Purpose of Catalyst:Ed

Catalyst:Ed (“Catalyst:Ed”) is a platform that connects 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 (together, “Professionals”) for the completion of specific short-term projects (“Projects”). These Terms of Service (“Agreement”) is a contract between Partners or Professionals and Catalyst:Ed (“Catalyst:Ed”, “we”, “our” or “us”), a Non-Profit (501(c)(3)) registered in the state of Louisiana. Catalyst:Ed may amend this Agreement at any time with thirty (30) days written notice to Partners and Professionals.

Description of Services

Catalyst:Ed provides a number of services (“Services”), including: (1) a service to Partner to find skilled and experienced professionals for specific short-term Projects (“Partner services”) and (2) a service to Professionals to find Projects that require their skills and expertise (“Professional services”). Catalyst:Ed may offer additional services and revise any of the Services offered as needed. Based on these services, if a Partner and Professional agree on terms under which to undertake a Project, a contract is formed directly between such Partner and Professional (“Service Contract”). Catalyst:Ed is not a party to the Service Contract.


By requesting to use Partner Services, you acknowledge that you are an authorized employee or official representative of the Partner (“Partner Representatives”). Partner Representatives and Specialists must be at least 18 years old to register for services offered by Catalyst:Ed.

Use of Services

By using our Services, Partners and Professionals (“You”) agree to the following:

You are solely responsible for, and assume all liability regarding (a) the information and content you contribute to the Catalyst:Ed website (“Website”) and/or Services and (b) your interactions with other users through the Website and/or Services.

You assume all risk when using the Website or Services, including but not limited to risks associated with any online and offline interactions with others.

You will promptly report to Catalyst:Ed 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:Ed by sending an email message to: [email protected].

You will not provide inaccurate or false information to Catalyst:Ed. You authorize Catalyst:Ed, directly or through third parties, to make any inquiries necessary to validate your information at any time.

You will not violate any applicable local, state, national or international law.

Additional terms covering Professional Services:

You acknowledge that in any matters related to this Agreement, you will be acting as an Independent Contractor and not as Catalyst:Ed’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.

You agree that Catalyst:Ed does not, in any way, supervise, direct, or control your work or Services.

The Professional Service does not guarantee placement on Projects.

If You are informed about a Project for a Partner by Catalyst:Ed, You agree not to attempt to circumvent Catalyst:Ed’s services and connect directly with the Partner.

You agree to honor the commitment You make to Partners.

Additional terms covering Partner Services:

Catalyst:Ed will make good faith efforts to find Professionals who meet your requirements. The Partner Service, however, does not guarantee professional placement on Projects.

You understand and acknowledge that Catalyst:Ed has no control over Professionals or over the Services promised or rendered by Professionals.

You agree to notify Catalyst:Ed immediately in writing by emailing us at [email protected] if you need to terminate your project for any reason.

Payment Terms and Methods

Partner or Professionals incur no charges to use Catalyst:Ed to post Projects or to submit bids to work on projects.

Partners may submit a request for a particular project to Catalyst:Ed without any cost through the Website (“Request”). On receiving such a Request, Catalyst:Ed will reach out to Professionals who meet the requirements outlined in the Request to determine interest and availability. Professionals may submit a project bid, including but not limited to location, education credentials, work experience, endorsements, portfolios, and hourly rates (collectively, “Project Bid”)  at no cost. Partners may view Project Bids submitted by Professionals, without charge.

If a Project Bid by a Professional is accepted by the Partner and the Partner and Professional agree to enter into a Service Contract, Catalyst:Ed charges Partners and Professionals a service fee (“Service Fee”) for the service of 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 Professionals. Catalyst:Ed reserves the right to waive all or a part of the Service Fee for a subset of Partners and/or Professionals for a specified period of time (“Discounted Fee”). Catalyst:Ed also reserves the right to modify the Service Fee upon reasonable prior notice to Partners and Professionals. Any such change will not apply to Projects already under a Service Contract.

After a Project Bid has been accepted, the Partner pays Catalyst:Ed the 5% Service Fee (or Discounted Fee as applicable and the Professional pays Catalyst:Ed the 5% service fee (or Discounted Fee as applicable).

Additionally, Catalyst:Ed offers optional value added services to Partners and Professionals. These value added services are covered under a separate Service Agreement between Catalyst:Ed and the Partner or between Catalyst:Ed and the Professional.

If a Partner fails to pay amounts due under this Agreement, Catalyst:Ed is not required to make any disbursements to the Professional. Catalyst:Ed will inform the Professional of any delays in payment for any action, including suspension of work-in-progress, as per the Service Contract between the Partner and the Professional.

By entering into this Agreement, Partners and Professionals are agreeing to not circumvent payment via Catalyst:Ed. Examples of circumventing payment via Catalyst:Ed could include, but are not limited to: directly submitting proposals to Partners identified through Catalyst:Ed; accepting proposals directly from Professionals identified through Catalyst:Ed;  submitting or accepting invoices or payments other than through Catalyst:Ed; and reporting to Catalyst:Ed a project bid amount that is lower than the project bid amount agreed to by the Partner and Professional. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Catalyst:Ed by sending an email message to: [email protected].

As a third party processor, Catalyst:Ed 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 Professional Services by the Partner. Professionals and Partners are solely responsible for understanding and evaluating any tax reporting or liability related to the request or delivery of Projects.

Catalyst:Ed’s Role

Catalyst:Ed is a platform that connects Partners with Professionals for the completion of specific short-term projects. Partners submit a Project Request to Catalyst:Ed through the Website. On receiving such a Request, Catalyst:Ed will use good faith efforts to identify and reach out to Professionals who meet the requirements outlined in the Request. Based on their interest and availability, Professionals may submit a Project Bid to the Partner through Catalyst:Ed. Parrtners agree that they have no obligation to accept any of the Project Bids and the Partner’s decision to contract with a Professional is solely at the Partner’s own risk. Catalyst:Ed may, at its discretion, require Partners and Professionals to sign non-disclosure agreements prior to sharing certain information with them.

This Agreement anticipates that if a Partner accepts a Project Bids submitted by a Professional, the Professional and Partner will enter into a Service Contract that classifies the Professional as an independent contractor of the Partner.

The Partner and Professional agree that Catalyst:Ed is not a party to the Services Contract. Catalyst:Ed does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Project delivered by the Professional.

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

Rating System

Partners and Professionals agree to rate the performance of counterparties that they transact with (“Ratings”) via a survey form sent by Catalyst:Ed. Partners and Professionals understand that the Counterparties are required to rate their performance as well. Catalyst:Ed will not release Ratings for viewing by the general public and will release Professional Ratings to prospective Partners and Partner Ratings with prospective Professionals only with the permission of the rated Professional or Partner.

Catalyst:Ed reserves the right to deny its Services to Partners or Professionals who score an aggregated Rating of less than 80%.

Background Checks

Catalyst:Ed reserves the right to verify any information given to us by Professionals or Partners, but is under no obligation to do so. Unless otherwise stated, any information provided by Catalyst:Ed about a Partner or Professional is based solely on data submitted by the Partner or Professional. Catalyst:Ed 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:Ed.

Limitation of Liability

Catalyst:Ed makes no express representations or warranties with regard to the Services, Project, Website or any activities or items related to this Agreement.  Catalyst:Ed is not liable for any damages, litigation costs or loss of data, production or revenue to the Partner or Professional resulting from the Services Contract. Catalyst:Ed is not responsible or liable for the conduct of Partners or Professionals or for views, opinions and statements expressed by them through its Website.


Partners and Professionals agree to indemnify and hold harmless Catalyst:Ed 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 Professional or any third party that arises in connection with their use of this Website or Services or their acts or omissions in connection with any arrangement between them and another Partner or Professional.

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

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.

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 Catalyst:Ed Platform or Services. Notices hereunder will be invalid unless made in writing and given (a) by Catalyst:Ed via email (in each case to the email address that you provide), (b) a posting on the Catalyst:Ed Website or (c) by you via email to [email protected] or to such other addresses as Catalyst:Ed may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

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.

Assignability. You may not assign this Agreement, or any of its rights or obligations hereunder, without Catalyst:Ed’s prior written consent in the form of a written instrument signed by a duly authorized representative of Catalyst:Ed. Catalyst:Ed 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.

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.

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.

Personal Jurisdiction and Venue. You agree that any claim you may have against Catalyst:Ed must be resolved by Louisiana state courts. You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

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.