Catalog Pro Terms of Service

1. Scope and Acceptance

These Terms of Service ("Terms") are a legally binding agreement between you and VIXIV LLC d/b/a Catalog Pro ("Catalog Pro," "we," "our," or "us"). They govern your access to and use of Catalog Pro's website, mobile applications, software, APIs, marketplace features, communications, and related services (collectively, the "Platform").

By accessing or using the Platform, creating an account, accepting an invitation, submitting information, or otherwise using Catalog Pro, you agree to these Terms. If you use the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms. If you do not agree, do not use the Platform.

2. About Catalog Pro and the Marketplace

Catalog Pro operates a technology platform and marketplace for branded merchandise, apparel, promotional products, and related workflows. The Platform may help Organizations discover and work with Merch Partners, manage recipient information and merchandise programs, create requests, compare quotes, coordinate approvals, manage orders and production stages, communicate, and use Catalog Pro's data and intelligence tools.

Catalog Pro may facilitate marketplace transactions, including Catalog Pro-originated opportunities, and may offer payment, payout, fee, subscription, or other commercial features from time to time. Unless a transaction-specific or supplemental agreement expressly states otherwise, Catalog Pro is not the manufacturer, decorator, supplier, carrier, or seller of merchandise purchased from a Merch Partner. The commercial agreement for goods or services is generally between the Organization and the applicable Merch Partner.

Catalog Pro does not guarantee that any Organization, Merch Partner, Product Brand, supplier, or other participant will perform as expected. Users remain responsible for evaluating counterparties, product suitability, specifications, pricing, and transaction terms.

3. Eligibility

You must be at least 18 years old to create or control a business account unless Catalog Pro expressly allows another arrangement under a separate youth, school, sports, parent/guardian, or organization-managed program. You must have legal capacity to enter into these Terms and use the Platform in compliance with applicable law.

Catalog Pro may require additional eligibility, verification, consent, or authorization for certain roles, Organizations, Merch Partners, payment features, or higher-risk activities.

4. Accounts, Organizations, and Authorized Users

You must provide accurate, current information and keep your credentials secure. You are responsible for activity conducted through your account and for promptly notifying Catalog Pro of suspected unauthorized access.

Organizations are responsible for managing their authorized users, roles, permissions, rosters, and workspace information. Actions taken by authorized users may be treated as actions of the Organization.

Catalog Pro may suspend, limit, or terminate access when reasonably necessary to protect users, the Platform, marketplace integrity, security, or legal compliance.

5. Recipient Profiles and Personal Information

The Platform may allow recipients, employees, players, members, volunteers, or other individuals ("Recipients") to maintain sizes, fit information, preferences, shipping details, feedback, product history, and related profile information.

Organizations and Merch Partners may receive only the information Catalog Pro determines is authorized and reasonably necessary for the applicable merchandise program, order, fulfillment task, support purpose, or other approved use. Access to a Recipient profile does not create an unrestricted right to use or retain that person's information.

Use of personal information is also governed by Catalog Pro's Privacy Policy.

6. Requests, Quotes, Orders, and Marketplace Relationships

The Platform may support requests for quote ("RFQs"), invitations, quotes, counter-offers, awards, purchase orders, production updates, shipments, reorders, reviews, and other marketplace workflows.

Organizations and Merch Partners are responsible for reviewing all specifications, quantities, sizes, artwork, decoration instructions, pricing, taxes, shipping terms, production requirements, deadlines, warranties, and other transaction details before accepting work.

Unless Catalog Pro expressly agrees otherwise in writing, Catalog Pro is not responsible for manufacturing quality, decoration quality, product defects, quote errors, production delays, shipping failures, returns, warranties, chargebacks, or other performance obligations of an Organization, Merch Partner, supplier, carrier, or other third party.

Catalog Pro may classify opportunities or relationships for marketplace, fee, routing, reporting, or operational purposes, including distinguishing pre-existing relationships from Catalog Pro-originated opportunities. Users must not knowingly provide false information to avoid applicable fees, rules, or marketplace requirements.

7. Payments, Fees, Subscriptions, and Payouts

Catalog Pro may charge subscription fees, transaction fees, payment-related fees, implementation fees, integration fees, or other charges where disclosed and authorized. Current pricing, eligibility, free-access periods, marketplace fees, and other commercial terms may vary by plan, transaction, cohort, launch program, agreement, or feature.

Before a charge or marketplace fee applies, Catalog Pro will present or otherwise communicate the applicable commercial terms as required by law and the relevant agreement. Supplemental order forms, launch agreements, pricing schedules, payment terms, or marketplace terms may apply.

When payment functionality is enabled, Catalog Pro may use third-party payment processors or payment-orchestration providers. Catalog Pro may facilitate collection, settlement, reserves, refunds, disputes, or payouts as described in the applicable transaction or supplemental terms. Payment providers may require separate terms, identity verification, or account information.

Users are responsible for applicable taxes except where Catalog Pro is legally required to calculate, collect, withhold, or remit them.

8. Merch Partner Responsibilities

Merch Partners are responsible for the accuracy of their business information, capabilities, quotes, product and decoration representations, production commitments, shipping information, and any confidential pricing or supplier information they provide.

A Merch Partner must have the rights, licenses, permits, and authority necessary to offer and fulfill the goods and services it provides. Catalog Pro may establish qualification, capability-verification, performance, risk, or marketplace-participation requirements and may limit access to opportunities when reasonably necessary to protect marketplace trust and users.

Participation in Catalog Pro does not guarantee any minimum number of opportunities, orders, revenue, ranking position, or customer relationships.

9. User Content and Licenses

You may submit business information, logos, trademarks, product content, artwork, photographs, files, messages, RFQs, quotes, reviews, pricing, documents, comments, feedback, and other content ("User Content"). You retain ownership of your User Content.

You grant Catalog Pro a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to host, store, reproduce, transmit, display, format, index, and technically modify User Content as reasonably necessary to operate, secure, support, improve, and provide the Platform and to carry out authorized marketplace and service functions.

You represent that you have all rights and permissions necessary for the User Content you submit and that your content does not violate law or another person's rights.

10. Catalog Pro Intellectual Property

The Platform and Catalog Pro-provided software, source code, designs, workflows, databases, models, schemas, text, graphics, trademarks, logos, and other proprietary materials ("Catalog Pro IP") are owned by or licensed to Catalog Pro and are protected by intellectual property laws.

Except as expressly permitted, you may not copy, modify, reverse engineer, decompile, distribute, republish, scrape, or commercially exploit Catalog Pro IP without written permission.

11. Acceptable Use

You may not use the Platform to:

• provide false, fraudulent, deceptive, or misleading information;
• impersonate another person or business;
• infringe intellectual property, privacy, publicity, or other rights;
• upload malware or harmful code;
• attempt unauthorized access or circumvent security controls;
• interfere with the Platform or another user's use;
• harvest, scrape, or extract data except as expressly authorized;
• use private Organization, Recipient, or Merch Partner information outside an approved purpose;
• manipulate marketplace classification, fees, rankings, reviews, or opportunities;
• use the Platform in violation of applicable law.

12. Reviews, Rankings, Matching, and Recommendations

Catalog Pro may provide filters, comparisons, matching, scores, recommendations, risk signals, or other decision-support information. These tools are intended to assist users and do not replace the user's own judgment or any required human approval.

Catalog Pro does not guarantee that a recommended product, Merch Partner, quote, size, or other option will be the best choice for every person or situation. Availability, fit, product data, preferences, evidence, and other inputs may be incomplete or change over time.

Catalog Pro may distinguish objective intelligence from sponsored or promotional content. When Catalog Pro provides sponsored or promotional exposure, Catalog Pro will identify it as such and will not intentionally use sponsorship to silently alter objective rankings or recommendation measures.

13. Artificial Intelligence Features

Catalog Pro may provide artificial intelligence, machine-learning, or model-assisted features, including Risp and other tools. AI-generated or model-assisted outputs may be inaccurate, incomplete, or based on limited information.

AI features are informational and decision-support tools unless Catalog Pro expressly states otherwise. They do not constitute legal, financial, accounting, engineering, manufacturing, procurement, or other professional advice. Users should independently evaluate material decisions.

Catalog Pro does not guarantee the accuracy, availability, or suitability of AI-generated outputs. Human approval remains required where Catalog Pro's workflows or governance reserve a decision to a person.

14. Data, Analytics, and Platform Improvement

Catalog Pro may collect, process, analyze, and create information generated through use of the Platform to operate and secure the Platform, improve products and workflows, provide support, measure performance, prevent fraud and abuse, develop approved intelligence, and produce aggregated or de-identified insights.

Catalog Pro may use aggregated or de-identified information for analytics, benchmarking, research, product development, and commercial insights where permitted by law and applicable agreements, provided the information does not reasonably identify an individual or expose confidential Organization or Merch Partner information.

Catalog Pro does not sell Recipient personal information. Additional details are provided in the Privacy Policy.

15. Third-Party Services and Integrations

The Platform may connect to third-party services such as authentication, cloud hosting, communications, analytics, shipping, payment, HR, commerce, proofing, or other integration providers.

Third-party services are governed by their own terms and privacy practices. Catalog Pro is not responsible for a third party's independent services, outages, security practices, or content, except to the extent required by law or an agreement with Catalog Pro.

16. Mobile Applications and App Stores

If you download a Catalog Pro mobile application through an app store, the app store's terms may also apply. These Terms are between you and Catalog Pro, not the app store, except where applicable platform rules provide otherwise.

The app store provider is not responsible for Catalog Pro's maintenance, support, warranties, or claims relating to the Catalog Pro application except as required by its own terms or applicable law. Your use of the mobile application must comply with applicable app-store rules.

17. Beta, Pilot, and Preview Features

Catalog Pro may make beta, pilot, preview, experimental, or limited-release features available. These features may be incomplete, contain errors, change, or be discontinued. Availability to one pilot, Organization, Merch Partner, role, or cohort does not mean a feature is generally available.

Unless otherwise agreed in writing, beta and pilot features are provided "AS IS" and should not be relied upon for mission-critical use.

18. Suspension and Termination

Catalog Pro may suspend, restrict, or terminate access if we reasonably believe a user violates these Terms, creates security or legal risk, engages in fraud or abuse, fails to pay applicable amounts, misuses marketplace processes, infringes rights, or materially harms Catalog Pro or other users.

You may stop using the Platform at any time. Termination does not affect rights, obligations, payment duties, licenses, dispute rights, confidentiality duties, or other provisions that by their nature should survive.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." CATALOG PRO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND ERROR-FREE OPERATION.

CATALOG PRO DOES NOT GUARANTEE ANY USER, ORGANIZATION, MERCH PARTNER, PRODUCT, QUOTE, RECOMMENDATION, TRANSACTION, PAYMENT, SHIPMENT, OR BUSINESS OUTCOME.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIXIV LLC D/B/A CATALOG PRO AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CATALOG PRO'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CATALOG PRO DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US $100.

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.

21. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless VIXIV LLC d/b/a Catalog Pro and its affiliates, members, managers, officers, employees, contractors, licensors, and agents from claims, losses, liabilities, damages, judgments, costs, and reasonable attorneys' fees arising from your use of the Platform, your User Content, your transactions, your violation of these Terms, your infringement of another person's rights, or your violation of law.

Catalog Pro may assume control of the defense of any matter subject to indemnification, in which case you agree to cooperate.

22. Governing Law

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law rules, except to the extent applicable law requires otherwise.

23. Informal Resolution, Arbitration, and Class Waiver

Before filing a formal claim, you and Catalog Pro agree to attempt in good faith to resolve the dispute through written informal negotiations for at least 30 days after notice of the dispute.

Except where prohibited by law or where a claim is eligible for small-claims court, unresolved disputes will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules. Arbitration will take place in Utah unless the parties agree otherwise or applicable law requires another location.

To the fullest extent permitted by law, disputes must be brought on an individual basis and not as a class, consolidated, representative, or private-attorney-general action.

Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, security, or prevent misuse of the Platform.

24. Changes to the Platform and These Terms

Catalog Pro may modify the Platform and these Terms from time to time. If a change to these Terms is material, we will provide notice as required by law, which may include posting the revised Terms on the Platform or providing notice through an account or email.

The "Effective Date" above identifies the current version. Your continued use after revised Terms become effective constitutes acceptance where permitted by law.

25. General Terms

If any provision of these Terms is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without Catalog Pro's written consent. Catalog Pro may assign these Terms in connection with a merger, financing, reorganization, acquisition, or sale of assets.

These Terms, the Privacy Policy, and any applicable order form, launch agreement, marketplace terms, payment terms, or other supplemental terms constitute the agreement governing your use of the Platform for the matters they cover.

26. Contact

VIXIV LLC d/b/a Catalog Pro
646 W 1080 North Cir
American Fork, UT 84003
Email: cy@catalogpro.ai
Website: https://catalogpro.ai