Last Updated: Sep 18, 2026
This Cato Digital Customer Agreement (“Customer Agreement”) is entered into between Cato Digital, Inc. (“Cato,” “we,” “us,” or “our”) and the entity or person agreeing to these terms (“Customer,” “you,” or “your”). This Customer Agreement governs the relationship between Cato and Customer and Customer’s access to and use of the Services.
The Cato Service Terms, Acceptable Use Policy, Service Level Agreement, and any other terms or policies expressly incorporated into this Customer Agreement or applicable to a Service are incorporated by reference and form part of this Customer Agreement. Capitalized terms not defined in this Customer Agreement have the meanings given in the Service Terms.
This Customer Agreement takes effect when Customer accepts it by electronic signature, by selecting “Sign In” or “I Accept” when those options are presented, or by first accessing or using the Services (the “Effective Date”). If you accept this Customer Agreement on behalf of an entity, you represent that you have authority to bind that entity.
1.1. Service Fees. We calculate and bill Fees and charges monthly unless otherwise specified. We may bill you more frequently if we reasonably believe your Account is at risk of non-payment.
You will pay the applicable Fees and charges for the Services using one of the payment methods we support. You are responsible for any fees, charges, or costs imposed in connection with your selected payment method, including payment processing, transaction, wire, and currency conversion fees, to the extent permitted by applicable law.
Unless otherwise agreed, applicable pricing will be the pricing described on the Cato Website or established through the applicable Commitment or Commitment Order. Fees and charges for a new Service or new feature may take effect when posted on the Cato Website unless we state otherwise.
Cato may change the rates or charges applicable to On-Demand Services and other non-committed charges by providing at least 30 days’ prior notice. Changes will not affect a Commitment Rate during its applicable Commitment Term.
We may charge interest on late payments at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
1.2. Taxes. Each party is responsible for Taxes imposed on it by applicable law. Fees are exclusive of Taxes unless otherwise stated.
Cato may charge, and Customer will pay, any Taxes that Cato is legally required or authorized to collect in connection with the Services. Customer will provide information reasonably requested by Cato to determine its tax obligations. Cato will not charge Taxes for which Customer provides a valid exemption certificate or other documentation establishing an applicable exemption.
Payments to Cato will be made without deduction or withholding except as required by law. If Customer is required to deduct or withhold an amount from a payment, Customer will pay any additional amount necessary for Cato to receive the amount otherwise due, except to the extent the deduction or withholding results from Taxes imposed on Cato’s net income. Cato will provide reasonably requested tax documentation to help reduce or eliminate applicable withholding.
2.1. Suspension for Nonpayment or Default. We may Suspend your access to some or all of the Services if: (a) you fail to pay amounts when due under this Customer Agreement; or (b) to the extent permitted by applicable law, you cease to operate in the ordinary course, make an assignment for the benefit of creditors, or become subject to bankruptcy, liquidation, dissolution, or a similar proceeding.
We will provide notice of a Suspension as soon as reasonably practicable.
Additional rights to Suspend or limit Services for security, operational, fraudulent, abusive, legal, or Acceptable Use Policy violations are provided in the Service Terms.
2.2. Effect of Suspension. Suspension does not cancel or terminate this Customer Agreement or any Service, Claim, Commitment, or Commitment Order unless Cato separately exercises a right to terminate it.
You remain responsible for Fees and other payment obligations that continue to accrue during a Suspension. You are not entitled to service credits for unavailability resulting from a Suspension.
3.1. Term. The term of this Customer Agreement begins on the Effective Date and continues until terminated. Any notice of termination must specify the effective date of termination (the “Termination Date”) and comply with the applicable notice requirements.
3.2. Termination.
3.2.1. Termination for Convenience. Customer may terminate an On-Demand Service at any time using the applicable account controls or by providing notice to Cato.
Customer may terminate this Customer Agreement for convenience by terminating all Services and closing its Account. If any Commitment remains active, termination of this Customer Agreement will not take effect until the applicable Commitment Term has expired or the Commitment has otherwise been terminated in accordance with its terms.
Cato may terminate this Customer Agreement for convenience by providing Customer at least 30 days’ prior notice. If any Commitment remains active, termination will not take effect until the applicable Commitment Term has expired, unless Customer agrees otherwise in writing.
3.2.2. Termination for Cause.
3.2.2.1. By Either Party. Either party may terminate this Customer Agreement for cause if the other party materially breaches this Customer Agreement and does not cure the breach within 30 days after receiving written notice describing the breach.
3.2.2.2. By Cato. We may also terminate an affected Service or this Customer Agreement immediately upon notice if: (a) a condition exists that gives us the right to Suspend under Section 2 (Suspension) or the Service Terms; (b) our relationship with a third party whose software, technology, facilities, or services are necessary to provide the affected Service expires, terminates, or materially changes and we cannot reasonably continue providing the Service; or (c) termination is necessary to comply with applicable law or a governmental order or request.
If Cato terminates a Committed Service under subsection (b), or under subsection (c) for circumstances not attributable to Customer or an End User, the applicable Commitment will end on the Termination Date. Customer will have no obligation to pay Committed Fees for periods after that date, and any unused Commitment Prepayment attributable to those periods will be refunded or credited to Customer.
3.3. Effect of Termination.
3.3.1. Termination of Rights. Upon the Termination Date, your right to access and use the terminated Services will end. If this Customer Agreement is terminated, your rights to access and use the Services under this Customer Agreement will end.
3.3.2. Fees. Except as otherwise expressly provided in this Customer Agreement, you remain responsible for all Fees and other amounts payable through the Termination Date and for any additional amounts that become payable upon termination under an applicable Commitment, Commitment Order, or the Service Terms.
3.3.3. Customer Content and Service Resources. Following termination or release of a Service, Claim, or Account, access to, retention of, and deletion of Customer Content, and the deprovisioning or reassignment of resources used to provide the affected Services, will be governed by the Service Terms, applicable Policies, and Documentation for those Services.
You are responsible for retrieving Customer Content you wish to retain before termination or release where the applicable terms do not provide for post-termination access or retention.
3.3.4. Cato Materials. Upon termination, you will cease using and, if requested by us, return or destroy Cato-provided materials in your possession that you are no longer authorized to use.
3.3.5. Survival. Termination or expiration of this Customer Agreement will not affect any rights, obligations, or liabilities that accrued before the Termination Date.
Any provisions of this Customer Agreement or incorporated terms that by their nature are intended to survive termination or expiration will continue to apply, including provisions relating to payment obligations, proprietary rights, confidentiality, indemnification, disclaimers, limitations of liability, dispute resolution, and the interpretation or enforcement of the parties’ rights and obligations.
3.3.6. Post-Termination Use. Any access to or use of the Services permitted after the Termination Date remains subject to this Customer Agreement and the terms and Fees applicable to those Services.
4.1. Customer Content. As between Cato and Customer, you retain all right, title, and interest in Customer Content. Except for the rights necessary for us to provide the Services to you and your End Users, we obtain no rights in Customer Content from you or your licensors under this Customer Agreement.
You authorize us to use Customer Content as necessary to provide the Services in accordance with the Governing Agreement and applicable Policies.
4.2. Cato Materials. Cato and its licensors retain all right, title, and interest in and to the Services, Documentation, Software, and other materials provided by Cato in connection with the Services, including all related Intellectual Property Rights. Except for the rights expressly granted under the Governing Agreement, no rights in those materials are transferred to you or any End User.
4.3. Adequate Rights. You represent and warrant that you have all rights in Customer Content and Suggestions necessary to grant the rights contemplated by the Governing Agreement.
4.4. Suggestions. If you provide feedback, suggestions, improvements, or other ideas regarding the Services (“Suggestions”), we and our affiliates may use those Suggestions without restriction or obligation to you. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions.
5.1. Confidential Information. “Confidential Information” means information disclosed by one party to the other that meets any of the following: (a) it is identified as confidential; (b) it reasonably should be understood to be confidential given the nature of the information or circumstances of disclosure; or (c) it is non-public information relating to this Customer Agreement or to the business, affairs, technology, operations, or finances of either party. Confidential Information may be disclosed in any form or medium and before or after the Effective Date.
5.2. Confidentiality. Each party will access and use the other party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Customer Agreement. The ability to access Confidential Information does not itself authorize access to or use of that information.
Each party will take reasonable measures to protect the other party’s Confidential Information from unauthorized access, use, or disclosure, including at least the measures it uses to protect its own confidential information of a similar nature.
A party may only disclose the other party’s Confidential Information: (a) as permitted by this Customer Agreement; (b) as expressly authorized by the other party; or (c) to its employees, affiliates, contractors, service providers, and professional advisers who have a need to know the information and are subject to confidentiality obligations appropriate to the information disclosed.
These obligations do not apply to information that is publicly available through no breach of this Customer Agreement, was already lawfully known without restriction, is lawfully received from another source without restriction, or is independently developed without use of the other party’s Confidential Information.
These obligations continue during the term of this Customer Agreement and for five years afterward. Trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.
5.3. Required Disclosure. Either party may disclose the other party’s Confidential Information where required by law or legal process. Where legally permitted, the party making the disclosure will provide reasonable notice to the other party.
5.4. Publicity. Neither party will issue a press release or make a public statement regarding this Customer Agreement or the parties’ relationship without the other party’s prior written consent, except as required by law.
6.1. Customer Indemnification. Customer will defend, indemnify, and hold harmless Cato, its affiliates and licensors, and their respective officers, directors, employees, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) arising out of or relating to any third-party claim concerning: (a) Customer’s use of the Services, including activities under Customer’s Account; (b) Customer’s breach of this Customer Agreement or violation of applicable law; or (c) a dispute between Customer and any End User.
Customer will reimburse Cato for reasonable costs and attorneys’ fees incurred in responding to any third-party subpoena or other compulsory legal process associated with such a claim.
6.2. Intellectual Property Indemnification.
6.2.1. By Cato. Cato will defend Customer and its officers, directors, and employees against any third-party claim alleging that the Services, as provided by Cato and used as permitted under this Customer Agreement, infringe or misappropriate that third party’s Intellectual Property Rights, and will pay any resulting final judgment or settlement approved by Cato.
6.2.2. By Customer. Customer will defend Cato, its affiliates, and their respective officers, directors, and employees against any third-party claim alleging that Customer Content infringes or misappropriates that third party’s Intellectual Property Rights, and will pay any resulting final judgment or settlement approved by Customer.
6.2.3. Exclusions. Neither party has an obligation for an IP claim to the extent the claim results from combining the Services or Customer Content, as applicable, with products, services, software, data, content, or materials not provided by the indemnifying party.
Cato has no obligation for claims resulting from: (a) modification of the Services by anyone other than Cato; (b) compliance with Customer’s specifications or instructions; (c) use of the Services in violation of this Customer Agreement or the Service Terms; or (d) continued use after Cato notifies Customer to discontinue the allegedly infringing use.
6.2.4. Cato Options. If the Services are, or Cato reasonably believes they may become, subject to an IP claim, Cato may: (a) obtain the right for Customer to continue using the affected Service; (b) replace it with a non-infringing alternative; (c) modify it to make it non-infringing; or (d) terminate the affected Service if Cato reasonably determines that the other options are not commercially practicable.
If Cato terminates a Committed Service under subsection (d), the applicable Commitment will end as of the termination date. Customer will have no obligation to pay Committed Fees attributable to periods after that date, and any unused Commitment Prepayment attributable to those periods will be refunded or credited to Customer.
6.2.5. Exclusive Remedy. This Section states each party’s sole obligations and remedies for third-party claims alleging infringement or misappropriation of Intellectual Property Rights by the Services or Customer Content.
6.3. Indemnification Process. These obligations apply only if the party seeking defense or indemnification: (a) promptly gives the indemnifying party written notice of the claim; (b) permits the indemnifying party to control the defense and settlement; and (c) reasonably cooperates, at the indemnifying party’s expense.
Failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay.
Neither party may settle a claim in a manner that requires the other party to admit liability, make a payment not covered by the indemnification obligation, or assume a non-monetary obligation without that party’s written consent.
EXCEPT AS EXPRESSLY PROVIDED IN THIS CUSTOMER AGREEMENT, THE SERVICE TERMS, OR AN APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES AND CATO MATERIALS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES, CATO MATERIALS, OR THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES, CATO MATERIALS, OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
8.1. Liability Exclusions. Except for Customer’s payment obligations, neither party, nor its affiliates or licensors, will be liable to the other for any indirect, incidental, special, consequential, or exemplary damages, or for loss of profits, revenue, customers, opportunities, goodwill, or use, even if a party has been advised of the possibility of such damages.
Cato and its affiliates and licensors will not be liable for the loss, deletion, corruption, alteration, destruction, or inability to retrieve Customer Content or other data.
Neither party will be liable to the other for unavailability of the Services, subject to any rights or remedies provided under an applicable Service Level Agreement.
8.2. Liability Cap. Except for Customer’s obligation to pay Fees and other amounts due under this Customer Agreement, the Service Terms, a Commitment, or a Commitment Order, each party’s aggregate liability arising out of or relating to the Services or this Customer Agreement will not exceed the amount Customer paid Cato for the Service giving rise to the claim during the 12 months preceding the event giving rise to the liability.
If the claim does not arise from a particular Service, the liability cap will be the total Fees Customer paid Cato under this Customer Agreement during that 12-month period.
8.3. Applicability. The limitations in this Section apply to the maximum extent permitted by applicable law.
In connection with this Customer Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions administered by the Office of Foreign Assets Control.
You are solely responsible for compliance arising from the manner in which you use the Services or Cato Materials, including your transfer or processing of Customer Content and your provision of Customer Content or Services to End Users.
You represent and warrant that you, any person or entity that owns or controls you, and your financial institutions are not subject to applicable sanctions or designated on any applicable list of prohibited or restricted parties maintained by the United States or another applicable governmental authority.
Cato may modify this Customer Agreement or the Policies by posting a revised version on the Cato Website or by otherwise providing notice to Customer. Unless otherwise provided in this Customer Agreement, the Service Terms, or the applicable Policy, modifications will take effect when posted or on the effective date stated in the notice.
A modification will not alter the fixed commercial terms of an existing Commitment or Commitment Order, including its Commitment Rate or Commitment Term, except as expressly permitted by that Commitment or Commitment Order or agreed by Cato and Customer in writing.
Customer’s continued use of the Services after a modification takes effect constitutes acceptance of the modified terms.
This Customer Agreement, together with the Service Terms, Policies, any applicable Commitment Order, and any other terms expressly incorporated into it, constitutes the entire agreement between Cato and Customer regarding Customer’s use of the Services. It supersedes all prior or contemporaneous representations, understandings, agreements, and communications regarding that subject matter, but does not supersede any existing Commitment or Commitment Order.
Cato is not bound by any additional or different terms submitted by Customer in a purchase order, invoice process, acceptance, confirmation, correspondence, request for proposal, questionnaire, online registration, or similar document unless Cato expressly agrees to those terms in writing.
11.1. Order of Precedence.
11.1.1. Separate Master Agreements. If Cato and Customer enter into a separate written master agreement that expressly supersedes this Customer Agreement and governs Customer’s use of the Services, that master agreement will govern instead of this Customer Agreement.
11.1.2. Policies. The Policies apply to the Services according to their terms and the Services they govern. No Policy will modify or override the Governing Agreement or Service Terms unless it expressly states that it does so.
11.1.3. Commitment Orders. A Commitment Order will control with respect to the commercial terms of the Commitments it covers, including applicable Services, quantities, configurations, Commitment Rates, Commitment Terms, prepayments, and delivery or availability terms.
A Commitment Order will not modify any other provision of the Governing Agreement or Service Terms unless it expressly states that it does so.
12.1. Governing Law. The laws of the State of California, without reference to conflict-of-law rules, govern this Customer Agreement and any dispute arising out of or relating to this Customer Agreement or the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.2. Arbitration. Except as provided below, any dispute or claim arising out of or relating to this Customer Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The Federal Arbitration Act and applicable federal arbitration law govern the interpretation and enforcement of this arbitration provision. Before initiating arbitration, the party bringing the claim must provide the other party written notice describing the claim and the relief requested. Arbitration proceedings will be conducted on an individual basis only and not as a class, consolidated, or representative action.
12.3. Court Proceedings. Either party may bring an eligible claim in small claims court instead of arbitration. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to prevent or address infringement or misappropriation of Intellectual Property Rights, or unauthorized use or disclosure of Confidential Information. If a dispute is permitted to proceed in court rather than arbitration, each party consents to the exclusive jurisdiction of the state and federal courts located in California and waives any right to a jury trial to the extent permitted by law.
12.4. Arbitration Fees and Awards. Payment of arbitration filing, administration, and arbitrator fees will be governed by the applicable AAA rules and fee schedules. The arbitrator may award any relief available under applicable law and this Customer Agreement, subject to the limitations and remedies provided in this Customer Agreement.
13.1. Assignment. You may not assign or otherwise transfer this Customer Agreement or any of your rights or obligations under it without our prior written consent. Any assignment or transfer in violation of this Section will be void.
We may assign this Customer Agreement without your consent (a) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets; or (b) to an affiliate. Upon an effective assignment, the assignee will be substituted for Cato as a party to this Customer Agreement and Cato will be released from its obligations and duties to perform under this Customer Agreement.
Subject to the foregoing, this Customer Agreement will be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.
13.2. Force Majeure. Neither party will be liable for any delay or failure to perform an obligation under this Customer Agreement, other than a payment obligation, to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, labor disputes, power or utility failures, telecommunications failures, natural disasters, embargoes, riots, acts or orders of government, terrorism, or war.
13.3. Independent Contractors; Non-Exclusive Rights. The parties are independent contractors. This Customer Agreement does not create a partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other.
Subject to each party’s confidentiality and intellectual property obligations under this Customer Agreement, either party may develop or have developed products, services, concepts, systems, or techniques that are similar to or compete with those of the other party, and may work with third parties that compete with the other party.
13.4. Language. All communications and notices made or given under this Customer Agreement must be in English. If we provide a translation of this Customer Agreement, the English-language version will control in the event of a conflict.
13.5. Notices.
13.5.1. Notices to Customer. Cato may provide notices under this Customer Agreement by posting them on the Cato Website or by sending them to the email address Customer designates in the Admin Console (the “Notification Email Address”).
Notices posted on the Cato Website are effective when posted. Notices sent by email are effective when sent. Customer is responsible for keeping its Notification Email Address current.
Any notice of material breach, termination of this Customer Agreement, or other notice for which this Customer Agreement expressly requires written notice will be sent to the Notification Email Address and will not be provided solely by posting on the Cato Website.
13.5.2. Notices to Cato. Customer must provide notices under this Customer Agreement to the email address or mailing address Cato designates on the Cato Website for legal notices.
Notices sent by email are effective upon receipt. Notices delivered by personal delivery or overnight courier are effective upon delivery. Notices sent by registered or certified mail are effective upon delivery.
13.6. No Third-Party Beneficiaries. Except as expressly provided in Section 6 (Indemnification), this Customer Agreement does not create any third-party beneficiary rights in any person or entity that is not a party to it.
13.7. No Waiver. A party’s failure or delay in enforcing any provision of this Customer Agreement does not waive that provision or limit that party’s right to enforce it later. Any waiver must be in writing and signed by the party granting it.
13.8. Severability. If any provision of this Customer Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
The invalid or unenforceable provision will be interpreted, to the extent possible, to reflect its original intent while remaining enforceable. If that is not possible, the provision will be severed from this Customer Agreement and the remaining provisions will continue in full force and effect.
