, you will provide CATALYST 24 with identifying information, a password, company information and information about your products (“Registration Information”). You agree that you will provide accurate Registration Information and will promptly update such Registration Information as necessary, but in no event later than 30 days after any applicable change. Upon CATALYST 24 acceptance of your request to register for an account (“Account”), you will be sent validation and activation instructions. Access to, and use of, the Account is restricted to authorized users only. You agree not to share your password(s), Account information, or Account access information. You are responsible for maintaining the confidentiality of password(s) and Account information, and you are responsible for all activities that occur under your password(s) or Account(s) or as a result of your access to the Account(s). You agree to notify CATALYST 24 immediately of any unauthorized use of your Account. CATALYST 24 shall not be liable for any unauthorized use of your Account. Through your Account you can select CATALYST 24 Services. For purposes of these Terms, “Good Standing” means that the Account has a positive balance and that you are not be in breach of these Terms or Policies.
B. CATALYST 24 Services. Subject to your compliance with these Terms and the Policies (as defined below in Section 1(c)), CATALYST 24 shall perform the CATALYST 24 Services as selected and authorized by you in your Account. For purposes of these Terms, “CATALYST 24 Services” means the CATALYST 24 products and services and any other features, software, technologies and/or functionalities offered by CATALYST 24 and ordered by you through your Account. You may order CATALYST 24 Services through your Account (“CATALYST 24 Services Orders”). All CATALYST 24 Services Orders are deemed incorporated into, and governed by, these Terms. By using the CATALYST 24 Services, you acknowledge and agree that CATALYST 24 is a broker of third-party warehouse and shipping services. CATALYST 24 helps you accept shipments from, and make shipments to, third parties. CATALYST 24 is an independent contractor for all purposes. CATALYST 24 acts as your agent only with respect to the custody of your merchandise.
C. Customer Policies and Use of CATALYST 24 Services. CATALYST 24 has defined policies that govern your use of the CATALYST 24 Services (“Policies”). The Policies are linked below and are hereby incorporated by reference. In the event of any conflict or inconsistency between these Terms and any of the Policies, these Terms shall control. Your breach of any of these Terms or the Policies shall excuse CATALYST 24’s performance of the applicable CATALYST 24 Service.
The Acceptable Use Policy covers all shipments made from CATALYST 24 facilities or on CATALYST 24 shipping accounts whether through a user’s own web site, the CATALYST 24 application, any online marketplace, or any other forum.
CATALYST 24 reserves the right to take preventative or corrective actions to protect itself and its users at any time. Any user violating this policy voids any implied or express warranties and violates the CATALYST 24 Terms of Service. Violating this policy may also result in temporary or permanent limitation of a user’s account, a held account, termination of an account with 30 days’ notice, or immediate termination. This includes the inability to ship merchandise, to remove financial information from an account, and for users to close their accounts as a way of evading the policy. Additionally, users whose accounts are permanently limited for violating this policy are barred from future use of CATALYST 24 and its services, and such users are not permitted to directly or indirectly open new or additional CATALYST 24 accounts on behalf of themselves or others. Please note, additional information on held accounts and termination is provided in the Support section of this site. If you encounter violations of this policy, please report them to CATALYST 24 immediately.
Please note that carriers and insurance, and specific product destinations, may have additional limitations, prohibitions or fees beyond those of CATALYST 24, for which the user is solely responsible.
These are the types of products that, for everyone’s safety, CATALYST 24 simply cannot handle:
Conditional use products
For the following types of products, the user must obtain written approval from CATALYST 24 prior to sending product to any CATALYST 24 location. These types of products have unique characteristics that require special attention or limitations of service by CATALYST 24, and will require the user to sign a product-specific addendum to the CATALYST 24 Terms of Service before they can be processed.
CATALYST 24 is not responsible for any processing delays or costs associated with a failure to obtain approval in advance for the following:
The information we learn from customers helps us personalize and continually improve your shipping experience at CATALYST 24.com. Here are the types of information we gather.
Information about our customers is an important part of our business, and we are not in the business of selling it to others. We share customer information only as described below.
We reveal only the last five digits of your credit card numbers when confirming a shipment. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing. It is important for you to protect against unauthorized access to your password and to your computer. Be sure to sign off when finished using a shared computer.
CATALYST 24.com gives you access to a broad range of information about your account and your interactions with CATALYST 24.com for the limited purpose of viewing and, in certain cases, updating that information.
If you are under 18, you may use CATALYST 24.com only with the involvement of a parent or guardian.
This inbound goods policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
Before sending products to CATALYST 24 please familiarize yourself with this Policy.
1. Requirements for Standard Receiving
1.1. CATALYST 24 has established receiving requirements. If these requirements are not met, you may incur additional fees from CATALYST 24, as set forth below. A Standard Receiving is one where:
a. Each shipping label associated with a receiving has a properly formatted shipping address, including an Advanced Shipping Notification Number (ASN#). Each parcel, pallet and container (piece) associated with a receiving must be legibly and durably labeled with the shipping address and ASN #.
b. Each tracking number will only reference 1 ASN (1 ASN may have multiple tracking numbers).
c. All ASN numbers are less than 3 weeks (15 business days) old.
d. For each ASN #, the actual quantities arriving at the warehouse matches the reported quantities.
e. The received product dimensions and weights match what was reported in the CATALYST 24 account.
f. If you sent 8 or more pallets to CATALYST 24 on one ASN #, then you properly scheduled a delivery window before the inventory arrives at the warehouse.
g. Inventory is properly packaged with proper labels on the packaging. Each individual item of Inventory has clear product labels corresponding with Product ID (SKU) in your Account. You must comply with all labeling guidelines before sending inventory to CATALYST 24. A Standard receiving involves inventory that is correctly labeled, palleted and marked before it arrives at the warehouse. You must comply with all applicable local, state and federal laws, including those governing packing, marking and labeling for all shipments.
h. Inventory received is cleanly organized, boxed and/or stacked. SKUs are packaged together, unmixed (no mixed SKU cartons).
i. CATALYST 24 cannot be the Importer of Record for your merchandise. CATALYST 24 is not liable for any duties, customs or fees related to the inventory. Shipments must be free and clear of all duties and fees BEFORE arriving at CATALYST 24. You must be the ultimate consignee, and take responsibility for your merchandise clearing any customs, government or carrier inspections. You must have the requisite tax ID’s and business registrations for your inventory required by Customs local to the warehouse inventory is being sent to.
k. If merchandise arrives at CATALYST 24, and customs, duties or fees are applicable to the shipment, these fees will be billed to your Account, along with a processing fee. Inventory may be held from outbound shipment until applicable fees are paid. If notice of fees is determined at a later date, all penalties and holds will be immediate and retroactive.
k. Palleted Inventory. Inbound Parcels (Carton / Master Pack) weighing more than 70 lbs or Greater than 120 inches in Length and Girth must be delivered on a pallet. Pallet weight must be limited to 2000 lbs. Pallets must be no more than 56 inches. The skid or base will be included in the gross weight of the piece and must be furnished by you or additional charges may apply to pallet/skid your inventory.
1.2. Receivings that do not meet the above-stated criteria will be classified as “Non-Standard.” CATALYST 24 may require Special Projects for Non-Standard receiving, receiving delays to make the receiving Standard, and Non-Standard receiving fees. For inventory in substantial deviation from a Standard receiving, CATALYST 24 may, in its sole discretion simply refuse or return any inbound shipment, at your cost, and shall not be liable or responsible for any cost, expense, loss, injury, misconsignment, or damage of any nature to, or related to, such refused goods.
1.3. CATALYST 24 shall not be responsible for segregating inventory by production code date. If this is required, we recommend you create a unique SKU for each production. Use of lot control tracking is subject to conditional approval prior to the arrival of the first unit and may incur additional fees.
1.4. It is your responsibility to ensure CATALYST 24 is notified of incoming inventory from the appropriate Account, and to send orders to the appropriate Account. If inventory is incorrectly sent to the wrong Account, your sole remedy is to submit an order for inventory in the first Account, and notify CATALYST 24 of incoming inventory in the second Account, and pay all corresponding fees in both Accounts. CATALYST 24 is not responsible for issues related to a business using multiple CATALYST 24 Accounts.
1.5. For projects related to receiving goods please see the Projects Policy.
Please familiarize yourself with billing, payments and receiving deposits in general.
2.1.There is a base cost to receive inventory into the warehouses (”Set-up Fee”). In the event that there are additional fees associated with Non-Standard receiving, these fees shall be in addition to the Set-up Fee. While not specifically called out in our pricing, Set-up Fees are generally included with our standard per item outbound handling piece fees. CATALYST 24, at its sole discretion, may require a Set-up Fee and deposit to cover inventory arriving to or in the warehouse.
2.2. Volume usage of CATALYST 24 may result in a requirement of a receiving security deposit to fund your Account and initially receive inventory. This is a deposit of funds only and not a receiving fee. This deposit will be applied to your Account as you use our services to ensure adequate funds available to cover the base cost to receive the associated inventory. Deposits are held in your CATALYST 24 Account and available to pay for CATALYST 24 Services.
3. Receiving Accuracy & Disclaimers:
Accurate Inventory counts are extremely important to maintaining billing accuracy as well as ensuring order processing is not delayed.
3.1. CATALYST 24 receiving process may audit case pack quantities for one case per SKU, and extrapolate the total units quantity received. CATALYST 24 will verify quantities using the external marketings on cases. Concealed variances often cannot be identified. Any variance in case pack quantities must be explicitly labeled on the outside of the case. CATALYST 24 inventory counts are not audited or certified accurate.
3.2. CATALYST 24 does not audit for accuracy product dimensions and/or weights. CATALYST 24 will typically validate product weights and dimensions the first time that product is received at a warehouse only. After first receipt, CATALYST 24 may “spot audit” reported product characteristics for accuracy. CATALYST 24 specifically disclaims responsibility for the accuracy of product attributes (weight and dimensions) being entered into the CATALYST 24 system by customers.
3.3. In the case of master cartons and receiving in B2B quantities, where a unit represents multiple individual units bundled together, absent a Project requesting inspection, CATALYST 24 does not audit for accuracy that any specific number of individual units are correctly represented. If you would like CATALYST 24 to audit inbound receiving item counts, inventory levels or product attributes (weight and dimensions) for inventory being received, in storage or as packaged for shipment a separate Service Fee must be paid.
3.4. Should an inventory discrepancy be found, CATALYST 24’s responsibility is limited to updating the CATALYST 24 Account inventory levels to match the discovered actual inventory levels. Inventory insurance is made available for Merchants that would like insure their inventory while held in CATALYST 24 warehouses. Losses on inventory must be submitted as a claim against Inventory Insurance.
3.5. Account owner is responsible for product attribute accuracy. Account owner will provide CATALYST 24 with information concerning the stored inventory which is accurate, complete and sufficient to allow CATALYST 24 to comply with all laws and regulations concerning the storage, handling and transporting of the stored inventory.
3.6. Fragile, adult, dangerous and perishable products are unacceptable. Please see the CATALYST 24 Acceptable Use Policy for guidance. CATALYST 24 may, in its sole discretion, determine that an unacceptable product is Conditionally Acceptable on a merchant by merchant basis, with additional terms agreed to between CATALYST 24 and Merchant. You must provide advance notice of fragile, adult, dangerous and perishable product BEFORE it arrives at the warehouse. Fragile Items must pass a 4 foot drop test. See Acceptable Use Policy for information related to dangerous and perishable products including lithium batteries. Merchants that fail to obtain approval prior to shipping products to CATALYST 24 are subject to holds, fees and may have their account suspended. Shipments must be prepared or packed to ensure safe carriage with ordinary care in handling. Fragile and Hazardous goods must be identified. Should CATALYST 24 be required to provide additional paperwork or information to ship one or more of your packages, additional time and fees may apply.
4. Arranging Your Own Freight
4.1. CATALYST 24 can provide assistance with inbound freight, by putting you in touch with certified partner carriers or forwarders. Please be advised that CATALYST 24 is not responsible for any delays or fees including, but not limited to, demurrage, detention, wait time, or re-delivery fees.
4.2. CATALYST 24 provides partially integrated services for the use of Freight (LTL or Full Truckload) services. CATALYST 24 can provide assistance with Third Party Billed freight with prior approval. Additional handling charges and minimums will be applied to your account. Please be advised that CATALYST 24 is not responsible for delays or fees and any freight and/or shipping charges billed back to CATALYST 24 will be added to your account with an administration fee.
4.3. To drop off or pick up inventory at CATALYST 24 facilities, carriers must meet these minimum requirements:
This storage and shipment of goods policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
1. Limited Access to Inventory
1.1. Once inventory is received by CATALYST 24, such inventory is unavailable for inspection, exchange or pickup without an outbound shipment including handling fees.
1.2. You can not drop off or pick up inventory at CATALYST 24 warehouses in person. Please see Receiving Policies discussing freight carriers.
1.3. If you are not on a Consierge CATALYST 24 plan, submitting a large order for shipping may require you to upgrade your plan accordingly. All plans have a limited set of shipping options available.
1.4. CATALYST 24 can without notice move the goods within a warehouse and between warehouses. Notice will be provided before warehouse inventory moves between states or countries.
1.5. You are not permitted to visit any CATALYST 24 warehouse, they are secured facilities and not open to the public.
2. Defective Inventory or Packaging; Obsolescence; Disposal
2.1. Prior to sending any quantity of merchandise to CATALYST 24, we strongly recommend you (i) check product and packaging for shippability, (ii) send a small sample to CATALYST 24, and ship it back to yourself, to confirm “shippability” and (iii) purchase adequate insurance to protect your goods during transit and storage (see Inventory Insurance in our Merchant Protection Policy).
2.2. We reserve the right to refuse, dispose of and/or return at your cost any inventory we deem unfit, dangerous, requiring special attention, or otherwise interfering with our normal operations. You are also liable for any additional labor and materials needed to handle defective product or packaging.
2.3. If you provide pre-packaged inventory, we may determine your packaging to be insufficient for shipping, and an outside box required. At our discretion, we may offer an outside box and packaging solution for an additional fee, or we may return the inventory to you at your cost.
2.4. Disposal of your merchandise may be subject to additional handling and fees. Generally with respect to the cost of handling, the merchandise will be handled as a normal outbound order. However, damaged inventory, inventory requiring inspection or inventory that needs to be deconstructed prior to disposal (e.g removing batteries) may incur additional handling charges. Any disposal order will incur charges to cover a waste removal charge. Certified disposal is not recommended but can be arranged via a project if necessary. CATALYST 24 at it’s discretion may refuse to accept a disposal order. A sufficient available balance is needed to cover the cost of handling plus any additional fees. Storage fees will be required until all items are disposed of or shipped out.
3. Having CATALYST 24 Ship On Your Behalf
3.1. Application of Rates and Charges
3.1.1. Basis. Rates and service quotations are estimates and will be based upon the information provided by you, but final rates and service may vary based upon the shipment actually tendered. Charges will be assessed at the rates effective the day the shipment is processed for fulfillment. Due to potential delays beyond the control of CATALYST 24 in the discovery of errors CATALYST 24 reserves the right to retroactively assess or adjust fees, and to make certain aspects of an Account not editable at CATALYST 24’s discretion in order to avoid further errors.
3.1.2. Billable Weight (Dim Weight). The costs to transport goods are dependent upon carrier space and weight limitations and carrier dimensional weight policies. Thus, bulky shipments requiring considerable space are often charged a dimensional weight.
At CATALYST 24, each shipment tendered to us is charged according to the actual weight or the dimensional weight, whichever is greater. Dimensional weight is computed by taking the cube of the exterior dimensions of the shipping carton (Length x Width X Height) / Dim Factor. Differently carriers and services use different dim factors and may change these from time to time. CATALYST 24 will compute the dimensional weight for each carton based on the carrier terms and conditions in place at the time the order is tendered for processing. Actual Weight is calculated by taking the product weights + carton tare weight (this is the empty container weight) + void fill weight. Billable weight is the greater of the Dimensional weight or Actual weight and rounded UP to the next billable weight break (typically the next ouch, lb, gram or kg) for that carrier and service. Some carriers treat multiple cartons tendered on the same day as a shipment others treat each carton individually.
3.1.3. Additional Fees. Fees related to Customs and security, failed pickup or delivery, returns, labor and waiting time, and reconsignment, may be assessed and these additional charges and may incur additional transit day(s). CATALYST 24 further reserves the right to bill additional fees, along with CATALYST 24 administrative fees, for address corrections and other carrier adjustments that are billed to CATALYST 24 by transportation carriers and agencies.
3.1.4. Third Party Parcel Carrier. CATALYST 24 offers a service to ship order(s) on a third party shipping Account (“third party parcel carrier” shipment). When using a third party carrier in conjunction with CATALYST 24 services, you shall be responsible for any associated fees billed to CATALYST 24. CATALYST 24 shall not be responsible for determining if fees are correct, delivering messages between the carrier and yourself, or otherwise acting as an intermediary. If an invoice arrives at CATALYST 24, for fees applicable to your shipment, these fees will be billed to your Account along with discretionary fines. If notice of fees is determined at a later date, all penalties and holds will be immediate and retroactive. CATALYST 24 specifically disclaims any liability for third party carrier fees.
3.1.5. Ancillary, Brokerage, Fuel and Beyond Charges. A shipment that originates from, or is destined to, a rural location or a location distant from a commercial center may be assessed additional charges and may incur additional transit day(s). Known surcharges like Fuel surcharge and Delivery Area surcharges will typically be included at the time of shipment. Some surcharges and fees are not known until after delivery has been made, (e.g. wait time, additional delivery attempts, redirect fee’s, address correction fees). you are responsible for any invoiced surcharge or fee for shipments from your account. CATALYST 24 may bill these charges in arrears without additional notice.
3.1.6. Product Descriptions, dimensions and weights. When you input new product SKUs into CATALYST 24 you must enter accurate weight and product dimensions. If your weight or dimensions are smaller than the actual product, CATALYST 24 shipping estimates will be low and when the actual shipping price is incurred by the carrier your Account will be back-billed the difference. If your shipping weights and dimensions are greater than the actual product, CATALYST 24 will overpay the postage and the carrier will not notify CATALYST 24 or you of the overpayment. CATALYST 24 will not be responsible for refunds for overpayment of carrier fees due to erroneous product weight or dimensions. If you do not know your exact product weight and dimensions please request a Service Upgrade to measure your inventory for weight and dimensions. All shipping costs quoted are estimates until billed by carriers. CATALYST 24 reserves the right to edit dimensions and weight at its discretion to reflect actual packing requirements.
3.1.7. Shippable Addresses. You are responsible for the accuracy and deliverability of order shipping addresses. CATALYST 24 may, at its discretion, verify some order shipping addresses, but this is not a replacement for merchant address diligence and verification. If CATALYST 24 provides an order shipping estimate on the basis of an address later discovered to be inaccurate or incomplete, the merchant is responsible for any applicable address correction fees, or for any difference in shipping cost due to differences between the merchant-provided address and the actual address. Examples of discrepancies for which the merchant may be responsible include, but are not limited to, incomplete addresses, commercial/residential address status, and rural address status.
3.1.8. International Shipping. CATALYST 24 offers International shipping from most warehouses on a best efforts basis. CATALYST 24 reserves the right to charge additional item, international documentation or per shipment handling fees for any international shipment, CATALYST 24 will make best efforts to display these in shipping estimate. CATALYST 24 offers International shipping on a “best efforts” basis because we can not guarantee delivery due to the unknowns involved with cross-border shipping. Customs and Customs agents can delay, refuse to process, assess brokerage, lose or impose unanticipated customs, tax or duties to international shipments at their discretion. Even perfectly documented shipments can be returned to the warehouse with no reasons indicated. Whenever possible you should avoid the unknowns and extra costs of international shipping by using our local warehouses to ship locally. CATALYST 24 will not refund or guarantee an international shipment that was lost or returned. We recommend that all international shipments be tracked and insured. REMEMBER IT IS YOUR RESPONSIBILITY TO PROTECT YOURSELF FROM INTERNATIONAL FRAUD. IT IS YOUR RESPONSIBILITY TO PAY ALL FEES RELATED TO ORDERS WHETHER THE ORDER IS FRAUDULENT OR THE PRODUCT IS DELIVERED OR NOT.
3.1.9. International Returns. International shipments that are not delivered are often returned by the carrier and assessed return shipping, brokerage and returns processing carrier fees. These fees assessed by the carriers are billed through to merchants, often without notice. CATALYST 24 strives to work with merchants to circumvent International returns or abandon inventory at the merchant’s request; however, this is done on a best efforts basis and CATALYST 24 reserves the right to access administration fees.
3.1.10. International CDT. Customs, Duties and Taxes (“CDT”) on any international shipment charged by the carrier are the responsibility of the merchant and will be charged back to the merchant regardless of whether they were or were not in the initial shipping estimate, or whether the order was or was not delivered.
3.1.11. Shipping Quotations are Estimates Only. Quotations as to shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums or other charges given during your use of CATALYST 24 Services are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon us. Quotations accepted through CATALYST 24 Services’ online interfaces and APIs are estimates based on the information you have supplied. Your final shipping charge may differ based on carrier shipping prices, the actual characteristics of your product, the delivery address, and services requested during the normal course of delivery. CATALYST 24 specifically disclaims liability for any shipping rate errors due to information you have supplied, such as dimensions and weights you have entered into our system. CATALYST 24 disclaims liability for any shipping rate errors due to failures in communication with shipping carriers that are outside of CATALYST 24’s control.
3.2. Computation of Days. Unless otherwise provided, in computing time in days, business days will be used.
3.3. Conditions of Transportation. Except as otherwise provided for in our Terms of Service, we assume no obligation to commence or complete transportation of a shipment within any specific period. CATALYST 24 will determine the routing of any shipment not routed by you, including the mode of transportation used, and may use air transportation, ground transportation, ocean transportation or any combination thereof in providing shipping services. CATALYST 24 reserves the right to divert any shipment (including use of other carriers) in order to facilitate its delivery. The carriage charges for a shipment will be based on the corresponding rates scale, calculated using the origin to destination, plus the addition of all applicable additional charges. CATALYST 24 shall not be liable for delays in obtaining and loading cars, trailers or other containers for outbound shipment. Warehouse shall have a reasonable time to make delivery after inventory is shipped out and shall have a minimum of 10 business days after receipt of a delivery order in which to locate any misplaced inventory.
3.3.1. All instructions and requests for delivery of inventory or transfer of title are received subject to satisfaction of all charges, liens and security interests of CATALYST 24 with respect to the inventory whether for accrued charges, unpaid fees, or advances or otherwise.
3.4. Superior Interests. CATALYST 24 may require, as a condition precedent to delivery, a statement from you holding CATALYST 24 harmless from claims of others asserting a superior right to you to possession of the inventory. Nothing herein shall preclude CATALYST 24 from exercising any other remedy available to it under the law to resolve conflicting claims to possession of the inventory.
3.5. Undeliverable Shipments/Returns. CATALYST 24 can only receive merchandise with a proper ASN # or RMA # attached. Merchandise returned directly to CATALYST 24 without a proper ASN # or RMA # will either be refused or discarded without notice to Account holder. In the case of an undeliverable shipment being returned to the warehouse, CATALYST 24 will attempt to trace the return to it’s order and process as a return. It is your responsibility to submit deliverable orders, and to ensure returns are handled properly. Further, you agree that the condition of a return is subjective, and that CATALYST 24 is in no way liable for inspection, or for storing, handling, disposing of, or re-shipping returns that appear damaged.
3.6. Premium and Oversized Packaging. CATALYST 24 provides basic packaging included with the item cost of each outbound shipments, packaging availability varies by the warehouse. Free packaging is detailed in the support center and can change without notice. Inventory that does not require CATALYST 24 packaging does not result in a credit. Shipments requiring packaging that is not included free may result in a Premium or Oversized Package charge or back billed on a per order basis.
3.8. Orders at warehouse can not be cancelled. Orders are no longer editable or cancelable when they are submitted to a warehouse. It is your responsibility to manage orders, and hold, edit or cancel orders prior to submission to a warehouse. If CATALYST 24, at its sole discretion, attempts to edit or cancel an order on your behalf after submission to a warehouse, this effort is done on a best effort basis, may incur an additional fee, and may result in the order being reported canceled but still shipping out. CATALYST 24 reserves the right to edit dimensions and weight at its discretion, in an effort to ensure accurate shipping fees. CATALYST 24 is only a broker of outbound shipping services. Third parties that handle outbound shipping are independent of CATALYST 24. CATALYST 24 is in no way liable for outbound shipping other than as outlined in our Service Levels.
4. Submitting Orders from E-commerce Tools
CATALYST 24, developers and third-parties may offer connections to the CATALYST 24 API and software interfaces via third-party applications and Web services (“Connections” or “Sell Tools”) as a convenience for our merchants. It is your responsibility to test the interface between CATALYST 24 and Sell Tools. We recommend you test early and often. CATALYST 24 is not responsible for translation issues, held orders, or any other issues related to communication with Connections. In addition to strongly recommending frequent testing, CATALYST 24 also provides the ability for transmitted orders to be held before being sent to the warehouse. It is your responsibility to investigate all these features, set them up properly, do any testing, and inquire with CATALYST 24 about any questions or concerns BEFORE going live with your online store. Please be responsible and test in small batches or individual orders. CATALYST 24 is not responsible for e-commerce tool order submission errors or order cleanup.
This accounts policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
To stop being billed by CATALYST 24 for storage you must not have any active inventory (including damaged or returned inventory) in any CATALYST 24 warehouse. Fees are only assessed on products/SKUs with active inventory. If you have active inventory in a warehouse and wish to stop being billed, please outship your inventory.
Accounts in good standing with no active inventory can access your Account history or reactivate your Account.
CATALYST 24 may terminate your Account. CATALYST 24 may put your Account on hold.
1. Stopping CATALYST 24 Billing and Closing Account
1.1. How to Stop CATALYST 24 billing. Deplete (outship or dispose) all your inventory and your monthly fee will automatically turn off. Your Account will remain available to you at no charge, unless you request additional services.
1.2. Limitations on Stopping Billing of Monthly Fees. Your monthly fee will continue as long as you have one or more SKU’s active in a CATALYST 24 warehouse. If inventory remains in your Account (including returned shipments), and you wish to stop your monthly fee, you must ship the inventory to yourself, or elsewhere, by placing an order in the same manner as shipping inventory to your customers. You must submit a standard order, and use one of our standard shipping services only. You must have a sufficient Account balance for shipping the number of items.
1.3. Investigations and obligations. You will remain liable for all obligations related to your Account even after the Account is closed. You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold your funds and inventory for up to 180 Days to protect CATALYST 24 or a third-party against the risk of Reversals, Chargebacks, Claims, fees, fines, penalties and other liability.
1.4. Shipping History. Accounts in good standing can access their full shipping history and balance at any time by logging into their Account.
This service levels policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
CATALYST 24 offers service levels for most aspects of what we do for our Users.
1. Eligible Accounts
Only full Accounts in good standing are eligible for service levels. Service levels do not apply to products prohibited by our Acceptable Use Policy. We offer service levels for CATALYST 24 Services only. Service levels can be suspended, modified or revoked at our sole discretion without prior notice to you. CATALYST 24 specifically reserves the right to change, modify or withdraw these service levels.
2. Exclusions and Limitations
Service levels do not apply to, (1) shipments that are made while your Account is not funded or on hold; (2) shipments that include any items not currently in stock; (3) freight or 3rd party carrier Account shipments; (4) orders with over 10 items; (5) international shipments, or shipments crossing a national border; (6) Shipments requiring premium or oversized packaging; (7) shipments with a Project attached or customer has requested change to, edited or in any way modified the order after submission to the warehouse; (8) carrier label printing being unavailable due to events outside of CATALYST 24 control, (9) reshipments of an order under section 1.10.3 below; (10) inventory improperly labeled by merchant or improperly described in the CATALYST 24 system; (11) orders in excess of the warehouse specific daily trended average for a customer, absent a customer’s notification to CATALYST 24, and CATALYST 24’s receipt of, at least 1 week in advance that there will be a volume spike, (12) does not apply to shipments which are delayed due to causes beyond CATALYST 24’s control, including but not limited to, the following: Acts of God, failure or unavailability of any third-party system outside of CATALYST 24’s direct control that results in our inability to rate and communicate orders to the warehouses, riots, strikes or other labor disputes, civil commotions, natural disasters, terrorism, weather phenomena and/or disruptions in air or ground transportation networks, (13) Shipments made during excluded dates. Excluded dates include (i) warehouse holidays as listed on www.CATALYST 24.com; (ii) “Peak Season” dates including the first week of December, Mondays during December, December 12th-25th and New Years Eve. During Peak Season dates CATALYST 24 will endeavor to maintain our shipping service level; however, we can not offer the service level guarantees due to unforeseeable spikes in merchant shipping volume. All credits will be applied to the merchant’s CATALYST 24 Account. Receiving a service level credit in the past does not waive our right to deny a service level credit in the future. Only one credit is permitted per order, in the event of a multi-package order, a refund or credit will be given only for the portion of the order applicable. CATALYST 24 will not be liable for any refund or credit if the package is available for carrier pickup; but, the carrier does not pick-up.
3.1. Shipping Accuracy Level: This applies only to eligible Accounts in Good Standing where no exclusions or limitations are present. Shipping accuracy means we will ship the inventory as requested in the order to the address you specify.
3.2. Remedy: If we do not meet the shipping accuracy level, then we will ship any available replacement merchandise via the same shipping method as the original shipment with shipping costs paid by CATALYST 24, and credit your Account for an equal number of item picks as the original order requested. Additionally, at our discretion and when the carrier makes this service available, we will request our shipping partner retrieve your merchandise at our expense, or compensate you for lost or missing merchandise as detailed in our Limitation of Liability. CATALYST 24 bundles $100 of loss/damage protection with most orders and we strongly recommend that merchants insure all shipments against loss or damage. We are not liable for lost product, loss of business or for consequential or incidental damages for shipment. CATALYST 24 is not liable for shipping errors by third party shippers.
3.3. Limitations: Shipping accuracy does not mean we will ship every order with exactly the carrier you select as carriers sometimes change service level or their systems are not available and CATALYST 24 may fail-over to a similar carrier in order to ship the inventory as quickly as possible. Shipping accuracy does not mean that the final shipping price will exactly match the rate initially displayed as these terms detail that all shipping rates displayed are estimates until final carrier bills are received. Shipping accuracy does not mean that the inventory will arrive to the end recipient in a timely manner or undamaged.
4. Same Day Shipping
4.1. Service Level. Orders sent to the warehouse by 15:00 local warehouse time will be available for carrier pickup the same day. Orders submitted Saturday, Sunday and after 15:00 local warehouse time will be shipped on the next business day with no credits or service level penalties by CATALYST 24 if the order is not available for carrier pickup on the day it was submitted to the warehouse. Customers must specifically set Account, order and shipping preferences in their Account to participate. Please review your Account shipping preferences to select multiple submit times per day. See CATALYST 24.com documentation for Expedited Handling options.
4.2.Remedy. If an order is sent to the warehouse by 15:00 local warehouse time and we do not ship in the time period defined herein we will review and at our discretion credit your Account the item handling/picks within 7 days of your use of our Report a Problem interface to notify CATALYST 24 of the service level.
4.3. Limitations. This service level applies only to eligible Accounts in good standing when no exclusions or limitations are present. Same Day Shipping is specifically excluded on weekends, holidays and Peak Season dates described in Service Level Exclusions above. Note: All orders are submitted to the warehouses as described at www.CATALYST 24.com, and per your Account preferences. In some cases, carrier tracking numbers do not go live until sometime after the shipment has been handed to the carrier, as such tracking number availability or ship time as reported by the carrier are not determinations of shipment.
5. 24-Hour Shipping
5.1. Service Level. For orders submitted to the warehouse past the cut-off for Same Day Shipping, all orders will be shipped within a 24 hour time period as defined below.
5.2. Remedy. If we do not ship in the time period defined herein we will credit your Account the item handling/picks back within 7 days after you use our Report a Problem interface and notify CATALYST 24 of the missed time-line.
5.3. Limitations. This service level applies only to eligible Accounts in good standing when no exclusions or limitations are present. The 24 hour time period is defined as the time the order is submitted to the warehouse to the time that the order is ready for pickup excluding weekends, holidays and Peak Season dates described in 1.10.2 above Note: All orders are submitted to the warehouses as described at www.CATALYST 24.com, and per your Account preferences. In some cases, carrier tracking numbers do not go live until sometime after the shipment has been handed to the carrier, as such tracking number availability or ship time as reported by the carrier are not determinations of ship levels.
6. Service Level Claims
To make a claim under one or more of the Service Levels, your Account must be in good standing and no exclusions must be present. For Shipping Accuracy service level you must use the “Report a Problem” interface in your CATALYST 24 Account on a per order basis. In the event you have paid for Expedited Handling on any order, our failure to ship within this expedited time window will result in a credit back to your Account within 3 business days for the extra charge for Expedited Handling.
This merchant protection policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
1. Merchant Protection is Available
CATALYST 24 strongly urges you to appreciate that errors happen with storage and shipping, and that the best defense is protecting yourself ahead of time. CATALYST 24 offers multiple merchant protection services that can be taken advantage of anytime. Please note these services cannot be applied retroactively, and are thus best used at the time of Account setup.
2. Insurance is Available
Insurance is available, and strongly recommended. Off-site inventory insurance, and outbound shipping insurance are available which may offer remedies in the event of an error. Inbound shipping insurance is available from most carriers. Details on how to manage your insurance settings are available on CATALYST 24.com.
3. Talk to CATALYST 24
Talk to our team at the time of Account startup. It is an opportunity for you to review the risks with us ahead of time and benefit from our experience in setting up your merchandise in a form and manner that gives you the most flexibility, lowest prices, and best protection against errors. CATALYST 24 specifically disclaims any liability for advice followed or not followed by merchants. To mitigate potential problems, CATALYST 24 may also at its discretion require secure packaging, or limit carrier options, such as to trackable carriers.
4. Resolving Receiving and inventory variances
For variances where loss has not been confirmed, CATALYST 24 offers inventory cycle count Projects. For variances where the supplier did not provide proper documentation with the inbound shipment, CATALYST 24 offers dock inspection Projects. In the event of inventory variance between what is expected on the ASN and what is actually received, your only recourse is to file a claim with your inbound shipping insurance provider. Inventory insurance available as a value added services in your Account (at an extra cost) only relates to confirmed actual loss. If there is a shortage of units in a carton, a discrepancy with the quantity, quality, condition of merchandise or otherwise, your only recourse is with your supplier or inbound insurance provider, CATALYST 24 has no liability. CATALYST 24 does not offer managed inbound shipping services. Third parties that handle inbound shipping are independent of CATALYST 24. CATALYST 24 is in no way liable for inbound shipping.
5. Resolving Inventory Problems
Inventory problems must be resolved through off-site inventory insurance. If you dispute the inventory as described in your Account, filing a claim with your off-site inventory provider is your only recourse, and that CATALYST 24 has no liability therefore. CATALYST 24 is only a broker of inventory services. Third parties that handle inventory services are independent of CATALYST 24. CATALYST 24 is in no way liable for inventory services.
6. Inventory Insurance
As a value added service CATALYST 24 provides off-site warehouse inventory insurance that can be added to any CATALYST 24 plan when inventory is being received. This off-site warehouse inventory insurance is provided through a third-party insurer and CATALYST 24 is not liable for the activities of this third-party insurer, the approval nor the denial of any claims. The limit of our liability for inventory insurance is the amount paid to CATALYST 24 by a merchant for 1 month for warehouse inventory insurance.
7. Resolving Shipping Problems with Outbound Shipping Insurance
Shipping problems for loss or damage must be resolved through outbound shipping insurance. Once an order has shipped, you agree that your only recourse for loss or damage is to file a claim through your CATALYST 24 Account to the designated outbound insurance provider, and that CATALYST 24 has no liability therefore. In the event a shipment is mislabeled, or mis-shipped and consignee receives incorrect merchandise, CATALYST 24 will at its discretion issue a call tag at no charge or credit your Account for the estimated cost of a return shipping label, provided that CATALYST 24 is notified within 30 days of shipment. It is your responsibility to ensure the inventory is returned. If the consignee fails to return the inventory, CATALYST 24’s maximum liability is described in our Terms, CATALYST 24 shall have no liability for damages due to the consignee’s acceptance or use of the inventory.
8. Orders are no longer editable or cancelable when they are submitted to a warehouse
It is your responsibility to manage orders, and hold, edit or cancel orders prior to submission to a warehouse. If CATALYST 24, at its sole discretion, attempts to edit or cancel an order on your behalf after submission to a warehouse, this effort is done on a best effort basis, may incur an additional fee, and may result in the order being reported canceled but still shipping out. CATALYST 24 reserves the right to edit dimensions and weight at its discretion, in order to ensure accurate shipping fees are billed to your Account. CATALYST 24 is only a broker of outbound shipping services. Third parties that handle outbound shipping are independent of CATALYST 24. CATALYST 24 is in no way liable for outbound shipping.
9. Promptly Review Your CATALYST 24 Charges
CATALYST 24 urges you to review your CATALYST 24 service fees and shipping fees on a monthly basis so that we can work with you in a timely manner should there be a discrepancy or disagreement as to a charge.
This restricted activities policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
Please review the Terms and Acceptable Use Policy. This Policy provides further guidance on activities that are not acceptable uses of CATALYST 24 Service.
1. Restricted Activities
In connection with your use of the CATALYST 24 website, your Account, or the Services, or in the course of your interactions with CATALYST 24, a User or a third party, you will not undertake any of the following restricted activities:
1.1. Breach the CATALYST 24 Terms, the Carrier agreement, the Acceptable Use Policy or any other agreement that you have entered into with CATALYST 24 (including any policy);
1.2. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
1.3. Infringe CATALYST 24’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
1.4. Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
1.5. Provide false, inaccurate or misleading information;
1.6. Send or receive what we reasonably believe to be potentially fraudulent funds or goods;
1.7. Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;`
1.8. Attempt to “double dip” during the course of a dispute by receiving or attempting to receive funds from both CATALYST 24 and the seller, carrier, or credit card company for the same shipment;
1.9. Use an anonymizing proxy;
1.10. Control an Account that is linked to another Account that has engaged in any of these Restricted Activities. We may use evidence other than the Account Information to determine whether you control an Account in someone else’s name, including but not limited to Internet Protocol addresses, common business names, PayPal user IDs, phone numbers, and mailing addresses;
1.11. Conduct your business or use the Services in a manner that results in or may result in complaints, Refused Shipments, Returns, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to CATALYST 24, a User, a third party or you;
1.12. Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Services;
1.13. Use your Account or the Services in a manner that CATALYST 24, PayPal, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the credit card system or a violation of credit card association or PayPal rules;
1.14. Allow your Account to have an Account Balance below the Minimum Balance of zero or alternate Minimum Balance agreed to in writing by the parties;
1.15. Access the Services from a country, or direct us to ship to a country, in violation of U.S. export control laws including the U.S. Gov’t Export Control “Embargo’ed Country” list; or similar applicable laws in any other country where you store inventory in a CATALYST 24 location.
1.16. Disclose or distribute another User’s Information to a third party, or use the Information for marketing purposes unless you receive the User’s express consent to do so;
1.17. Send unsolicited mail or email to a User or use the Services to send, or assisting in sending, unsolicited mail or email to third parties;
1.18. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
1.19. Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
1.20. Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
1.21. Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
1.22. Take any action that may cause us to lose any of the services from our internet service providers, shippers, or other suppliers;
1.23. Use the Service to test shipping behaviors.
2. Warranty Void in the Engaging in Restricted Activities
If you engage in any of the activities or conduct prohibited by section 8 then any and all express or implied warranties shall become null and void.
FEES, MINIMUM BALANCE, AND ANCILLARY CHARGES POLICY
This fees, minimum balance and ancillary charges policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
You have to maintain a positive Account balance to use CATALYST 24 Services and have CATALYST 24 store and ship inventory on your behalf.
You can access your CATALYST 24 Account at any time provided your Account was not terminated or on administrative hold. Access to your CATALYST 24 Account is not related to your monthly plan or Account Minimum.
Throughout our documentation you will find reference to CATALYST 24 transactional charges for shipping and Special Projects being estimates. This is even in the Terms you agreed to when you signed up. We provide estimates of expected costs based on the information available to us at the time that the cost estimate was requested. Upon completion of the project, shipment or transaction the final cost will be known.
1. Monthly Fees
Your monthly fee will begin immediately upon receipt of your product.To get the warehouse shipping address and ASN # needed to send us merchandise please use the receiving portion of your CATALYST 24 Account. Storage charges become applicable upon the date that inventory is delivered to CATALYST 24, regardless of unloading date or date of issue of warehouse receipt. A full month’s storage charge will apply on all goods received between the first and last day, inclusive, of a billing month, and a full month’s storage charge will apply to all goods in storage on the first day of the next and succeeding billing months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the billing month.
2. Minimum Balance
2.1. When managing risk for Accounts, we take various steps, such as establishing a minimum balance, changing the speed or method of receiving or shipping, and/or requiring you to deposit funds with us as security for your obligations to us or third parties. Without limitation, the following types of events may cause us to increase the minimum balance or decrease the service levels for a specific Account, beyond what is standard and customary for other CATALYST 24 Users:
2.2. We may immediately increase the minimum balance, and modify the receiving or shipping service levels, if we reasonably believe that it is warranted under this section. We will provide you with notice specifying these changes. You may close your Account if you object to the changes. We may increase or decrease the amount of the minimum balance; provided that in our reasonable judgment the amount of the minimum balance is related to the risk for which it was created. If your Account is closed for any reason, we have the right to hold the minimum balance for up to 180 Days.
3. Insufficient Funds
It is your responsibility to make sure there are sufficient funds in your Account to cover any pending monthly or shipping fees. If you have a credit card, paypal or other payment method on file, we will attempt to charge payment as needed. If at any time additional funds are required, and no valid credit card is available, your Account will be placed on hold, and an administration fee may be assessed. The administration fee will be up to $0.10USD per item stored by CATALYST 24. CATALYST 24 will attempt to rebill your Account 24 hours later. If funds remain unavailable, and a valid credit card remains unavailable, your Account will again be assessed this same fee. This process will repeat, until you have sufficient funds in your Account.
4. Policy Violation Discretionary Fines
4.1. Using CATALYST 24 in violation of usage policies may incur additional fines to cover costs not limited to administrative management and overhead.
4.2. Third-party Parcel and Freight carrier back billing. Should CATALYST 24 be back billed after the use of third-party parcel or freight carrier services, we will pass through the charges along with a processing fee equal to either 2 times the shipping value or $500 USD, whichever is less to help defray the costs of collection.
4.3 Customs Duties or Tax due on receiving will be subject to a $500 USD processing fee per receiving. Pursuant to our Terms, CATALYST 24 is not the “Merchant of Record”.
5. Acceptable Use Policy Violation – User Fines
5.1. If you violate the Acceptable Use Policy and CATALYST 24 incurs costs as a result of your violation, we can recoup those costs from you. Each violation of the Acceptable Use Policy will also result in a minimum fine of $500.00 USD for each such violation along with any additional costs incurred by CATALYST 24. You acknowledge and agree that a $500.00 USD minimum fine is presently a reasonable minimum estimate of CATALYST 24’s damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to CATALYST 24 that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.
5.2. You authorize CATALYST 24 to deduct such fines directly from any existing Balance in the offending Account, or any other CATALYST 24 Account you control.
5.3. Without limitation, some activities that may subject you to fines by CATALYST 24 include:
6. Promptly Review Your CATALYST 24 Charges
CATALYST 24 urges you to review your CATALYST 24 service fees and shipping fees on a monthly basis so that we can work with you in a timely manner should there be a discrepancy or disagreement as to a charge. Our Terms limits the billing review period to 90 days from the date of issuance of the relevant invoice for CATALYST 24 fees and less time for some carrier charges due to carrier terms of service. It’s your job to review your billing.
This disputes policy (“Policy”) is incorporated into the CATALYST 24 terms of service as published on the CATALYST 24 website (“Terms”). In the event of any conflict or inconsistency between this Policy and the Terms, the Terms shall control. All capitalized terms not otherwise defined in this Policy will have the meaning given them in the Terms.
1. Errors and Unauthorized Transactions
1.1. Identifying Errors and/or Unauthorized Transactions. You can inspect your transaction history at any time by logging in to your Account on the CATALYST 24 website. It is very important that you immediately notify CATALYST 24 if you have reason to believe any of the following activities have occurred: (i) there has been an unauthorized transaction from your Account; (ii) there has been an unauthorized access to your Account; (iii) your password has been compromised (collectively called “Improper Account Access”).
1.2. Notifying CATALYST 24 of Errors and/or Unauthorized Transactions. To notify us if you believe there has been or will be an error or Improper Account Access on your Account, contact us by phone or by email email@example.com
1.3. Review of Reports of Errors and/or Unauthorized Transactions. We will advise you of the results of our investigation within 10 Business Days after we receive your notice (or 20 Business Days for transactions done at a point of sale terminal or outside the United States). If we have made an error, we will correct it promptly. If we need more time, however, we may take up to 45 Days to investigate your complaint or question (and 90 Days for transactions made at a point of sale terminal or outside the United States). If we decide that we need more time, we will provisionally re-credit your Account for the amount you think is in error within 10 Business Days after we receive your notice; so that you will have use of the money during the time it takes us to complete our investigation. If you initially provided information to us via the telephone and we do not receive your complaint or question in writing within 10 Business Days after your oral notice, we are not required to provisionally re-credit your Account.
2. Investigating Disputes
At the end of our investigation, we will advise you of the results within 3 Business Days. If we determine that there was no error, we will send you a written explanation and we may debit any provisional credit that we previously credited to you in relation to the alleged error.
3. Liability for Unauthorized Transactions
If you report and we verify that there has been an Improper Account Access related to your Account, we will reimburse you in full for all unauthorized transactions sent from your Account that occur within 5 Days of the time that you knew or should have known about the Improper Account Access. If you do not report the Improper Account Access to CATALYST 24 within 5 Days of the time that you knew or should have known about it, we will still reimburse you in full for all unauthorized transactions that took place within or before that 5-Day period, but you may be liable for all unauthorized transactions resulting from the Improper Account Access that occur on Day 6 and beyond (if we can demonstrate that we could have avoided any losses if you had notified us in a timely manner).
If we discover a processing error, we will rectify the error. If the error resulted in your Account Balance displaying less money than you were entitled to, CATALYST 24 will credit your Account for the difference. If the error results in your Account Balance displaying more money than you were entitled to, CATALYST 24 may debit the extra funds from your CATALYST 24 Account. If the error resulted in our not completing a shipment with the proper quantity, we will reship the additional items at no charge, unless:
4.1. Through no fault of ours, you did not have enough available funds to complete the transaction,
4.2. our system was not working properly and you knew about the breakdown when you submitted the Order, or
4.3. inventory not being available due to inventory count inaccuracies.
4.4. Circumstances beyond our control (such as fire or flood or loss of Internet connection) prevented the transaction, despite our reasonable precautions.
5. Resolving Receiving Problems
Receiving problems must be resolved through inbound shipping insurance. In the event of inventory loss due to inventory count inaccuracies, inaccurate inventory counts during receiving or inventory count inaccuracies at any time that CATALYST 24 is in possession of inventory, or if there is any discrepancy between what is expected, and what is actually received, you agree that filing a claim with your inbound shipping insurance provider is your only recourse, and that CATALYST 24 has no liability therefore. A discrepancy may be in quantity, condition of merchandise, or otherwise. CATALYST 24 does not offer inbound shipping services. Third parties that handle inbound shipping are independent of CATALYST 24. CATALYST 24 is in no way liable for inbound shipping.
6. Resolving Inventory Problems
Inventory problems must be resolved through off-site inventory insurance. If you dispute the inventory as described in your Account, you agree that filing a claim with your off-site inventory provider is your only recourse, and that CATALYST 24 has no liability therefore. CATALYST 24 is only a broker of inventory services. Third parties that handle inventory services are independent of CATALYST 24. CATALYST 24 is in no way liable for inventory services. CATALYST 24 specifically disclaims liability for any project activities conducted at your request that results in modification, damages, changes or errors to your inventory or product packaging. Receiving and shipping delays may result as project work is being completed. The limit of our liability for project related tasks is the hourly charge for the project work.
7. Resolving Shipping Problems
Shipping problems for loss or damage must be resolved through outbound shipping insurance. Once a tracking number is listed in your Account, you agree that your only recourse for loss or damage is to file a claim with CATALYST 24’s designated outbound insurance provider, and that CATALYST 24 has no liability therefore. In the event a shipment is mislabeled, or mis-shipped and consignee receives incorrect merchandise, CATALYST 24 will at its discretion issue a call tag at no charge or credit your Account for the estimated cost of a return shipping label, provided that CATALYST 24 is notified within 30 days of shipment. It is your responsibility to ensure the inventory is returned. If the consignee fails to return the inventory, CATALYST 24’s maximum liability shall be as stated in our Terms, and CATALYST 24 shall have no liability for damages due to the consignee’s acceptance or use of the inventory. Orders are no longer editable or cancelable when they are submitted to a warehouse. It is your responsibility to manage Orders, and hold, edit or cancel Orders prior to submission to a warehouse. If CATALYST 24, at its sole discretion, attempts to edit or cancel an Order on your behalf after submission to a warehouse, this effort is done on a best effort basis, may incur an additional fee, and may result in the Order being reported canceled but still shipping out. CATALYST 24 reserves the right to edit dimensions and weight at its discretion, in Order to ensure accurate shipping fees are billed to your Account. CATALYST 24 is only a broker of outbound shipping services. Third parties that handle outbound shipping are independent of CATALYST 24. CATALYST 24 is in no way liable for outbound shipping.
8. Resolving Product and Packaging Problems
Inventory and packaging-related problems must be resolved through the manufacturer. If there is a problem with your inventory or packaging, you agree that filing a claim with the product’s manufacturer is your only recourse, and that CATALYST 24 has no liability therefore. CATALYST 24 recommends new merchants send samples to themselves before shipping to their customers, to confirm there are no inventory or packaging problems. Again CATALYST 24 is in no way liable for inventory and packaging problems under any circumstances.
9. Resolving Problems Beyond Receiving, Inventory, Product, Packaging and Shipping
If a dispute arises between you and CATALYST 24, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and CATALYST 24 regarding our Services may be reported to CATALYST 24 online by signing into your Account, emailing firstname.lastname@example.org or by calling (888) 805-2549 during normal business hours.
You acknowledge that your breach of the Policies or the Terms may result in you incurring additional fees from CATALYST 24 or third parties for the applicable CATALYST 24 Services.
1. ACCOUNT BALANCES AND FEES.
A. Account Balances. CATALYST 24 may set a minimum balance that you must maintain on your Account (“Minimum”). CATALYST 24 reserves the right to increase or to decrease the Minimum on your Account immediately upon notice to you. Your CATALYST 24 Account must be funded at or above the Minimum in order to receive CATALYST 24 Services. The funds that you maintain in your CATALYST 24 Account constitute your “Account Balance”. As CATALYST 24 Services charges are incurred, CATALYST 24 will deduct these from your Account Balance. CATALYST 24 reserves the right to request deposits to receive inventory to cover costs such as receiving costs and enforce minimum Account Balances. If your Account is closed for any reason, CATALYST 24 reserves the right to hold the Minimum Balance for up to 180 Days.
B. Usage Fees. “Usage Fees” are the the fees for any CATALYST 24 Services and any third-party fees (including, but not limited to carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums or other charges given during your use of CATALYST 24 Services) ordered through your Account and any special or additional fees assessed against your Account as permitted in these Terms or the Policies. Note that the Usage Fees for CATALYST 24 Services are billed to the month in which the CATALYST 24 Services are performed. Usage Fees are subject to change. If you are on a billing plan, should you change plans during or at the end of any month, your previous pricing plan may no longer be available.
C. Estimates. Quotations for CATALYST 24 Services and Usage Fees are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon CATALYST 24. Quotations accepted through CATALYST 24 Services’ online interface are estimates based on the information available at the time made. The final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, or a number of factors such as carrier shipping prices, the actual characteristics of your product, the delivery address, and services requested during the normal course of delivery. CATALYST 24 reserves the right to bill the Usage Fees based on actual charges at any time after the CATALYST 24 Services are rendered. CATALYST 24 specifically disclaims liability for any shipping rate errors due to inaccurate or incomplete information, such as dimensions and weights.
D. Additional Item Fees/Credits. For some CATALYST 24 plans, there may be a need to pay for additional item fees when the total items shipped during a month exceed plan allowance. Additional item fees are listed in the merchant Account, under Account plan preferences. Merchants on legacy CATALYST 24 pricing plans that use item allowances understand that plan items must be used during the specified billing period or will be automatically forfeited. This applies to items purchased as part of plan upgrades, as well as to any unused additional item credits.
E. Currency Fluctuations. CATALYST 24 reserves the right to adjust its pricing in response to currency fluctuations, including but not limited to, currency conversion rate changes, conversion fee changes, and/or discount rate changes.
F. Usage Fee Disputes. Should you disagree with any Usage Fees (other than carrier or third-party fees) charged against your Account, you must submit the dispute to CATALYST 24 within 90 days of the fee being charged (“Dispute Period”). CATALYST 24 will not review customer requests for Usage Fee adjustments that are received after the Dispute Period. The dispute timing allowed for third-party fees and carrier fees shall be set by the applicable third-party or carrier and such time period may be substantially shorter than the CATALYST 24 Dispute Period. If you have a dispute with a third-party fee or carrier fee, please contact CATALYST 24 immediately.
G. Lien. CATALYST 24 shall have a lien against the inventory and on the proceeds thereof for all Usage Fees as well as any reasonable expenses incurred by CATALYST 24 for the preservation of the inventory or its sale pursuant to law. CATALYST 24 further claims a lien against all Usage Fees for all such inventory stored by you in any other warehouse affiliated with CATALYST 24 or its affiliates wherever located and whenever deposited and without regard to whether or not said other property is still in storage.
H. Account Balance Disputes. If CATALYST 24 becomes aware of, or is notified of, a dispute relating to your Account Balance, then CATALYST 24 will promptly review the dispute. Within 5 business days after the resolution of the dispute, CATALYST 24 will credit or debit your Account Balance accordingly, if appropriate. CATALYST 24 will not review customer requests for Account Balance adjustments that are received more than 90 days after the amount in dispute is posted to your Account Balance.
I. Abandoned Account and Liquidation. If your Usage Fees remain unpaid for a period greater than 30 days, then CATALYST 24 reserves the right, at its sole discretion to reclassify your Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, all rights to ownership of the Account Balance and inventory would then immediately be forfeited by you. Inventory will become immediately and irrevocably unavailable to you, and liquidation proceedings would begin. You agree the inventory would be free and clear of liability, and that you would assume any liability therefore. You would have no rights to the liquidation proceeds. You would also remain liable for any pending Usage Fees above and beyond the liquidation proceeds.
J. Taxes. You acknowledge and agree that all fees, charges and any other rates or amounts charged by CATALYST 24 to you hereunder are exclusive of applicable value added, sales/use or goods and service taxes (“Transaction Taxes”) which may be levied in connection with the supply by CATALYST 24 of the CATALYST 24 Services to you. Where applicable, you shall pay all Transaction Taxes arising in respect of the Usage Fees or other amounts charged by CATALYST 24 to you.
K. Currency. All dollar amounts stated in these Terms and the Policy’s will be in US dollars unless otherwise specified.
3. DEVELOPERS AND API LICENSE.
A. License Grant. If you are using CATALYST 24 software such as an application programing interface (API), developer’s toolkit or other software application (such as, but not limited to, an e-commerce module developed by CATALYST 24) (“Developer Tools”), then CATALYST 24 grants you a revocable, non-exclusive, non-transferable license to use Developer Tools in accordance with the documentation for your internal business purposes only. You may not rent, lease or otherwise transfer your rights in the Developer Tools to any third party. CATALYST 24 provides the Developer Tools solely on an “AS IS” basis and disclaims all warranties and liability for your use of the Developer Tools. CATALYST 24 may change or discontinue any Developer Tools in its reasonable discretion.
B. Third Party Software. Any third party software application you use on the CATALYST 24 website, to connect to CATALYST 24 Services, or related to the CATALYST 24 Services (“Third Party Software”) is solely subject to any third party software provider software licenses. CATALYST 24 does not own, control or have any responsibility or liability for any Third Party Software.
4. INTELLECTUAL PROPERTY.
A. CATALYST 24 Property. For purposes of this Agreement, “CATALYST 24 Property” shall mean (a) CATALYST 24’s methodology for the provision of CATALYST 24 Services; (b) the Developer Tools; and (c) CATALYST 24’s ideas, web site, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products and materials. CATALYST 24 hereby retains all worldwide right, title and interest in and to the CATALYST 24 Property. Any rights not expressly granted herein to the CATALYST 24 Property shall be retained by CATALYST 24. You acknowledge that all right, title and interest to the CATALYST 24 Property is owned by CATALYST 24.
B. Additional Restrictions. Other than as permitted herein, you shall not (and you shall not permit others), directly or indirectly, to modify, to translate, to decompile, to disassemble, or to reverse engineer any part of the CATALYST 24 Property, or otherwise to attempt to discern the functioning or operation of the website or CATALYST 24 Services; or to copy, to rent, to lease, to distribute, or to otherwise transfer any or the rights that you receive hereunder. For clarity, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of CATALYST 24 and you shall not copy, imitate, or use them without our express prior written consent. You may use HTML logos provided by CATALYST 24 through our merchant services, auction tools features or affiliate programs without prior written consent solely for the purpose of directing web traffic to CATALYST 24.com. You shall not alter, modify or change such HTML logos in any way, use them in a manner that is disparaging or otherwise adverse to CATALYST 24 or the CATALYST 24 Service, or display them in any manner that implies CATALYST 24’s sponsorship or endorsement. You shall not (and you shall not permit others to): (i) use any robot, spider, scraper or other automated means to access the CATALYST 24 website or CATALYST 24 Services for any purpose without CATALYST 24’s express written permission, (ii) interfere or attempt to interfere with the proper working of our website or any activities conducted on the website, or (iii) bypass any measures CATALYST 24 may use to prevent or restrict access to the CATALYST 24 website or the CATALYST 24 Services.
C. Client Property. No Confidential Information obtained by CATALYST 24 from you shall become CATALYST 24 Property. All materials provided by you under any CATALYST 24 Services Orders shall be deemed “Client Property” for purposes of the Agreement. You grant to CATALYST 24 a non-exclusive license to the Client Property solely as needed to provide the CATALYST 24 Services. No other licenses, express or implied, under any intellectual property rights are granted by you to CATALYST 24 under these Terms.
D. Data Security. The Service is currently provided from the United States. Registration Information, Account Data, information and other data (“Data”) is currently stored and processed in the United States. CATALYST 24 has implemented and will maintain appropriate physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration or disclosure of. These measures include encryption of Data during transmission to the CATALYST 24 Service and encryption of backups of Data and authentication credentials at rest. CATALYST 24 will use reasonable efforts to promptly notify Account owner of any unauthorized access to, or use of, Data that comes to CATALYST 24’s attention. You must immediately notify CATALYST 24 of any suspected security breach at security (at) CATALYST 24 (dot) com, followed by contacting CATALYST 24 customer support.
5. CONFIDENTIAL INFORMATION.
A. Definition. Each party (“Recipient”) acknowledges that it may receive Confidential Information as defined herein. For purposes of these Terms and subject to the Exclusions set forth below, Confidential Information means any information provided to it by the other party (“Discloser”) that is marked, labeled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure.
B. Exclusion. Information that is subject to one of the exclusions below shall not be Confidential Information. The exclusions include the following: (a) Non-transactional Confidential Information (as defined below), (b) information publicly known at the time of disclosure, (c) information received by Recipient without restriction from a third party, (d) information published or otherwise made known to the public by Discloser, (e) information that was generated independently without reference to the Discloser’s Confidential Information, or (f) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written notice of such disclosure, (as permitted by law) and the timing for response set forth in the request.
C. Non-transactional Confidential Information. Other than transaction information absolutely required for CATALYST 24 to provide, or for you to use the CATALYST 24 Services, CATALYST 24 does not require nor desire any of your proprietary information (“Non-transactional Confidential Information”). You agree not to provide CATALYST 24 with any Non-transactional Confidential Information, including, but not limited to, prototypes of new products, without CATALYST 24’s express prior written consent. In the event that you send such Non-transactional Confidential Information to CATALYST 24 without CATALYST 24’s prior written consent, then CATALYST 24 shall not be obligated to treat such information as Confidential Information.
D. Standard of Care. Recipient shall not use the Confidential Information for any purpose other than as required by these Terms. Recipient shall not disclose the Confidential Information to any third party, other than as required to perform the CATALYST 24 Services. Recipient shall use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information, but in no event with less than reasonable care. Each party acknowledges that breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.
E. Return or Destruction. Other than transactional information that is retained in the ordinary course of CATALYST 24’s business, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed promptly after receipt of written request from the other party.
F. Aggregate Use. Subject to the Terms herein, you hereby acknowledge and agree that CATALYST 24 may compile aggregate results from all of, or a selection of your use of the CATALYST 24 Services, provided that CATALYST 24 shall not disclose any information that would individually identify you (“Aggregate Information”). Such Aggregate Information shall be deemed to be CATALYST 24’s Confidential Information. You also hereby agree that CATALYST 24 may review and use your individual use of the CATALYST 24 Services in order to provide CATALYST 24 Services to you, to evaluate CATALYST 24’s provision of the CATALYST 24 Services, and to improve CATALYST 24’s service offerings.
You agree to indemnify and to hold harmless CATALYST 24, its parent corporation, and their officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of your use of the CATALYST 24 Services and/or your violation of the Terms or the Policies. Whether CATALYST 24 accepts or refuses goods you agree to indemnify and hold harmless CATALYST 24 from any and all claims for transportation, storage, handling and other charges relating to such goods, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature.
A. AS IS. WHILE, CATALYST 24 WILL ENDEAVOR TO PROVIDE THE CATALYST 24 SERVICES IN ACCORDANCE WITH THESE TERMS, THE CATALYST 24 SERVICES AND THE CATALYST 24 WEB SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CATALYST 24 AND CATALYST 24’S SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT FOR THE CATALYST 24 SERVICES, THE CATALYST 24 WEB SITE AND ANY THIRD PARTY SERVICES. THE USE OF THE CATALYST 24 SERVICES, CATALYST 24 WEB SITE, OR THIRD PARTY SERVICES IS AT YOUR OWN RISK.
B. Inventory Disclaimer. CATALYST 24 is not the importer of record for inventory stored at CATALYST 24. CATALYST 24 shall not be held liable for complying with your instructions through the CATALYST 24 Services. You understand that CATALYST 24 does not inspect your goods nor does CATALYST 24 take responsibility for the business decisions that you make and implement through the CATALYST 24 Services. For example, CATALYST 24 cannot control or ensure that a buyer or seller with whom you do business will remit payment for goods in accordance with your agreement with them. For purposes of clarity, CATALYST 24 is not the Merchant of Record for any of your inventory. CATALYST 24 is not responsible for items damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by CATALYST 24.
C. No Continuous Access. CATALYST 24 does not guarantee continuous, uninterrupted or secure access to the CATALYST 24 Service. Operation of the CATALYST 24 Services may be interfered with by numerous factors outside of our control. CATALYST 24 will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but CATALYST 24 makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays caused by third parties.
8. LIMITATION OF LIABILITY.
A. Third Party Liability. By using the CATALYST 24 Services, you acknowledge and agree that CATALYST 24 disclaims all liability for the acts or omissions (including, without limitation, any negligence or willful misconduct) of any third party whether or not selected by or retained by CATALYST 24.
B. Annual Goods Shrink-Allowance. Handling physical products could result in loss or damage of inventory. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, mis-picked product and/or cross-shipments. CATALYST 24 maintains merchant friendly receiving and product labeling requirements. You agree that CATALYST 24 will have a 1.5% shrink allowance based on the value of your account’s product known to be in the facility based on the stated cost value measured on an annual basis and subject to Limitations of Liability in Section 8 below. Explainable, offsetting inventory adjustments based on mis-marked inventory or receiving inventory errors will not be deemed an inventory shrinkage event or lost inventory.
C. Waiver of Consequential Damages and Limitation of Liability. IN NO EVENT SHALL CATALYST 24 OR CATALYST 24’S SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS, LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE, ANY CONTENT, OR ANY THIRD PARTY SITES AND CONTENT. OTHER THAN AS SET FORTH BELOW, IN NO EVENT SHALL CATALYST 24’S LIABILITY UNDER THIS AGREEMENT EXCEED THE MONIES PAID OR PAYABLE BY YOU TO CATALYST 24 FOR THE APPLICABLE CATALYST 24 SERVICES EXCLUDING CARRIER FEES OR OTHER THIRD PARTY FEES (“DAMAGES CAP”). IN THE EVENT OF AN UNAUTHORIZED TRANSACTION BY A CATALYST 24 EMPLOYEE OR AGENT, CATALYST 24 IS ONLY LIABLE FOR THE DAMAGES CAP. CATALYST 24 MUST BE NOTIFIED WITHIN FIVE (5) DAYS AFTER ANY UNAUTHORIZED TRANSACTION OR YOU WAIVE ALL DAMAGES FROM CATALYST 24.
D. Exclusive Remedy. CATALYST 24’S LIABILITY REFERRED TO BELOW SHALL BE YOUR EXCLUSIVE REMEDY AGAINST CATALYST 24 FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF INVENTORY AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT CATALYST 24 CONVERTED THE GOODS TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW.
E. Damage or Loss of Inventory. INVENTORY INSURANCE IS AVAILABLE. IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION OF INVENTORY (“INVENTORY LOSS”) FOR WHICH CATALYST 24 IS LEGALLY LIABLE, YOU DECLARE THAT CATALYST 24’S LIABILITY SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING: (1) THE ACTUAL DOCUMENTED COST OF THE LOST, DAMAGED, AND/OR DESTROYED INVENTORY LESS ANY RESIDUAL VALUE; (2) THE DOCUMENTED FAIR MARKET VALUE OF THE LOST, DAMAGED, AND/OR DESTROYED INVENTORY ON THE DATE YOU ARE NOTIFIED OF LOSS, DAMAGE AND/OR DESTRUCTION; (3) 5 TIMES THE MONTHLY STORAGE PORTION OF THE MONTHLY FEE APPLICABLE TO SUCH LOST, DAMAGED AND/OR DESTROYED INVENTORY; (4) $.50 PER POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED INVENTORY OR, (5) $100 (US DOLLARS) PER ASN RECEIVED THAT INCLUDED THE INVENTORY SUBJECT TO THE LOSS, DAMAGE OR DESTRUCTION. PROVIDED, HOWEVER THAT WITHIN A REASONABLE TIME AFTER INVENTORY IS RECEIVED, YOU MUST ADD INVENTORY INSURANCE ON PART OR ALL OF THE INVENTORY IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED COVERAGE; FURTHER PROVIDED THAT NO SUCH COVERAGE SHALL BE VALID UNLESS PAID FOR BEFORE LOSS, DAMAGE OR DESTRUCTION TO ANY PORTION OF THE INVENTORY HAS OCCURRED. IN NO EVENT SHALL CATALYST 24 BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. CATALYST 24’S MAXIMUM LIABILITY FOR INVENTORY LOSS WILL BE CAPPED AT 5% OF THE TOTAL PRODUCT VALUE OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER (“INVENTORY DAMAGES CAP”). FOR GREATER COVERAGE, YOU MUST ADD INVENTORY INSURANCE IN YOUR ACCOUNT SETTINGS ON THE INVENTORY THAT YOU WISH COVERED BY INSURANCE, IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED COVERAGE; FURTHER PROVIDED THAT NO SUCH COVERAGE SHALL BE VALID UNLESS PAID FOR BEFORE LOSS, DAMAGE OR DESTRUCTION TO ANY PORTION OF THE INVENTORY HAS OCCURRED.
F. Inventory Count Inaccuracies. IN THE EVENT OF INVENTORY LOSS IN EXCESS OF THE ANNUAL GOODS SHRINKAGE ALLOWANCE DUE TO INVENTORY COUNT INACCURACIES, INACCURATE INVENTORY COUNTS DURING RECEIVING OR INVENTORY COUNT INACCURACIES AT ANY TIME THAT CATALYST 24 IS IN POSSESSION OF INVENTORY FOR WHICH THE CLAUSES ABOVE IS DETERMINED TO BE INAPPLICABLE AND CATALYST 24 IS HELD LEGALLY LIABLE, YOU AGREE THAT IT WILL BE CONSIDERED AN “INVENTORY LOSS” AND CATALYST 24’S LIABILITY SHALL BE LIMITED AS STATED IN 8.E. ABOVE. IN NO EVENT SHALL CATALYST 24 BE LIABLE FOR ANY LOST SALES REVENUE FROM THE INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES.
G. Projects. IN THE EVENT OF A LOSS DUE TO A PROJECT DEFINED AS AN HOURLY OR PIECE WORK DONE ON EXPECTED OR HELD INVENTORY (“PROJECT”), YOU DECLARE THAT CATALYST 24’S LIABILITY SHALL BE LIMITED TO THE HOURLY CHARGE YOU PAID TO CATALYST 24 FOR THE PROJECT.
9. TERMINATION AND CLOSING YOUR ACCOUNT.
There are 3 classes of Account closure and limited access, which you accept as preconditions to using the Service:
A. Held Accounts. A held Account will be inaccessible to you, and all activity will be suspended. CATALYST 24 reserves the right to place an Account on hold for a number reasons, including but not limited to the following:
B. Immediate termination. Immediate termination is where we immediately close your Account and ship remaining inventory to the billing address listed in your Account, at your expense. If no address is available, we will liquidate your inventory (See Abandoned Account and Liquidation for more information). CATALYST 24 reserves the right to immediately terminate an Account for a number reasons, including but not limited to the following:
C. Termination with 30 days notice. CATALYST 24 reserves the right to terminate an Account for any reason upon 30 days notice (“Termination Notice Period”) which CATALYST 24 shall send to you via email. It is your responsibility to make sure CATALYST 24 has a working email for you. You may have full or limited use of your Account during the Termination Notice Period in our discretion, with the intention of allowing you to expire existing inventory without it being shipped back to you. Any inventory that remains in inventory at the expiration of the Termination Notice Period will be shipped to the address on file and, if address is not on file, the billing address on your credit card, at your expense. If no address is available or no balance is available to pay for shipment back to you, we will liquidate your remaining inventory. (See Abandoned Account and Liquidation Policy for more information.)
D. Additional Actions. If you violate the Policies or these Terms, we may close, put on hold, or limit access to your Account or the CATALYST 24 Services as set forth above. Without limiting any of remedies under law or equity, we may also take any actions we deem necessary or advisable, including, without limitation, any of the following actions:
E. Closing Accounts. You may close your Account at any time. If you wish to close your Account with CATALYST 24, then please follow the steps in the Closing Your Account policy.
Please note, while disagreements sometimes arise, CATALYST 24 wants to address any complaint with the CATALYST 24 Service in a proactive manner. Please log a support case for resolution, you can send an e-mail to email@example.com. For purposes of clarity, this does not waive the notice requirement set forth below.
A. Merchant Protection is Available. CATALYST 24 strongly urges you to appreciate that errors happen with storage and shipping, and that the best defense is protecting yourself ahead of time. CATALYST 24 offers multiple merchant protection services that can be taken advantage of anytime. Please note these services may not be applied retroactively, and are thus best used at the time of Account setup.
B. Mandatory Mediation and Arbitration of Disputes. Except for disputes relating to payment for CATALYST 24 Services or as otherwise expressly provided in these Terms, all disputes arising under these Terms, any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, or otherwise from your use of or access to the website or Services, shall be determined by arbitration in the County of San Luis Obispo, California (using the English language), before one arbitrator. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within 30 days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending.
11. GOVERNING LAW AND VENUE.
These Terms and performance by the parties hereunder shall be construed in accordance with the applicable laws of the State of California without regard to conflicts of laws provisions thereof, or, as appropriate the federal laws. Any action or proceeding arising from or relating to these Terms must be brought in a federal or state court in San Luis Obispo, California. You and CATALYST 24 consent to the exclusive jurisdiction of, and venue in, the state and federal courts within Santa Clara, California. Notwithstanding the foregoing, CATALYST 24 may seek injunctive or other equitable relief to protect CATALYST 24’s intellectual property rights in any court of competent jurisdiction.
12. GENERAL PROVISIONS.
A. Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remaining provisions of these Terms shall remain in effect and enforceable in accordance with their terms.
B. No Waiver. Failure or delay of CATALYST 24 to exercise a right or power under these Terms shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
C. Notices to You. You agree that CATALYST 24 may provide notice to you by posting it on our website, emailing it to the email address listed in your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to the email address listed in your Account. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. CATALYST 24 reserves the right to terminate your Account if you withdraw your consent to receive electronic communications.
D. Notices to CATALYST 24. Except as otherwise stated, legal notices to CATALYST 24 must be sent by postal mail to: CATALYST 24.com, Attention: Accounts,1015 Nipomo Street Suite 75, San Luis Obispo, Ca 93401 and shall not be deemed to be received until actually received.
E. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without CATALYST 24’s prior written consent and any attempted assignment without that consent will be void. CATALYST 24 reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Subject to the foregoing provisions of this Section, these Terms shall be binding on and inure to the benefit of the parties’ successors and assigns.
F. Conflict of Terms. If there is a conflict between these Terms and the terms on any air waybill, bill of lading or other transit documentation set forth by the contracted carrier, the carrier’s terms will control. If not stated within the carrier’s terms, the Terms as stated herein shall control.
G. Entire Agreement and Modifications to Terms and Policies. These Terms and the Policies are the entire statement of the terms that govern your use of the CATALYST 24 Services and the CATALYST 24 Website. CATALYST 24 MAY MAKE CHANGES TO THESE TERMS AND/OR THE POLICIES FROM TIME TO TIME IN CATALYST 24’S SOLE DISCRETION. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CATALYST 24 SERVICES OR THE CATALYST 24 WEB SITE AFTER CATALYST 24 POSTS OR OTHERWISE MAKES AVAILABLE MODIFIED TERMS AND/OR POLICIES WILL CONSTITUTE YOUR ACCEPTANCE OF THOSE MODIFIED TERMS AND POLICIES. CATALYST 24 will endeavor to provide you with notice of any changes to these Terms or the Policies, but CATALYST 24’s failure to do so shall not excuse your obligation to comply with such modified Terms and Policies.
H. Attorneys’ Fees and Costs. CATALYST 24 shall have the right to collect from you its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing these Terms.
I. Force Majeure. CATALYST 24 shall not be liable for any delays or inability to perform the CATALYST 24 Services caused by forces beyond CATALYST 24’s control including, without limitation, acts of God or acts of third party service providers including but not limited to carriers and postage systems. When goods are ordered out, in the case of acts of God, war, terrorism, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, or any reason beyond CATALYST 24’s control, or because of loss or destruction of goods for which CATALYST 24 is not liable, or because of any other excuse provided by law, CATALYST 24 shall not be liable for failure to carry out such instructions and goods remaining in storage will continue to be subject to regular storage charges. If CATALYST 24 has exercised reasonable care and is unable, due to causes beyond its control, to affect delivery before expiration of the current storage period, the inventory will be subject to storage charges for each succeeding storage period.