Katasa Customer Terms of Service
Last updated: October 28, 2024
This Terms of Service Agreement (the “Agreement”) is between ONYX Innovations LLC, organized in the state of Colorado, d.b.a. Katasa (“Katasa”) and the person or entity (the “Customer”) accepting this Agreement.
This Agreement governs (i) Customer’s acquisition and use of Katasa Products and Services; and (ii) the terms and obligations between Katasa and the Customer as related to Katasa’s resale of Google Workspace and other Google Products to the Customer.
This Agreement is effective (the “Effective Date”) upon the Customer’s acceptance of this Agreement by (i) clicking a box indicating acceptance of this Agreement; (ii) executing an Order Form that references this Agreement; or (iii) by otherwise accepting this Agreement in writing, including by email.
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 the Customer, to this Agreement.
Capitalized terms used herein shall have the meanings ascribed to them in the body of this Agreement and/or in the Order Schedules, Exhibits and other documents attached hereto, or as defined below. Terms other than those defined herein shall be given their plain English meaning, and those terms known in the information technology industry shall be interpreted in accordance with their generally known meanings. Unless the context otherwise requires, words importing the singular include the plural and vice-versa.
This Agreement is only between Katasa and the Customer (the “Parties”). References to the “Parties” in this Agreement means Katasa and the Customer, and does not include Google. Katasa, Google, and the Customer are independent contractors with respect to the Katasa’s resale of Google Products to the Customer. This Agreement does not constitute, alter, supersede, nullify, or otherwise affect any other agreement entered into between the Customer and Google or Katasa and Google, unless clearly stated by Google.
Customer Obligations and Acknowledgements
Use of the Katasa Platform
Use of Google Products
Compliance
Acceptance of Google Terms of Service (“Google TOS”)
Data Processing and Disclosure
Prior Agreements and Transfers
Accurate Customer Information
Except as expressly permitted by Katasa, Customer will not adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Katasa software or any part thereof, including the source code, documentation, and any other underlying ideas or algorithms of the software forming part of the Product (except to the extent such act cannot be prohibited by law).
Customer will comply with all applicable Google Terms of Service. Except as expressly permitted by Google and Katasa, Customer will not: (i) resell or supply Google Products to any third party who will resell, distribute, supply, lease, or allow another third party to use, the Products; (ii) use Google Products or any Google documentation provided for any purpose other than that which is permitted by Google Terms of Service and hereunder.
Customer will (a) ensure that Customer and its End Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Katasa if Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or Customer's password. Google reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Data.
Unless Google expressly agrees otherwise in writing, Customer must accept the Google Terms of Service (“Google TOS”), with no alteration or amendment, prior to their first log in to Google Workspace or Google Products.
The Customer agrees that Katasa may disclose certain Customer information to Google in order to perform services as per Google’s Terms of Service. Customer consents to the processing of data in accordance with applicable confidentiality, data processing, and security obligations under Google’s policies. The Customer is responsible for obtaining and maintaining any necessary consents from their end-users.
Katasa is not responsible for any pre-existing payment terms, agreements, prepaid balances, or losses related to Google services that the Customer transfers from a third-party, including Google or another Google Reseller, to Katasa. The Customer acknowledges that it is their sole responsibility to be aware of and fulfill any obligations, penalties, or losses associated with such third-party agreements. Katasa will not provide refunds or compensation for any losses arising from the transfer of services during an existing payment term with a third-party, unless expressly indicated in this Agreement.
Customer will provide and maintain accurate Account and Contact information with Katasa.
Katasa Rights
Availability of Features and Services
Abuse Policy
Account Ownership Disputes
Katasa may provide a range of Products and Services with various features and functionalities. Not all Services will be available to all Customers at all times and Katasa is under no obligation to make any Services or Features available in any jurisdiction. Except where prohibited in this Agreement or by applicable law, Katasa reserves the right to modify its Products and Services or any part thereof for any reason, without notice at any time.
Katasa makes no representations or warranties as to the availability, features, or functionality of Google Products.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Katasa employee, member, or officer will result in immediate Account termination.
In the event of a dispute regarding Account ownership, Katasa reserves the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of Customer’s business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
Katasa reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Katasa reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
Payment Terms, Fees, and Taxes
Usage Measurement and Billing Options
- Flexible Plan. If Customer selects this option, Customer will not be committed to purchase the Services for a pre-defined term, but will pay Fees based on its daily usage of the Services, billed monthly in arrears. Any partial day of Services usage will be rounded up to a full day of Services usage for the purposes of calculating Fees.
- Annual/Fixed-Term Plan. If Customer selects this option, Customer will be committed to purchasing the Services for one or more annual terms (as selected by Customer). Katasa will bill Customer according to the terms associated with Customer’s elections on the Order Form.
Requesting Additional End User Accounts During Order Term
Taxes
Accepted Payment Methods
Payment Method Fees
Valid Payment Method(s) on file.
Automatic Billing and Payment Authorization.
Delinquent Payments; Suspension.
Chargebacks
No Purchase Order Number Required
Price Revisions
The Customer agrees to pay all applicable fees and taxes for services rendered or resold by Katasa immediately upon being billed by Katasa. All payments are due in the United States Dollars (USD) unless otherwise expressly approved by Katasa.
Google’s measurement tools will be used to determine Customer’s usage of resold Google Services and any such determination by Katasa for the purpose of calculating Fees is final. Customer may choose one of the billing options below or any other option offered by Katasa when Customer places an order.
Availability of billing plans may vary. Some billing plans may not be available based on (i) the Product or Service; (ii) the Customer’s current billing plan or Order Term; (iii) otherwise at Katasa’s discretion. not be available in for specific Products, in certain cases based on for certain Products orServices based may vary at Katasa
Katasa may change its offering of billing options (including by limiting or ceasing to offer any billing option). Katasa will provide at least 30 days’ advance notice to Customer for changes to available billing options for Customer’s active subscriptions and any such change will take effect at the beginning of Customer’s next Order Term. Billing options may not be available to all customers.
Customer may purchase additional End User Accounts during an Order Term by means of an additional Order Form or Reseller Order or by ordering via the Google Workspace Admin Console. Such additional End User Accounts will have a pro-rated term ending on the last day of the applicable Order Term.
Customer is responsible for any Taxes, and will pay Katasa for the Services without any reduction for Taxes. Any Taxes billed to Katasa by Google on behalf of the Customer, and any other Taxes that Katasa is obligated to collect or pay for the Customer, will be invoiced to Customer and Customer will pay such Taxes to Katasa, unless Customer provides Katasa and Google with a timely and valid tax exemption certificate in respect of those Taxes.
Customer will provide Katasa with any applicable tax identification information that Katasa may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions.
Customer will provide Katasa and Google with timely and valid tax exemption certificates in respect of Taxes that are or may be billed to the Customer by Katasa. Customer will be liable to pay or reimburse Katasa for any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
Unless otherwise stated or agreed upon, Katasa accepts payment by Credit/Debit Card or ACH Bank Transfer. Katasa reserves the right to restrict or allow specific payment methods for the Customer, with advance notice.
Katasa may apply additional Fees based on the Payment Method used by the Customer. For example, a 2% fee may be added to any transaction paid by Credit/Debit Card. Katasa will communicate these fees in advance, such as displaying the Transaction Fee percentage when the Customer is adding and selecting payment methods.
Customer will provide Katasa with a valid and updated form of payment. Customer is responsible for ensuring that Katasa has a valid and updated Form of Payment throughout the Term and any applicable Surviving requirements of the Agreement, such as post-cancellation or account termination Fees.
Customer may authorize multiple valid forms of payment with Katasa. Customer may designate one payment method as the “Default Payment Method” which Katasa will use to process payments. If only one payment method is on file, it will be the “Default Payment Method.”
Katasa reserves the right to require Customer to provide one or more additional payment methods (“Backup Payment Method(s)”) on file at Katasa’s discretion.
Unless otherwise stated in the Order Form or with express approval by Katasa, Customer authorizes Katasa to process payment immediately for applicable Fees using any of the Forms of Payment that have been provided to Katasa by the Customer. If Katasa is not able to process payment using the Default Payment Method, Katasa may make subsequent attempts to process payment using any valid payment method the Customer has provided to Katasa.
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Katasa in collecting such delinquent amounts. Further, if Customer’s payment for the Services is overdue, Katasa may Suspend the Services.
If Customer contacts their bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to Katasa (“Chargeback”), Katasa may automatically terminate Customer’s Account. Customer is encouraged to contact Katasa before filing a Chargeback. Katasa reserves the right to dispute any Chargeback.
Customer is obligated to pay all applicable Fees without any requirement for Katasa to provide a purchase order number on Katasa’s invoice (or otherwise).
Katasa may change its prices or fees at any time unless otherwise expressly agreed in an addendum or Order Form. Katasa will notify Customer at least 15 days in advance of any price changes for Customer’s active subscriptions. Customer's pricing will change at the beginning of Customer’s next Order Term after the 15-day period.
Technical Support
Confidentiality
Use of Confidential Information
Katasa will provide support related to the use of its platform, including assistance with billing and payments. For Google Workspace and other Google Products, Katasa will provide basic support regarding usage and account administration in accordance with its obligations under Google’s terms. Katasa reserves the right to bill customers for support exceeding two hours per month at standard hourly rates.
“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Katasa’s Confidential Information includes all information that Customer receives relating to Katasa, or to the Services, that is not known to the general public including information related to Katasa’s Pricing or Fees.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.
Term and Termination
Agreement Term
Termination by Customer
Termination by Katasa
Effect of Termination
Surviving Provisions
The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated or not renewed as stated in Section 6 (Term and Termination)
Customer may cancel their Account and terminate these Terms at any time by contacting Katasa Support and then following the specific instructions indicated to you in Katasa’s response.
Without limiting any other remedies, Katasa may suspend or terminate Customer’s Katasa Account or these Terms for any reason, without notice and at any time (unless otherwise required by law). Termination of these Terms will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of these Terms or the Services by either party for any reason: (i) Katasa will cease to provide any direct Services and reserves the right to restrict account access; (ii) unless otherwise provided in these Terms or an applicable Order Form, Customer will not be entitled to any refunds of any Fees, pro rata or otherwise; (iii) Any outstanding balance or unbilled Fees from a committed Service Payment Term will immediately become due and payable in full.
Upon termination, all related rights and obligations under these Terms immediately terminate, except that Customer will remain responsible for any payment of outstanding balances or unbilled Fees as stated in these terms, and Sections 1.1-1.6 (Customer Obligations and Acknowledgements), Section 2 (Katasa Rights), Section 3 (Payment Terms) until Customer has satisfied all payment obligations, Section 5 (Confidentiality), Section 7 (Intellectual Property Rights; Brand Features), Section 9 (Limitation of Liability and Indemnification), Section 10 (Modifications), and Section 11 (General Provisions) will survive the termination or expiration of these Terms.
Intellectual Property Rights; Brand Features
Customer Logos and Trademarks
Katasa Intellectual Property
Disclaimer
Customer grants Katasa a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with the Customer (“Customer Trademarks”) to operate, provide, and promote the Services and to perform Katasa’s obligations and exercise Katasa’s rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Katasa requires the license to exercise any rights or perform any obligations that arose during the Term. Customer may revoke Katasa’s right to use Customer Trademarks on public-facing websites or promotional materials with written notice.
Customer may not use any trademarks, logos, or service marks of Katasa, whether registered or unregistered, including but not limited to the word mark KATASA and the “K” logo unless authorized to do so by Katasa in writing. Customer agrees not to use or adopt any marks that may be considered confusing with the Katasa Trademarks or logos. Customer agrees that any variations or misspellings of the Katasa Trademarks would be considered confusing with the Katasa Trademarks.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KATASA, ITS LICENSORS AND SUPPLIERS MAKE NO CONDITIONS, WARRANTIES, OR OTHER COMMITMENTS (WHETHER EXPRESS OR IMPLIED, INCLUDING AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMANCE WITH A DESCRIPTION) REGARDING THE PRODUCTS AND SERVICES PROVIDED OR RESOLD BY KATASA OR GOOGLE EXCEPT AS OTHERWISE EXPRESSLY STATED UNDER THIS AGREEMENT.
Limitation of Liability and Indemnification
Limitation of Liability
Indemnification
IN THIS SECTION, “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
Customer expressly understands and agrees that, to the extent permitted by applicable laws, Katasa and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service, Google Products or Services, or these Terms of Service (however arising, including negligence).
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
Customer agrees to indemnify and hold Katasa and (as applicable) Katasa’s parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) Customer’s breach of these Terms of Service or the documents it incorporates by reference; (b) or Customer’s violation of any law or the rights of a third party.
Modifications
Katasa reserves the right, in Katasa’s sole and absolute discretion, to update or change any portion of these Terms at any time. Katasa will provide the Customer with reasonable advance notice of changes to the Terms that materially adversely affect Customer’s use of the Services or Customer’s rights under the Terms by sending an email to the Primary Email Address, providing notice through the Katasa administrative console, or by similar means. However, Katasa may make changes that materially adversely affect Customer’s use of the Services or Customer’s rights under the Terms at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that Katasa deems unsafe, inappropriate, or offensive. Unless indicated otherwise by valid notice (if applicable), any changes to the Terms will be effective immediately upon posting of such updated terms at this location. Customer’s continued access to or use of the Services after Katasa provides such notice, if applicable, or after Katasa posts such updated terms, constitutes Customer’s acceptance of the changes and consent to be bound by the Terms as amended. If Customer does not agree to the amended Terms, Customer must stop accessing and using the Services.
General Provisions
Notices
Emails
Anti-Corruption
Assignment
Force Majeure
No Waiver
Severability
Relationship of Parties
No Third-Party Beneficiaries
Governing Law
Entire Agreement
Conflicting Terms and Order of Precedence
Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Katasa must be sent to [email protected]. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
The parties may use emails to satisfy written approval and consent requirements under the Agreement.
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
If any provision of this Agreement is invalid, illegal, or unenforceable, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
This Agreement does not confer any benefits on any third-party unless it expressly stated otherwise.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to its conflicts of law principles. Unless otherwise agreed upon by all parties, any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Colorado, and each party irrevocably consents to the jurisdiction of such courts and waives any objection to such venue based on inconvenient forum.
This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, (3) Katasa website or support documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
