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Terms of Service

Updated September 2025

Terms of Service

These Terms of Service (“Agreement”) govern your access to and use of the Catalyst Exchange website and platform, including any content and services offered on or through www.catalyst-exchange..org or affiliated sites (“Platform”). This Agreement is a contract between Partners or Providers (“Users”, “you” or “your”) and Catalyst Education, Inc. (“Catalyst”, “we”, “our” or “us”), a 501(c)(3) nonprofit corporation registered in the state of Louisiana. By using the Platform, you accept and agree, on behalf of yourself or on behalf of your employer, organization, or any other entity, if applicable, to be bound and abide by this Agreement. Catalyst may update this Agreement from time to time and may notify Users of the change by email, by posting on this website, or by updating the date posted on this page.

Catalyst hosts the Platform to connect organizations or community groups working in the social sector (“Partners”) – including but not limited to organizations such as: non-profits, social purpose enterprises, community groups, foundations, school districts and state agencies – with individuals and firms providing professional services (together, “Providers”) for the completion of specific projects (“Projects”).

Description of Services

Catalyst provides a number of services (“Services”), including: (1) a service to Partners to assess their capacity, develop capacity building action plans, create scopes of work and find skilled and experienced Providers for specific Projects (“Partner Services”) and (2) a service to Providers to find Projects that require their skills and expertise (“Provider Services”). Catalyst may offer additional services and revise any of the Services offered as needed. As a consequence of Catalyst providing the Services, if a Partner and Provider agree on terms under which to undertake a Project, a contract is formed directly between such Partner and Provider (“Service Contract”). Under some circumstances, Catalyst may be a party to the Service Contract

The User acknowledges and agrees that Catalyst and its licensors are the sole and exclusive owners of all right, title, and interest in and to the Platform and Catalyst content, including all intellectual property rights relating thereto (the “Catalyst IP”), subject only to a limited license granted to the Users as necessary to allow Users to use the Platform.

EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL SOFTWARE, CONFIDENTIAL INFORMATION, AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY Catalyst TO ANY USER ARE PROVIDED “AS IS” AND Catalyst DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Catalyst SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Catalyst MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR RESULTS OF THE SERVICES COORDINATED THEREON WILL MEET THE USER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Eligibility 

By requesting to use the Services, Users acknowledge that they are authorized employees or official representatives of the Partner or Provider (“User Representatives”). User Representatives must be at least 18 years old to register for the Services offered by Catalyst.

Use of Services

By using the Services, Users agree to the following:

  • You are solely responsible for, and assume all liability regarding (a) the information and content you contribute to the Catalyst directly or via the Platform and/or Services and (b) your interactions with Catalyst and other Users through the Platform and/or Services.
  • You assume all risk when using the Platform or Services, including but not limited to risks associated with any online and offline interactions with others.
  • You will promptly report to Catalyst any violation of the Agreement by others. If you are aware of a breach or potential breach of this Agreement, please submit a confidential report to Catalyst by sending an email message to: info@catalyst-ed.org.
  • You will not provide inaccurate or false information to Catalyst. You authorize Catalyst, directly or through third parties, to make any inquiries necessary to validate your information at any time.

Users shall not at any time, directly or indirectly: 

  • Copy, modify, or create derivative works of the Platform, in whole or in part.
  • Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform.
  • Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part.
  • Remove any proprietary notices from the Platform.
  • Use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  • Use the Platform  in any manner that could disable, overburden, damage, or impair or interfere with any other User’s use of the Platform.
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose.

Additional terms covering Providers:

  • You acknowledge that in any matters related to this Agreement, you will be acting as a Contractor and not as Catalyst’s or a Partner’s employee, agent, franchisee or servant. Accordingly, You will be solely responsible for all costs incurred by you or your organization, if applicable.
  • You agree that Catalyst does not, in any way, supervise, direct, or control your work, including the services you provide to Partners.
  • Your participation in the Provider Services does not guarantee placement on Projects.
  • If you are informed about a Project for a Partner by Catalyst, you agree not to circumvent Catalyst’s services and connect directly with the Partner.
  • You agree to honor the commitment you make to Partners.

Additional terms covering Partners:

  • Catalyst will make good faith efforts to find Providers who meet your requirements. Catalyst, however, does not guarantee Provider placement on Projects.
  • You understand and acknowledge that Catalyst has no control over Providers or over the services promised or rendered by Providers.
  • You further understand and acknowledge that Catalyst makes no guarantee or assurances about the quality of services offered or purported to be offered by Providers, and that Catalyst disclaims any liability allowable under law for claims arising out of any agreement or contract you enter into with a Provider. 
  • You agree to notify Catalyst immediately in writing by emailing us at info@catalyst-ed.org if you need to terminate your project for any reason.

Notwithstanding anything to the contrary in this Agreement, Catalyst may temporarily suspend a User’s access to any portion or all of the Platform if Catalyst reasonably determines that (i) the User is in breach of this Agreement; (ii) there is a threat or attack on any of the Catalyst IP; (iii) the User’s use of the Platform disrupts or poses a security risk to the Catalyst IP or to any other User (iv) the User is using the Platform for fraudulent or illegal activities; or (v) Catalyst’s provision of the Platform to the User is prohibited by applicable law.

Payment Terms and Methods

Partner or Providers incur no charges to use Catalyst to post Projects or to submit proposals to work on Projects, respectively.

Partners may submit a request for a Project to Catalyst at no charge through the Platform (“Request”). On receiving a Request, Catalyst will identify and communicate with those Providers who meet the requirements outlined in the Request to determine interest and availability. 

Providers may submit a proposal at no charge to work on the Project, which should contain, but is not limited to, information about the Provider’s location, education credentials, work experience, endorsements, portfolios, and budgets (collectively, “Project Proposal”). Partners may view Project Proposals submitted by Providers at no charge.

If a Project Proposal is accepted by the Partner and the Users agree to enter into a Service Contract, Catalyst charges Partners and Providers each a service fee (“Service Fee”) for connecting the two parties. The Service Fee is equivalent to 5% of the value of the Service Contract for Partners and 5% of the value of the Service Contract for Providers. Catalyst reserves the right to waive all or a part of the Service Fee for a subset of Partners and/or Providers for a specified period of time (“Discounted Fee”). Catalyst also reserves the right to modify the Service Fee upon reasonable prior notice to Users. Any such change will not apply to Projects already under a Service Contract.

After a Project Proposal has been accepted, the Partner pays Catalyst the 5% Service Fee (or Discounted Fee as applicable and the Provider pays Catalyst the 5% Service Fee (or Discounted Fee as applicable). Catalyst will directly submit invoices to both the Partner and Provider. Failure to pay the Service Fee by either party may result in the suspension of that party’s future use of the Services.

Additionally, Catalyst offers optional value added services to Partners and Providers. These value added services are covered under a separate Service Agreement between Catalyst and the Partner or between Catalyst and the Provider. A service charge for these value added services may apply.

If a Partner fails to pay amounts due under this Agreement to a Provider, Catalyst is not required to make any disbursements to the Provider. The Provider shall inform Catalyst of any delays in payment. Failure by the Partner to make timely payment to the Provider for the successful delivery or completion of services may result in the suspension of the Partner’s future use of the Services.

Catalyst will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to payments for services by the Partner. Providers and Partners are solely responsible for understanding and evaluating any tax reporting or liability related to the request or delivery of Projects.

Subscription Services

Catalyst may offer Partner Services under a subscription model (“Subscription Services”), whereby Partners can access Catalyst services for a limited term, i.e., one year, at a fixed cost.

Catalyst’s Role

Catalyst hosts the Platform to connect Partners with Providers for the completion of Projects. Partners submit a Request to Catalyst through the Platform. On receiving such a Request, Catalyst will use good faith efforts to identify and reach out to Providers who meet the requirements outlined in the Request. Based on their interest and availability, Providers may submit a Project Proposal to the Partner through Catalyst. Partners agree that they have no obligation to accept any of the Project Proposals and the Partner’s decision to contract with a Provider is solely at the Partner’s own risk. Catalyst may, at its discretion, require Users to sign non-disclosure agreements prior to sharing certain information with them.

This Agreement anticipates that if a Partner accepts a Project Proposal submitted by a Provider, the Users will enter into a Service Contract that classifies the Provider as an independent contractor of the Partner. Catalyst may support and facilitate the process to execute a Service Contract.

The Users agree that Catalyst does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Project delivered by the Provider.

The Users acknowledge and agree that ownership of work performed by the Provider for the Partner is subject to the terms and conditions set forth in the Service Contract between them.

Feedback System

Users agree to provide feedback about the other party to the Service Contract after the completion of the Service Contract (“Feedback”) via a survey form sent by Catalyst. Catalyst may make public the Feedback to the general public or to prospective Partners and Providers.

Catalyst reserves the right to deny its Services to Partners or Providers who receive consistently negative Feedback.

Background Checks

Catalyst reserves the right to verify any information given to us by Providers or Partners, but is under no obligation to do so. Unless otherwise stated, any information provided by Catalyst about a Partner or Professional is based solely on data submitted by the Partner or Professional, respectively. Catalyst provides such information solely for the convenience of its users and such information should not be construed as an introduction, endorsement or recommendation by Catalyst.

Limitation of Liability

Catalyst makes no express representations or warranties with regard to the Services, Project, Platform, or any activities or items related to this Agreement.  Catalyst, its employees, agents, officers, and directors are not liable for any damages, including, but not limited to, litigation costs, or loss of data, production, profits, or revenue to the Partner or Provider arising out of or in connection with your use, or inability to use, the Platform and any services obtained through the Platform. Catalyst is not responsible or liable for the conduct of Partners or Providers or for views, opinions and statements expressed by them through the Platform. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

Indemnification

Users agree to indemnify and hold harmless Catalyst, its employees, agents, officers, and directors from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to attorneys’ fees, resulting directly or indirectly from a claim by another Partner or Provider or any third party that arises in connection with their use of the Platform or Services or their acts or omissions in connection with any arrangement between them and another Partner or Provider.

Term and Termination

The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with the paragraph below.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, provided that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.

General Terms

  1. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
  2. Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Platform or Services. Notices hereunder will be invalid unless made in writing and given (a) by Catalyst via email (in each case to the email address that you provide), (b) a posting on the Catalyst website or (c) by you via email to info@catalyst-ed.org or to such other addresses as Catalyst may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
  3. No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
  4. Assignability. You may not assign this Agreement, or any of its rights or obligations hereunder, without Catalyst’s prior written consent in the form of a written instrument signed by a duly authorized representative of Catalyst. Catalyst may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
  5. Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
  6. Choice of Law. This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of Louisiana.
  7. Personal Jurisdiction and Venue. You agree that any claim you may have against Catalyst must be resolved by Louisiana state courts. You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

  8. Prevailing Language. The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.