Terms of Sale and License

1. Parties and acceptance

These Terms of Sale and License (the “Terms”) are a binding agreement between Ocean Edgewater, LLC, a California limited liability company (“Ocean Edgewater,” “we,” “us”), and the person or organization that orders a Dataset (“Customer,” “you”). Ocean Edgewater operates Catholic Intelligence and is the seller and licensor of record for every Dataset.

You accept these Terms by any of the following, whichever occurs first: submitting an Order; countersigning or replying in agreement to an Order Confirmation; paying an invoice for a Dataset; or accessing, downloading, or using a Dataset.

If you accept on behalf of an organization, you represent that you have authority to bind that organization, and “you” means that organization. If you do not have that authority, do not accept.

These Terms apply to Datasets. Your use of the Catholic Intelligence website, API, and MCP endpoint is governed by the Acceptable Use and API Terms. Personal information is handled as described in the Privacy Policy. How the underlying record is compiled and what it does and does not assert is described in the Data Provenance and Sourcing Statement, which is incorporated into these Terms by reference.

2. Definitions

“Record” means the structured compilation of information about the visible Catholic Church maintained by Ocean Edgewater, including its selection, verification, typing, linkage, and arrangement.

“Dataset” means a file or set of files exported from the Record and delivered to you under an Order, together with its accompanying documentation, column definitions, and catalog date.

“Order” means your written request for a Dataset, whether submitted through a form on the site or by email.

“Order Confirmation” means our written response identifying the Dataset, the fee, the catalog date, and any terms specific to that Order. No Order is accepted, and no price is agreed, until we issue an Order Confirmation.

“Permitted Users” means your employees and individual contractors who need the Dataset for your internal purposes and who are bound to obligations at least as protective as these Terms.

“Derived Work” means output you create using a Dataset that does not disclose, republish, or permit reconstruction of any substantial part of the Dataset.

3. Orders, quotes, and pricing

Datasets are sold by written order. We do not publish a general price list, and nothing on the site is an offer capable of acceptance. Any price, scope, or delivery date is quoted in an Order Confirmation and is valid for thirty (30) days unless it states otherwise.

We may decline any Order, in whole or in part, for any lawful reason, including where the stated purpose is inconsistent with section 15.

Each Order Confirmation, once accepted, incorporates these Terms. Where an Order Confirmation and these Terms conflict, the Order Confirmation controls for that Order only, and only as to the specific matter it addresses. Your purchase order, vendor portal terms, or standard terms of business do not apply and are expressly rejected, whether or not we acknowledge them.

4. The license granted

Subject to your payment and continued compliance with these Terms, Ocean Edgewater grants you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license to use the Dataset, for the duration set out in section 10, solely for your internal business, pastoral, academic, or research purposes, and solely by Permitted Users.

Within that scope you may: load the Dataset into your own systems; combine it with your own data; analyze it; and create and use Derived Works, including internal reports, models, maps, and decisions.

You may publish or present insights, statistics, and aggregate findings drawn from a Dataset, including in academic work, provided that (a) no substantial part of the Dataset is disclosed or reconstructable from what you publish, and (b) you attribute the source as “Catholic Intelligence, a work of Ocean Edgewater, LLC,” with the catalog date of the Dataset.

The Dataset is licensed, not sold. No title to the Record, the Dataset, or any intellectual property in either passes to you.

5. Restrictions

Except as section 4 expressly permits, you shall not, and shall not permit any person to:

1. sell, resell, rent, lease, sublicense, distribute, publish, broadcast, or otherwise make available the Dataset or any substantial part of it to any third party;
2. use the Dataset to build, train, populate, enrich, or maintain any directory, database, index, mapping product, or lead list that is offered to third parties, whether for a fee or free;
3. use the Dataset, in whole or in part, as training data, fine-tuning data, evaluation data, or retrieval corpus for any machine-learning model or artificial-intelligence system that is made available to third parties, without our prior written consent, which we may grant on separate terms;
4. remove, obscure, or alter any attribution, catalog date, provenance field, or notice contained in the Dataset;
5. re-identify, contact at scale, or build a marketing list targeting individual clergy or parish staff in a manner inconsistent with section 15 or with applicable law;
6. represent, expressly or by implication, that the Dataset or your use of it is endorsed by, affiliated with, or issued by the Holy See, any episcopal conference, any diocese, or any parish;
7. circumvent, or attempt to circumvent, any technical or contractual limit on delivery, access, or seat count; or
8. use the Dataset in violation of any applicable law, including data-protection, anti-spam, and export-control law.

For the purposes of this section, whether a part is “substantial” is judged qualitatively as well as quantitatively: a small extract that carries the value of our selection, verification, or arrangement is substantial.

6. Reservation of rights in the compilation

Individual facts about the visible Church, such as the address of a parish or the name of a bishop, are facts, and we claim no ownership of any fact.

We do claim, and reserve, all right, title, and interest in the Record and each Dataset as a compilation: the selection of what is included, the verification applied to it, the typing and normalization of fields, the linkage between entities, the ontology and identifiers under which it is published, the arrangement and structure of the whole, and the accompanying documentation. These are protected under United States and international copyright law governing compilations, and by the law of contract as set out in these Terms.

Any feedback, correction, or suggestion you send us about the Record may be used by us without restriction or obligation. Where you send us a correction about a parish, diocese, or institution you serve, you grant us a perpetual, irrevocable, royalty-free license to incorporate it into the Record. This does not transfer any of your other data to us.

7. Delivery, dating, and completeness

Datasets are delivered electronically, ordinarily as UTF-8 CSV, by a link or transfer identified in the Order Confirmation. Risk and responsibility for storage pass to you on delivery.

Every Dataset carries a catalog date. A Dataset is a dated cut of a living record and is accurate as of that date and no later. We do not undertake to update, refresh, re-cut, or notify you of changes after delivery unless the Order Confirmation says so in writing.

Completeness is not warranted and is not represented. Coverage varies by country, diocese, and field. Where a value could not be established with confidence, the field is left blank rather than filled with an estimate. A blank means “not established,” never “does not exist.” The Data Provenance and Sourcing Statement describes how the Record is compiled and what verification does and does not mean.

You are responsible for satisfying yourself, before relying on a Dataset, that it is fit for your purpose. Do not use a Dataset as the sole basis for any decision with legal, financial, safety, or canonical consequence without independent verification.

8. Fees, taxes, and payment

Fees are stated in United States dollars in the Order Confirmation and, unless it states otherwise, are due within thirty (30) days of invoice. Fees are exclusive of sales, use, VAT, GST, and similar taxes, which you are responsible for, other than taxes on our net income.

Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by California law, and you are responsible for reasonable costs of collection.

Where payment is taken by card, it is processed by Stripe, Inc. and we do not receive or store your card number. See section 16.

9. Refunds

You may request a full refund of the fee for a Dataset within fourteen (14) days of delivery, for any reason or none, by writing to [email protected]. On refund, the license granted in section 4 terminates immediately and section 10 applies: you must cease use and destroy all copies, and confirm that you have done so if we ask.

This refund right does not apply to a Dataset prepared to your specification as a custom cut, where preparation has begun, unless the delivered Dataset materially fails to match the specification in the Order Confirmation.

10. Term, termination, and effect

Unless the Order Confirmation states a fixed term, the license granted in section 4 is perpetual as to the delivered cut, meaning you may continue to use the dated Dataset you received. It confers no right to any later cut.

We may terminate the license on written notice if you materially breach these Terms and, where the breach is capable of cure, fail to cure it within thirty (30) days of notice. A breach of section 5 is not capable of cure for this purpose.

On termination or refund you shall, within thirty (30) days: cease all use of the Dataset; delete or destroy all copies in your possession or control, including copies in backups as they rotate out and copies held by Permitted Users; and, if we ask, confirm in writing signed by an officer that you have done so. Derived Works that contain no substantial part of the Dataset may be retained.

Sections 5, 6, 8, 11, 12, 13, 14, 18, and 19 survive termination.

11. Warranties and disclaimer

We warrant that: (a) we have the right to grant the license in section 4; and (b) the Dataset as delivered will materially conform to the description in the Order Confirmation for thirty (30) days after delivery. Your exclusive remedy, and our entire liability, for breach of (b) is re-delivery of a conforming Dataset or, at our option, refund of the fee paid for it.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 11, EACH DATASET IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND OCEAN EDGEWATER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, CURRENCY, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that the Record or any Dataset is complete, current, error-free, or suitable for any particular purpose, and we make no representation as to the continued accuracy of any address, schedule, telephone number, website, or appointment, all of which change without notice to us.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCEAN EDGEWATER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY DATASET WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US FOR THE DATASET GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

These limits do not apply to: your obligations under sections 5 and 13; either party’s liability for fraud, fraudulent misrepresentation, or willful misconduct; or any liability that cannot be limited under applicable law. The parties agree that these limits are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

13. Indemnification

You will defend, indemnify, and hold harmless Ocean Edgewater, its members, officers, and personnel from and against any third-party claim, and any resulting loss, damage, liability, settlement, penalty, or reasonable attorneys’ fees, arising out of or relating to: (a) your use of a Dataset in breach of section 5 or section 15; (b) any Derived Work you publish or distribute; (c) your violation of applicable law, including data-protection and anti-spam law, in connection with a Dataset; or (d) any representation you make about the Record or its endorsement.

We will defend you against any third-party claim that a Dataset, as delivered by us and used in accordance with these Terms, infringes that third party’s United States copyright, and will pay damages finally awarded or amounts we agree in settlement, provided you notify us promptly, give us sole control of the defense, and cooperate. If a Dataset becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may procure the right to continue using it, modify it so it is non-infringing, or terminate the license and refund the fee paid for it, prorated over thirty-six (36) months. This paragraph states our entire liability for infringement claims.

14. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential, including Order Confirmations, pricing, and the non-public structure and documentation of a Dataset. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound to confidentiality.

These obligations do not apply to information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is rightfully received from a third party. Disclosure compelled by law is permitted if the receiving party gives prompt notice where lawful and cooperates in seeking protective treatment.

15. Compliance and permitted purposes

The Record concerns churches, dioceses, and the people who serve them. Contact information in a Dataset is published by those institutions for pastoral and administrative contact. You agree that you will not use a Dataset:

1. to send unsolicited commercial bulk email, text messages, or automated calls in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or equivalent law in your jurisdiction;
2. to harass, defraud, defame, surveil, or target any cleric, religious, employee, or congregation;
3. to discriminate unlawfully against any person or institution on the basis of religion, or to compile a list for that purpose;
4. to make a determination about any individual’s eligibility for credit, insurance, employment, or housing, the Dataset being neither a consumer report nor prepared to the standards of the Fair Credit Reporting Act; or
5. in a way that would bring the Church, or the pastoral purpose for which these records were published, into disrepute.

We may suspend delivery and terminate the license immediately, without refund, on reasonable belief of a breach of this section.

16. Payment and communication providers

We use a small number of third-party providers to transact and to correspond, currently Stripe, Inc. for payment processing, Resend for transactional email, and Cloudflare, Inc. for hosting and delivery. Their handling of personal information is described in the Privacy Policy. Your dealings with a payment provider are additionally subject to that provider’s own terms.

17. Changes to these terms

We may amend these Terms prospectively by publishing a revised version at this address with a new version number and effective date. A revision does not change the terms of any Order already confirmed, or the license granted for any Dataset already delivered, which continue to be governed by the version in force when that Order was confirmed. Prior versions are retained and available on request.

18. Governing law, venue, and disputes

These Terms, and any dispute arising out of or relating to them or to any Dataset, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection to that venue on grounds of inconvenient forum.

Before filing, the parties will attempt in good faith to resolve any dispute by discussion between people with authority to settle, beginning within thirty (30) days of written notice describing the dispute.

Each party waives any right to a trial by jury in any action arising out of these Terms, to the maximum extent permitted by law. Any claim must be brought within one (1) year after it accrues, or it is permanently barred, except where a longer period cannot be waived by law.

19. General provisions

Entire agreement. These Terms, together with the Order Confirmation and the documents incorporated by reference, are the entire agreement between the parties on their subject matter and supersede all prior discussions. Neither party relies on any statement not set out in them.

Assignment. You may not assign these Terms or any license under them, by operation of law or otherwise, without our prior written consent, except to a successor to all or substantially all of your business that is not a competitor of ours and that agrees in writing to these Terms. We may assign freely. Any attempted assignment in breach is void.

Severability and waiver. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce is not a waiver.

Independent parties. Nothing creates a partnership, joint venture, agency, or employment relationship.

Force majeure. Neither party is liable for failure to perform, other than a payment obligation, caused by events beyond its reasonable control.

No third-party beneficiaries. There are none.

Export. You will comply with United States export-control and sanctions law and will not make a Dataset available to any person on a restricted-party list.

20. Notices

Notices to us must be in writing to [email protected], and are effective on acknowledgment or on the second business day after sending, whichever is earlier. Notices to you are effective when sent to the email address on your Order.

Ocean Edgewater, LLC, a California limited liability company, operating Catholic Intelligence. The full registered address is provided on each invoice and on request.