Terms of Service

Welcome, and thank you for your interest in Salus Solutions, Corp. ("us," "we," "Salus," or the "Company"), our website at https://www.trysalus.com/, and various related services (collectively, the "Services"). The Services and their features are provided to you subject to your compliance with all the terms, conditions, and notices contained or referenced in this agreement (the "Agreement").

1. User's Acknowledgment and Acceptance of Terms

You are permitted to use the Services only if you: (1) represent that you are able to form a binding contract in your jurisdiction; (2) comply with our Agreement; (3) will not copy or distribute any part of the Services in any medium without Company's prior written authorization except as permitted through the Services' functionality and under this Agreement; (4) provide accurate and complete information when creating an account; (5) acknowledge you are solely responsible for the activity that occurs while signed in to or while using the Services; and (6) acknowledge your sole responsibility for your content submissions, including incident reports, compliance data, and other such content.

The Service is available only for individuals aged 18 years or older who are authorized representatives of educational institutions or organizations. If you are agreeing to this Agreement on behalf of an educational institution or organization, you represent and warrant that you are authorized to agree to this Agreement on that institution's or organization's behalf and bind them to this Agreement (in which case, the references to "you" and "your" in this Agreement, except for in this sentence, refer to that institution or organization). We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where this Agreement or use of the Service is prohibited or to the extent offering, sale, or provision of the Service conflicts with any applicable law, rule or regulation.

YOUR USE OF THE SERVICES, INCLUDING BY KEEPING YOUR CONTENT OR DATA ON THE SERVICES, CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SERVICES NOW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, OR ANY PRODUCTS, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICES, IS TO STOP USING THE SERVICES AND/OR THOSE PARTICULAR PRODUCTS. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THIS AGREEMENT BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SERVICES.

In this Agreement, we use the terms "you" and "your" to mean any institution or entity using our Services to manage Clery Act compliance and related campus safety data. As used in this Agreement, "User(s)" refers to any individual using the Services.

2. Account Information and Security

When you register, you provide us with some basic information, which may include an e-mail address, user ID, and password ("Account Information"). To use the Services, you agree to provide Salus with true, accurate, current, and complete information about yourself and your institution, and to keep your Account Information current and accurate. You agree to not allow others to access your account. You alone are responsible for anything that happens from your failure to maintain security and confidentiality, such as by sharing your Account Information with others, and we will not be liable for any loss or damage resulting from your failure to comply with these obligations. If someone is using your account, notify us immediately. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. Additionally, you acknowledge that internet transmissions are never completely private or secure and you understand that any message or information you send to the Services may be read or intercepted by others, even if it is encrypted.

3. Clery Compliance Data

The Services enable you to collect, upload, store, transmit, display, modify, and otherwise process ("Process") incident reports, crime data, compliance records, and other information related to your institution's Clery Act obligations ("Compliance Data"). You are solely responsible for ensuring that all Compliance Data you provide to Salus is accurate, complete, and compliant with all applicable laws, including the Clery Act, FERPA, and other federal and state regulations. You represent and warrant that you have the legal right and authority to provide such Compliance Data to Salus for processing and that such Compliance Data was collected and provided in compliance with all applicable data protection and privacy laws. You are responsible for providing all legally required privacy notices and disclosures to individuals whose data is included in your Compliance Data and obtaining any legally required consents.

4. Intellectual Property

The entire content and materials contained on the Services, including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Services and other intellectual property (the "Content") are owned by or licensed to Salus to the fullest extent under the copyright laws of the United States and other countries. Images of people or places displayed on the Services are either the property of, or used with permission by, Salus. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. We neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with the Company. We may redesign the Services in our sole discretion at any time.

5. Your Content

Salus does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, Compliance Data, or other data, content, information, or materials that you input on or through the Services (collectively, "Your Content"). As between you and Salus, you retain all right, title, and interest in Your Content, and Salus retains all right, title, and interest in the Salus Platform (including improvements and enhancements to the Salus Platform, along with new products and features).

Salus performs technical functions necessary to offer the Services, including but not limited to reformatting Your Content to allow its use through the Services and using Your Content to make improvements to the Services and you hereby grant Salus a non-exclusive, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of or otherwise fully exploit Your Content to provide these services and in accordance with this Agreement.

6. Restrictions

You represent and warrant that you will not contribute Your Content or otherwise use the Services or interact with the Services in any manner that: (i) infringes or violates the intellectual property rights or any other rights of anyone else (including Salus); (ii) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Salus; (iii) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable; (iv) jeopardizes the security of your Salus account or anyone else's (such as allowing someone else to log in to the Services as you); (v) attempts, in any manner, to obtain the Account Information, account or other security information from any other user; (vi) violates the security of any computer network, or cracks any passwords or security encryption codes; (vii) runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); (viii) "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (ix) copies or stores any significant portion of the Content; or (x) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

7. Salus Intellectual Property Rights

As between Salus and you, Salus or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Agreement. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to this Agreement. All rights not explicitly granted to you are reserved by Salus.

8. Feedback

We always appreciate feedback and are always on the lookout for ways to improve. For feedback, comments, questions, or concerns, you can contact us at support@trysalus.com and we will return your e-mail at the soonest opportunity possible. In the event that you provide comments, suggestions, paid enhancements to the Service as part of a statement of work, or recommendations to Salus with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service), (collectively, "Feedback"), you hereby grant to Salus a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

9. Cost of Services

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

1. Paid Services. Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please see our Paid Services page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
2. Billing. To the extent that we will bill you for your use of Paid Services, we use a third-party payment processor (the "Salus Account Payment Processor") to bill you through a payment account linked to your account on the Services (your "Salus Account"). The processing of such payments will be subject to the terms, conditions and privacy policies of the Salus Account Payment Processor in addition to this Agreement. Currently, we use Stripe, Inc. as our Salus Account Payment Processor. You can access Stripe's terms of service at https://stripe.com/us/checkout/legal and their privacy policy at https://stripe.com/us/privacy. We are not responsible for error by the Salus Account Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Salus Account Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Salus Account Payment Processor, to charge your chosen payment provider (your "Salus Account Payment Method"). You agree to make payment using that selected Salus Account Payment Method. We reserve the right to correct any errors or mistakes that the Salus Account Payment Processor makes even if it has already requested or received payment.
3. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Information regarding such recurring payment plans and their pricing is available at https://www.trysalus.com/pricing. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR SALUS ACCOUNT PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR SALUS ACCOUNT PAYMENT METHOD, PLEASE CONTACT US AT SUPPORT@trysalus.com.

10. Guarantee and Warranty; Limitation of Liability

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SALUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF SERVICES, OR THE PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SALUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SALUS DOES NOT WARRANT THAT THE SERVICES, PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES OR ELECTRONIC COMMUNICATIONS SENT FROM SALUS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SALUS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, OR FROM ANY PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

IN NO EVENT WILL SALUS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE SERVICES OR ANY USE OF THE SERVICES, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE SERVICES, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SALUS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORIES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SALUS ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS OR EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO SALUS IN CONNECTION WITH THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING SHALL CONSTITUTE SALUS'S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.

11. Indemnity

You agree to indemnify and hold Salus harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

12. Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in New York County, New York, U.S.A.

13. Termination of Service

You may terminate this Agreement at any time by contacting Salus at support@trysalus.com.

Salus may also terminate your privilege to use or access the Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Services and agree not to access or make use of, or attempt to use, the Services. Furthermore, you acknowledge that Salus reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Services. You understand that Salus may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Salus. All provisions of this Agreement which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

14. Privacy

Salus's current privacy policy is available on the Services and at our website (trysalus.com/legal/privacy) (the "Privacy Policy"), which is incorporated by this reference. Please review the Privacy Policy closely.

15. Changes and Amendments to Terms

This Agreement is effective as of the "Last Modified" date identified at the top of this page. We expressly reserve the right to change this Agreement from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Services and this Agreement from time to time and to familiarize yourself with any modifications. Your continued use of the Services after such modifications will constitute acknowledgement of the modified Agreement to abide and be bound by the modified Agreement.

16. General Terms

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable. The remaining portions will remain in full force and effect. Any failure on the part of Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

Company may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without your consent, including, but not limited, to a subsidiary or an acquirer of assets. You may not assign or delegate any rights or obligations under this Agreement without Company's prior written consent, and any unauthorized assignment and delegation by you is void.

You acknowledge that you have read this Agreement, and understand and agree to be bound by the terms and conditions herein. You further acknowledge that this Agreement represent the complete and exclusive statement of the agreement between us and that it supersedes and cancels any proposal or prior agreement oral or written, and any other communications between us related to the subject matter contained in this Agreement.