Catalyst CMMS — Terms of Service (DRAFT)

DRAFT — prepared for internal review; not yet reviewed by an attorney; not in effect.

Quick note: Koda is not a lawyer. This draft is written from what the product actually does today, in plain language, as a starting point for Kevin's review and an attorney's glance before launch. Bracketed items are decisions that still need to be made — nothing bracketed is settled.

Effective date: [TBD — launch, November 30, 2026]

These Terms of Service ("Terms") are an agreement between Catalyst CMMS Solutions, LLC, a Missouri limited liability company located in St. Louis, Missouri ("Catalyst," "we," "us"), and the organization that signs up for or uses the Catalyst CMMS software service (the "Service," "you," "your organization"). By creating an organization account or using the Service, you agree to these Terms.

1. What the Service is

Catalyst CMMS is a cloud-based maintenance management system: work orders, preventive-maintenance schedules, asset and fleet records, compliance logging, inventory, purchasing, and related tools for your organization's maintenance operation. We may add, change, or remove features over time; if a change materially reduces a feature your plan includes, we will give notice as described in Section 14.

2. Accounts and your organization

• Business use. The Service is offered to businesses and organizations, not for personal or household use. The person who sets up your organization states that they are authorized to bind the organization to these Terms.
• Accounts. Your organization has user accounts with roles and permissions set by your administrators. You are responsible for activity under your organization's accounts, for keeping credentials confidential, and for making sure your users follow these Terms.
• Account security. Notify us promptly at [CONTACT EMAIL — TBD, mailboxes not yet live] if you believe an account has been compromised.
• Provisioning. Initial organization setup may be performed by Catalyst as part of an implementation engagement. Your administrator controls your users, roles, and data from that point forward.

3. Plans, trials, and billing

• Plans. The Service is offered in plan tiers (currently Core, Professional, and Premier). The features, seat pricing, and terms presented when you subscribe or purchase — not any earlier draft or proposal — are the ones that apply to your subscription.
• Free trial. New subscriptions begin with the 30-day trial described during signup. Billing starts at the end of the trial unless the subscription is cancelled before it ends, as presented at checkout.
• Seats. Subscriptions are billed per billable seat. A billable seat is an active user account in a working role; requester and viewer accounts are not billed. Your seat count adjusts automatically as your administrators add or deactivate users, and proration is handled by our payment processor as described at checkout.
• Payment processing. Payments are processed by Stripe, Inc. We never see, receive, or store your full card number; card data goes directly to Stripe. You can manage payment methods, invoices, and cancellation through the billing portal linked in the Service.
• Taxes. Prices do not include taxes unless stated; any applicable taxes are your responsibility as presented at checkout.
• Non-payment. If a payment fails, we will notify your administrators. If a subscription becomes past due or is cancelled for non-payment, we may return the organization to a free or lower tier and suspend paid features until the subscription is restored.
• Price changes. We may change plan pricing for future billing periods. We will give at least [30] days' notice before a price change applies to an existing subscription, and the change will not apply mid-cycle.

4. Your data

• You own your data. All operational data your organization puts into the Service — work orders, equipment and fleet records, schedules, compliance logs, inventory, purchasing records, messages, uploaded files, and similar content ("Customer Data") — belongs to your organization. We claim no ownership of it.
• What we may do with it. You give us permission to store, process, display, and transmit Customer Data only as needed to operate the Service for you, to secure it, and to provide support you request. We may use aggregated, de-identified usage information to operate and improve the Service; aggregated information contains no Customer Data identifying your organization.
• We own the software. The Service, its software, design, templates, and documentation belong to Catalyst CMMS Solutions, LLC. Your subscription gives your organization a limited, non-exclusive, non-transferable right to use the Service while your subscription is active — nothing more.
• Feedback. If you suggest improvements, we may use the suggestion without obligation to you.

5. Acceptable use

You and your users must not:

• Use the Service for anything unlawful, or to store or transmit unlawful content.
• Attempt to access another organization's data, probe or circumvent the Service's security or organization isolation, or disrupt the Service.
• Reverse-engineer the Service except where law gives you that right despite this clause.
• Resell or rent access to the Service to third parties outside your organization, other than your own contractors working on your behalf under your accounts.
• Send spam or unsolicited marketing through the Service's messaging or email features.

We may suspend accounts that violate this section, with notice where the situation reasonably allows it.

6. Integrations and third-party services

The Service can connect, at your organization's direction, to third-party services such as QuickBooks Online, Samsara, Slack, Microsoft Teams, Twilio, and single-sign-on providers (Google, Microsoft). When you connect one:

• Data moves between the Service and that provider only because your organization configured the connection, using your own account or credentials with that provider.
• Your use of the third-party service is governed by that provider's own terms and privacy policy. We are not responsible for a third-party service's availability, accuracy, or data practices.
• You may disconnect an integration at any time in the Service's settings.

The Maintenance Copilot feature (included on all plans; work-order drafting on Premier and above) sends your users' questions, together with operational context the Copilot retrieves from your organization's own records, to Google's Gemini AI service to generate its answers. It operates only when a user in your organization uses it. See the Privacy Policy for details.

7. Service availability

We work to keep the Service available and reliable, including automatic backups of the production database. The Service is nevertheless provided on an "as available" basis: we do not promise uninterrupted or error-free operation, and these Terms include no service-level agreement (SLA) unless one is separately agreed in writing. Scheduled maintenance and circumstances beyond our control may cause interruptions. Backups are a recovery measure, not a guarantee against data loss; we recommend your organization also export records it needs independently, using the Service's export tools.

8. Export, cancellation, and what happens to your data

• Export during your subscription. The Service includes tools to export your organization's records (reports and data exports in common formats such as CSV, spreadsheet, and PDF). We encourage exports before cancellation.
• Cancelling. Your administrator may cancel the subscription through the billing portal. Cancellation takes effect at the end of the then-current billing period unless otherwise presented at cancellation; trial cancellations take effect as described in Section 3.
• After cancellation or termination. Your organization's access to the Service ends. We will retain Customer Data for [RETENTION WINDOW — TBD: e.g., 30 / 60 / 90 days] after termination, during which your administrator may contact us at [CONTACT EMAIL — TBD] to request one final export. After that window, we may delete or de-identify Customer Data, except where the law requires us to keep it. Automatic backups containing Customer Data age out on their normal retention cycle.
• [OPEN QUESTION — TBD: whether Catalyst will offer any self-service organization deletion before the retention window ends; the product has no self-service organization-deletion feature today.]

9. Warranty disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. MAINTENANCE DECISIONS — INCLUDING ANY MADE USING SCHEDULES, REMINDERS, COMPLIANCE LOGS, OR COPILOT SUGGESTIONS FROM THE SERVICE — REMAIN YOUR ORGANIZATION'S RESPONSIBILITY; THE SERVICE IS A RECORD-KEEPING AND PLANNING TOOL, NOT A SUBSTITUTE FOR QUALIFIED MAINTENANCE, SAFETY, OR REGULATORY JUDGMENT.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
• EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICE IS LIMITED TO [LIABILITY CAP — TBD: e.g., the amounts your organization paid for the Service in the 12 months before the claim / a fixed dollar amount — attorney to advise].
• Nothing in this section limits liability that cannot be limited under applicable law.

11. Indemnification

Your organization agrees to indemnify Catalyst CMMS Solutions, LLC against third-party claims, damages, and reasonable costs arising from your Customer Data or your organization's use of the Service in violation of these Terms or of law. [TBD — attorney to confirm whether a reciprocal indemnity from Catalyst (e.g., for intellectual-property claims against the Service) should be included.]

12. Termination by us

We may suspend or terminate your organization's access if: (a) these Terms are materially breached and not cured within [10] days of notice; (b) a subscription remains unpaid after notice; or (c) continued service would violate law or put the Service or other customers at risk. Section 8 describes what happens to Customer Data afterward.

13. Governing law and disputes

[DECISIONS FOR KEVIN / ATTORNEY — TBD:]

• Governing law: the laws of the State of Missouri [flagged as a choice, though Missouri is the natural default — Catalyst is a Missouri LLC].
• Dispute method: [arbitration vs. courts — TBD].
• If courts: venue and jurisdiction in the state or federal courts located in [St. Louis County / City of St. Louis, Missouri — TBD].
• If arbitration: [administering body, seat, and rules — TBD].

14. Changes to these Terms

We may update these Terms. When we do, we will post the updated version in the Service and update the effective date, and for material changes we will notify organization administrators by email or in-Service notice at least [30] days before the change takes effect. Continued use of the Service after the effective date means your organization accepts the updated Terms. If your organization does not accept a material change, it may cancel before the change takes effect under Section 8.

15. General

These Terms, together with any plan or implementation terms presented at purchase, are the entire agreement between us about the Service and replace earlier discussions. If a provision is held unenforceable, the rest stands. Neither party may assign this agreement without the other's written consent, except that Catalyst may assign it in connection with a sale of its business or assets. Notices to Catalyst go to the contact below; notices to your organization go to the administrator contact on file.

Contact: Catalyst CMMS Solutions, LLC · St. Louis, Missouri · [CONTACT EMAIL — TBD, mailboxes not yet live]

End of draft. Bracketed items are collected for Kevin's and an attorney's review; none of them are settled decisions.