Catalytic Coaching Online Terms of Service

Your relationship with Energage Enterprises,
Inc



Your organization’s use (referred to hereafter as “You” or Your”) use of Catalytic Coaching Online
software (referred to hereafter as the “Services” in this document) is subject to the terms of a legal
agreement between you and Energage Enterprises, Inc. located at 489 Highland Crossing, Suite
204, Ellijay, Georgia, 30540. The Service is provided by and owned by Energage Enterprises,
Inc. When using the Service, both you and the Service shall be subject to any posted guidelines or
rules applicable to the Service which may be posted
on www.catalyticcoachingonline.com and www.energage.com. This document explains how the
agreement is made up, and sets out some of the terms of that agreement.
These Terms of Service form a legally binding agreement between you and Energage Enterprises,
Inc in relation to your use of Catalytic Coaching Online. It is important that you take the time to read
them carefully. This legal agreement is referred to below as the “Terms”.

Accepting the Terms

In order to use the Services, you must first agree to the Terms. You may not use the Services if you
do not accept the Terms. If you are executing the CCO Service Contract on behalf of a company or
legal entity, you represent that you have the authority to bind such entity and its affiliates to the CCO
Service Contract and these TOS, in which case the terms “you”, or “your” shall refer to such entity
and its affiliates. The terms “we” or “our” or “us” shall refer to Energage Enterprises, Inc.
You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Energage
Enterprises, Inc in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Energage
Enterprises, Inc will treat your use of the Services as acceptance of the Terms from that point
onwards.
Before you continue, you should print off or save a local copy of the Terms for your records.

Language of the Terms

Where Energage Enterprises, Inc has provided you with a translation of the English language
version of the Terms, then you agree that the translation is provided for your convenience only and
that the English language versions of the Terms will govern your relationship with Energage
Enterprises, Inc.
If there is any contradiction between what the English language version of the Terms says and what
a translation says, then the English language version shall take precedence.

Provision of the Services by Energage
Enterprises, Inc

Energage Enterprises, Inc is constantly innovating in order to provide the best possible experience
for its users. You acknowledge and agree that the form and nature of the Services which Energage
Enterprises, Inc provides may change from time to time without prior notice to you.
Energage Enterprises, Inc will provide uninterrupted Service Monday through Friday, 7:00 am to
7:00 pm EST, excluding statutory holidays (“Operational Hours”). In the event that scheduled
maintenance on the Service is to be undertaken then Energage Enterprises, Inc shall provide 48
hours written notice of such maintenance.
All company-specific content, including your employee data, is exclusively owned by you. Upon
termination of the account where all payment obligations are current, a copy of your content and
employee data will be issued in a standard, readable format to you. Additional fees will apply in order
to provide in any other format. Upon written request from you, proof of the destruction of your data
will be confirmed by an issued letter from an Energage Enterprises, Inc representative.
You understand that the technical processing and transmission of the Service may be transferred
unencrypted and involves (a) transmissions over various networks; and (b) changes to conform and
adapt to technical requirements of connecting networks or devices.
You understand that Energage Enterprises, Inc uses third party vendors and hosting partners to
provide the necessary hardware, software, networking, storage, and related technology required to
facilitate Catalytic Coaching Online. All servers and data storage shall reside in Canada.

Use of the Services by you

In order to access certain Services, you may be required to provide information about yourself (such
as identification or contact details) as part of the registration process for the Services, or as part of
your continued use of the Services. You agree that any registration information you give to Energage
Enterprises, Inc will always be accurate, correct and up to date.
You agree a user login may only be used by one person. A single login shared by multiple persons is
not permitted. You agree that you will not engage in any activity that interferes with or disrupts the
Services (or the servers and networks which are connected to the Services).
You agree not to access (or attempt to access) any of the Services by any means other than through
the Catalytic Coaching Online interface that is provided by Energage Enterprises, Inc, unless you
have been specifically allowed to do so in a separate agreement with Energage Enterprises, Inc.
You specifically agree not to access (or attempt to access) any of the Services through any
automated means (including use of scripts or web crawlers) and shall ensure that you comply with
the instructions set out in any robots.txt file present on the Services.
Unless you have been specifically permitted to do so in a separate agreement with Energage
Enterprises, Inc, you agree that you will not reproduce, duplicate, copy, attempt to create a
substitute or similar service through use of or access to, sell, trade or resell the Services for any
purpose.
You agree that you are solely responsible for (and that Energage Enterprises, Inc has no
responsibility to you or to any third party for) any breach of your obligations under the Terms and for
the consequences (including any loss or damage which Energage Enterprises, Inc may suffer) of
any such breach.
We do not assume any responsibility for special processing or handling of data that might be
considered “sensitive” or otherwise “regulated” by particular laws. You specifically consent to our
processing of data that you upload to the Service with no special handling, and you agree that you
will not, and will use commercially reasonable efforts to make sure a third party does not, use the
Services to store or transfer any data that is controlled for export under any export or reexport
control law or regulation, or is otherwise subject by law to special processing restrictions (for
example, privacy, financial services, and health information laws and regulations).
You agree that you are responsible for your own conduct and content while using Catalytic Coaching
Online and for any consequences thereof. You agree to use the Services only for purposes that are
legal, proper and in accordance with these Terms.

Training and Support

You will be provided one administrator training session that will be arranged, in advance, on a
mutually agreed date and time. Additional training is available for an additional fee-for-service basis.
User Support is available at no charge during the hours, and on the conditions, stated in Service
Parameters on the CCO Service Contract. We reserve the right to limit User Support in the event of
abuse of the Service.

Billing and Payment

If you select a paid account, you may choose to subscribe and pay for the Services on either a
monthly or annual basis and Energage Enterprises, Inc will bill the account administrator in advance
for use of the Services. Current pricing for monthly and annual paid levels are as set forth on the
CCO service contract, and Energage Enterprises, Inc reserves the right to modify pricing at any
time, provided however that Energage Enterprises, Inc will notify the account administrator of price
changes for a paid level account by email 90 days prior to any monthly or annual price increase
affecting that account. Payments for your use of the Service are calculated on a per user basis.
Each User (or User group) under your account that utilizes a paid account plan in excess of the
amount specified on the CCO Service Contract, will incur charges at the same Price Per Seat. You
are responsible for payment for every user under your account.
Subscription renewals – Energage Enterprises, Inc. will notify the account administrator of an
annually paid level account by email 60 days prior to renewal.
You may choose to discontinue your services (with 30-day written notice) at any time; however,
Energage Enterprises, Inc does not issue refunds for unused subscription periods.
You agree to maintain valid and up-to-date billing information on file with Energage Enterprises, Inc.
You may update this billing information at any time in your Account settings.
a. Credit Card or Debit Card – Fees for accounts where you are paying with a credit card, debit card
are due at the beginning of the month for which Services will be provided to you. For credit cards, or
debit cards: (i) Energage Enterprises, Inc will charge you for all fees when due at the beginning of
each service month or year, as applicable.
b. Invoices – Payments for invoices are due thirty days after the invoice date, unless otherwise
specified, and are considered delinquent after such date.
c. Monthly Renewal – At the end of each monthly subscription period (as applicable), the Services
will automatically renew for an additional month. If you wish to change your subscription or term,
please notify Energage Enterprises, Inc.
d. Annual Renewal – At the end of each one year term subscription period (365 days) (as
applicable), the Services will automatically renew for monthly if notice of cancellation has not been
received by Energage, Inc. If you wish to change your subscription or term, please notify Energage
Enterprises, Inc.
You are responsible for any taxes, duties, and customs fees associated with the sale of the Services
(other than Energage Enterprises, Inc’s income tax) (collectively “Taxes”), and you will pay
Energage Enterprises, Inc for the Services without any reduction for Taxes. If Energage Enterprises,
Inc is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide
Energage Enterprises, Inc with a valid tax exemption certificate authorized by the appropriate taxing
authority. If you are required by law to withhold any Taxes from your payments to Energage
Enterprises, Inc, you must provide Energage Enterprises, Inc with an official tax receipt or other
appropriate documentation to support such payments.

Your passwords and account security

You agree and understand that you are responsible for maintaining the confidentiality of
passwords associated with any account you use to access the Services.
Accordingly, you agree that you will be solely responsible to Energage Enterprises, Inc for all
activities that occur under your account.
If you become aware of any unauthorized use of your password or of your account, you agree to
notify Energage Enterprises, Inc immediately.

Privacy and your personal information

For information about Energage Enterprises, Inc’s data protection practices, please read Energage
Enterprises, Inc’s privacy policy at http://www.energage.com/privacy. This policy explains how
Energage Enterprises, Inc treats your personal information, and protects your privacy, when you use
the Catalytic Coaching Online.Y
You agree to the use of your data in accordance with Energage Enterprises, Inc’s privacy policies.

Content in the Services

You understand that all information (such as data files, fonts, written text, computer software, music,
audio files, image files or other sounds, photographs, videos or other images) which you may have
access to as part of, or through your use of, the Services are the sole responsibility of the person
from which such content originated. All such information is referred to below as the “Content”.
You should be aware that Content presented to you as part of the Services, including but not limited
to Energage Enterprises, Inc advertisements and proprietary information, may be protected by
intellectual property rights which are owned by Energage Enterprises, Inc. You may not modify, rent,
lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in
part) unless you have been specifically told that you may do so by Energage Enterprises, Inc. in a
separate, written agreement.
Energage Enterprises, Inc reserves the right (but shall have no obligation) to pre-screen, review,
flag, filter, modify, refuse or remove any or all Content from any Service.
You agree that you are solely responsible for any Content that you create, transmit or display while
using the Services and for the consequences of your actions (including any loss or damage which
Energage Enterprises, Inc may suffer) by doing so.

Proprietary rights

You acknowledge and agree that Energage Enterprises, Inc (or Energage Enterprises, Inc’s
licensors) and its resellers own all legal right, title and interest in and to the Services, including any
intellectual property rights which subsist in the Services (whether those rights happen to be
registered or not, and wherever in the world those rights may exist). You further acknowledge that
the Services may contain information which is designated confidential by Energage Enterprises, Inc
or its resellers and that you shall not disclose such information without Energage Enterprises, Inc’s
prior written consent.
Unless you have agreed otherwise in writing with Energage Enterprises, Inc, nothing in the Terms
gives you a right to use any of Energage Enterprises, Inc’s or its resellers’ trade names, trademarks,
service marks, logos, domain names, and other distinctive brand features.
If you have been given an explicit right to use any of these brand features in a separate written
agreement with Energage Enterprises, Inc, then you agree that your use of such features shall be in
compliance with that agreement, and any applicable provisions of the Terms.
Other than the limited license set forth in, Energage Enterprises, Inc acknowledges and agrees that
it obtains no right, title or interest from you (or your licensors) under these Terms in or to any
Content that you submit, post, transmit or display on, or through, the Services, including any
intellectual property rights which subsist in that Content (whether those rights happen to be
registered or not, and wherever in the world those rights may exist). Unless you have agreed
otherwise in writing with Energage Enterprises, Inc, you agree that you are responsible for protecting
and enforcing those rights and that Energage Enterprises, Inc has no obligation to do so on your
behalf.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including
copyright and trade mark notices) which may be affixed to or contained within the Services.
Unless you have been expressly authorized to do so in writing by Energage Enterprises, Inc, you
agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of
any company or organization in a way that is likely or intended to cause confusion about the owner
or authorized user of such marks, names or logos.

License from Energage Enterprises, Inc

Energage Enterprises, Inc gives you a personal, worldwide, royalty-free, non-assignable and nonexclusive
license to use the software provided to you by Energage Enterprises, Inc as part of the
Services as provided to you by Energage Enterprises, Inc (referred to as the “Software” below). This
license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as
provided by Energage Enterprises, Inc, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of,
reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any
part thereof, unless this is expressly permitted or required by law, or unless you have been
specifically told that you may do so by Energage Enterprises, Inc, in writing.

Software updates

The Software which you use may automatically download and install updates from time to time from
Energage Enterprises, Inc. These updates are designed to improve, enhance and further develop
the Services and may take the form of bug fixes, enhanced functions, new software modules and
completely new versions. You agree to receive such updates (and permit Energage Enterprises, Inc
to deliver these to you) as part of your use of the Services.

Ending your relationship with Energage
Enterprises, Inc

The Terms will continue to apply until terminated by either you or Energage Enterprises, Inc as set
out below.
If you want to terminate your legal agreement with Energage Enterprises, Inc, you may do so by
providing a 30-day notice to Energage Enterprises, Inc. Your notice should be sent, in writing, to
Energage Enterprises, Inc’s address which is set out at the beginning of these Terms.
You may terminate these TOS and CCO Service Contract in the event of material breach if such
material breach is not remedied within thirty (30) days of prior written notice by non-breaching party.
A copy of your data will be provided if we receive a written request from you within 30 days of the
expiration date and if all fees owing to date have been paid.
Energage Enterprises, Inc may at any time, terminate its legal agreement with you:
(A) if you have breached any provision of the Terms (or have acted in a manner which clearly shows
that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) if Energage Enterprises, Inc is required to do so by law (for example, where the provision of the
Services to you is, or becomes, unlawful); or
(C) if Energage Enterprises, Inc is transitioning to no longer providing the Services to users in the
area in which you are resident or from which you use the service; or
(D) if the provision of the Services to you by Energage Enterprises, Inc is, in Energage Enterprises,
Inc’s opinion, no longer commercially viable.
Nothing in this Section shall affect Energage Enterprises, Inc’s rights regarding provision of
Services.
If your CCO account is canceled, your information on our servers may be deactivated, not deleted.
Any content you do not wish to remain on our servers should be deleted prior to closing your
account.

EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS, SHALL EXCLUDE OR LIMIT ENERGAGE ENTERPRISES, INC’S
WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR
LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY
FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF
IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY
THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND
OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT
YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
IN PARTICULAR, ENERGAGE ENTERPRISES, INC AND ITS LICENSORS AND RESELLERS DO
NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE
FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES
WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE, OTHER
THAN CATALYTIC COACHING ONLINE, PROVIDED TO YOU AS PART OF THE SERVICES WILL
BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR
LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
ENERGAGE ENTERPRISES, INC OR THROUGH OR FROM THE SERVICES SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
ENERGAGE ENTERPRISES, INC AND ITS LICENSORS FURTHER EXPRESSLY DISCLAIM ALL
WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

SUBJECT TO OVERALL PROVISIONS ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE
THAT ENERGAGE ENTERPRISES, INC AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU
FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY
DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY. THIS SHALL INCLUDE ANY LOSS OF DATA SUFFERED, COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT
LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH ENERGAGE ENTERPRISES, INC MAY MAKE TO THE SERVICES,
OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE
SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND
OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR
USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE ENERGAGE ENTERPRISES, INC WITH ACCURATE
ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND
CONFIDENTIAL; THE LIMITATIONS ON ENERGAGE ENTERPRISES, INC’S LIABILITY, AND
THAT OF ITS LICENSORS AND RESELLERS, TO YOU SHALL APPLY WHETHER OR NOT
ENERGAGE ENTERPRISES, INC, IT’S LICENSORS OR RESELLERS HAVE BEEN ADVISED OF
OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Copyright Policies

Energage Enterprises, Inc does not permit infringement of intellectual property rights on its Services.
Energage Enterprises, Inc may remove Content if it believes or has reason to believe such Content
infringes on another’s copyright. Without prior notice and at any time at its sole discretion, Energage
Enterprises, Inc reserves the right to remove any Content, disable your ability to share or upload
Content within the Service, or terminate your access to the Service (a) for uploading or sharing such
Content in violation of these Terms of Service; or (b) if, under appropriate circumstances, you are
determined to be a repeat infringer.

Other content

The Services may include hyperlinks to other web sites or content or resources. Energage
Enterprises, Inc nor its licensors may have no control over any web sites or resources which are
provided by you or persons using the software other than Energage Enterprises, Inc. You agree
Energage Enterprises, Inc. will not be held responsible for any offensive, indecent or objectionable
content added to the system by you or persons other than Energage Enterprises, Inc.
You acknowledge and agree that neither Energage Enterprises, Inc nor its licensors are responsible
for the availability of any such external sites or resources, and does not endorse any advertising,
products or other materials on or available from such web sites or resources.
You acknowledge and agree that neither Energage Enterprises, Inc nor its licensors are liable for
any loss or damage which may be incurred by you as a result of the availability of those external
sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or
existence of any advertising, products or other materials on, or available from, such web sites or
resources.

Changes to the Terms

Monthly Subscribers
Energage Enterprises, Inc may make changes to the Terms from time to time. When these changes
are made, Energage Enterprises, Inc will make a new copy of the Terms available at
http://www.energage.com/tos. You understand and agree that if you use the Services after the date
on which the Terms have changed, Energage Enterprises, Inc will treat your use as acceptance of
the updated Terms.
Annual Subscribers
Energage Enterprises, Inc may make changes to the Terms from time to time. When these changes
are made, Energage Enterprises, Inc will provide a new copy of the Terms at
http://www.energage.com/tos and will send the new terms via email 60 days prior to contract
end. You understand and agree that if you use the Services after the date on which the Terms have
changed and the date after which your new term starts, Energage Enterprises, Inc will treat your use
as acceptance of the updated Terms.

Arbitration

All claims and disputes arising under or relating to this Agreement are to be settled by binding
arbitration in the state of Georgia or another location mutually agreeable to the parties. An award of
arbitration may be confirmed in a court of competent jurisdiction.

General legal terms

The Terms constitute the whole legal agreement between you and Energage Enterprises, Inc and
govern your use of the Services (but excluding any services which Energage Enterprises, Inc may
provide to you under a separate written agreement), and completely replace any prior agreements
between you and Energage Enterprises, Inc in relation to Catalytic Coaching Online.
You agree that Energage Enterprises, Inc may provide you with notices, including those regarding
changes to the Terms, by email, regular mail, or postings on the Services.
You agree that if Energage Enterprises, Inc does not exercise or enforce any legal right or remedy
which is contained in the Terms (or which Energage Enterprises, Inc has the benefit of under any
applicable law), this will not be taken to be a formal waiver of Energage Enterprises, Inc’s rights and
that those rights or remedies will still be available to Energage Enterprises, Inc.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these
Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the
Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms, and your relationship with Energage Enterprises, Inc under the Terms, shall be
governed by the laws of the State of Georgia without regard to its conflict of laws provisions. You
and Energage Enterprises, Inc agree to submit to the exclusive jurisdiction of the courts located
within Gilmer County, Georgia to resolve any legal matter arising from the Terms. Notwithstanding
this, you agree that Energage Enterprises, Inc shall still be allowed to apply for injunctive remedies
(or an equivalent type of urgent legal relief) in any jurisdiction.
Any questions, concerns, or issues not previously covered may be directed to Shanna Beavers
at shanna.beavers@workplacedynamics.com.