Service Terms

Last Updated: February 27, 2023

These Terms of Service (together, the “Agreement”) are entered into by Cato Digital, Inc. and the entity or person agreeing to these terms (“Customer”) and govern Customer’s access to and use of the Cato Digital Services (the “Services”). Unless otherwise defined herein, terms used but not defined within this Agreement are defined in the Cato Digital Contract Definitions.

This Agreement is effective upon acceptance by Customer, which occurs by clicking below (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

• Universal Service Terms (Applicable to All Services)
  • You must comply with current Documentation applicable to Cato Services.
  • You will provide information or other materials related to Your Data (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. You will reasonably cooperate with us to identify the source of any problem with Cato Services that we reasonably believe may be attributable to Your Data or any End User materials that you control.
  • In connection with your use of Cato Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run. If we reasonably believe any of Your Data is Prohibited Content, we will notify you of the Prohibited Content and may request that such content be removed from Cato Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend Cato Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten Cato Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove Your Data without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the accounts of repeat infringers in appropriate circumstances.
  • You will ensure that all information you provide to us via the Admin Console (e.g., information provided in connection with your registration for Cato Services, requests for increased usage limits) is accurate, complete, and not misleading.
  • From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to Cato Services and Cato Digital content (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
  • If your Agreement does not include a provision on Cato Digital Confidential Information, and you and Cato Digital do not have an effective non-disclosure agreement in place, then you agree that you will not disclose Cato Digital Confidential Information (as defined in the Cato Digital Customer Agreement), except as required by law.
  • You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of Cato Services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of Cato Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
  • Only the applicable Cato Digital Contracting Party (as defined in the Cato Digital Customer Agreement) will have obligations with respect to each Cato Digital account, and no other Cato Digital Contracting Party has any obligation with respect to such account. The Cato Digital Contracting Party for an account may change as described in the Agreement. Invoices for each account will reflect the Cato Digital Contracting Party that is responsible for that account during the applicable billing period.
  • If, as of the time of a change of the Cato Digital Contracting Party responsible for your account, you have made an up-front payment for any Services under such account, then the Cato Digital Contracting Party you paid such up-front payment to may remain the Cato Digital Contracting Party for the applicable account only with respect to Cato Services related to such up-front payment.
  • When you use a Cato Service, you may be able to use or be required to use one or more other Cato Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.
  • If you process the personal data of End Users or other identifiable individuals in your use of a Cato Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
  • If you have been charged for a Cato Service for a period when that Service was unavailable (as defined in the applicable Service Level Agreement for each Service), you may request a Cato Service credit equal to any charged amounts for such period.
  • Following closure of your Cato Digital account, we will delete Your Data in accordance with the technical documentation applicable to Cato Services.
  • Your receipt and use of any Promotional Credits is subject to the Cato Digital Promotional Credit Terms & Conditions.
  • Intellectual Property License.
    • No Agency. This License forms a separate agreement between you and the Cato Digital Licensor without any further action required by the parties. Cato Digital Licensor grants this License in its own capacity and no other party is acting as agent of Cato Digital Licensor or has capacity to bind Cato Digital Licensor.
    • License. Cato Digital Licensor or its licensors own all right, title, and interest in and to the Services, Cato Digital Content, and all related technology and intellectual property rights. Subject to the terms of this License and the Agreement, Cato Digital Licensor grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to copy and use the Cato Digital Content solely in connection with your permitted use of the Services during the Term. Solely to the extent that applicable law requires the exercise of intellectual property rights owned by Cato Digital Licensor or its licensors for you to access or use any Service, Cato Digital Licensor grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferrable license to exercise such intellectual property rights during the Term and subject to the terms of this License and the Agreement. No other entity is entitled to or purports to grant or procure the grant of this License. Except as expressly provided in this section, you obtain no other rights under the Agreement or this License from Cato Digital Licensor, its affiliates or suppliers to the Services and Cato Digital Content, including any related intellectual property rights. Some Cato Digital Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this License and any separate license, the separate license will prevail with respect to the Cato Digital Content or Third-Party Content that is the subject of such separate license.
    • License Restrictions. Neither you nor any End User will use the Services or Cato Digital Content in any manner or for any purpose other than as expressly permitted by this License and the Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services or Cato Digital Content (except to the extent such Content is provided to you under a separate license that expressly permits the creation of derivative works), or (b) sublicense the Services or Cato Digital Content. These license restrictions will continue to apply following the termination of this License.
  • We will not use Individualized Usage Data or Your Data to compete with your products and services. “Individualized Usage Data” means data about your use of Cato Services that are specifically identified with your Cato Digital account.
  • We may use information about how you use and interact with Cato Services to improve those Services.
  • Information included in resource identifiers, metadata tags, access controls, rules, usage policies, permissions, and similar items related to the management of Cato Digital resources does not constitute Your Data. Cato Digital recommends that you do not include personally identifying, confidential, or sensitive information in these items.
  • You may not transfer outside Cato Services any software (including related documentation) you obtain from us or third party licensors in connection with Cato Services without specific authorization to do so.
  • Data Protection. Cato Services do not currently support Data Processing which falls under regulatory controls, including GDPR, CCPA, HIPAA, or others.
    • These Service Terms incorporate the Cato Digital Data Processing Addendum (“DPA”), when you use Cato Digital Services to process Customer Data (as defined in the DPA).
  • Tax Exempt Status. Cato Digital does not currently support tax exempt status for your Cato Digital account.
• Cato Metal.
  • Cato Metal servers have firmware associated with the servers, including Boot BIOS, Baseboard Management, or peripheral devices such as network cards (together, “Server Firmware”). You agree not to: (a) attempt to root, unlock, or jailbreak any Server Firmware; (b) factory reset or change settings on Server Firmware; (c) call or access Server Firmware in a manner that would interfere with any Services.
  • “Server Registration”, “Registration”, or “Registered Server” means an association of a server type to your Account.
  • Pricing for Registered Servers reduces over time, based on the time elapsed since the Registration was first made.
  • Duration Discount Savings Plan (“Savings Plan” or “Savings Plans”).
    • We may change Savings Plans at any time, but price changes will not apply to previously designated Savings Plans, except as described in this Section. We may terminate the Savings Plan pricing program at any time.
    • Savings Plan Registrations are non transferable.
    • Pre-Pay Discount.
      • Refund. All pre-paid amounts made in connection with Savings Plans are nonrefundable, except in the event that this Agreement is terminated without cause or in the event that Cato terminates the Saving Plan pricing program(s). In the event that this Agreement is terminated without cause or the Saving Plan pricing program(s) are discontinued, Cato will l refund you a pro rata portion of any up-front fee paid in connection with any previously designated Savings Plans.
      • You are responsible for determining if you are subject to any limitations arising from the Pre-Pay Discount. For example, you are responsible for complying with any applicable laws, policies, terms or conditions governing your payment of up-front fees or the expiration of reserved resources, including any fiscal or appropriation laws, or other policies or restrictions governing up-front payments for goods or services.
  • As part of using Cato Metal, you agree that your Cato Metal resources may be terminated or replaced due to failure, retirement or other Cato Digital requirements. THE USE OF CATO METAL DOES NOT GRANT YOU, AND YOU HEREBY WAIVE, ANY RIGHT OF PHYSICAL ACCESS TO, OR PHYSICAL POSSESSION OF, ANY CATO METAL SERVERS, EQUIPMENT, REAL OR PERSONAL PROPERTY, OR OTHER ASSETS.
• Cato Training
  • “Cato Training” means the training programs that Cato Digital provides in connection with Cato Services and includes instructor-led and self-paced digital classes, labs, and other training sessions and materials. Cato Training is a “Service” for purposes of the Agreement. References to “Cato Digital” in any Training Order or Order Confirmation for Cato Training mean the Cato Digital contracting entity for the ordered Cato Training, and no other Cato Digital entity will have any obligations for such ordered Cato Training.
  • Training Investment Funding. If you are part of, or substantially owned, funded, managed, or controlled by, any government at any level, any international governing/regulatory body, any quasi-governmental entity, or any publicly funded institution, and if Cato Digital provides you any funding or discount in the Training Order or Order Confirmation for Cato Training related to the delivery of the listed purchased classes (“Discount”), then you agree with the following terms:
  • You acknowledge that the Discount is solely for the purpose of increasing your competence with Cato Services; is not intended to result in any favorable or otherwise beneficial treatment nor to reward or influence any business activity or competitive bid; is offered independently of any past, current, or prospective commercial transaction; and is not provided in furtherance of any forthcoming competitive procurement/solicitation; and
  • You certify that, as applicable, you have confirmed with an appropriate ethics official that there are no federal, state, local or institutional ethics or procurement laws, regulations, or other rules that would restrict or prohibit your receipt of any Discount.