CUSTOMER TERMS OF SERVICE

Welcome to Salus Systems, LLC. Thank you for using our products and services. When we use the words “Salus,” “us,” “we,” or “our,” we mean Salus Systems, LLC, provider of ZERO® and other Salus products and services. In addition, when we use the word “you” or “your,” we mean you, the Customer who is using our products and services.

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using ZERO®, other Salus products or services, and our website located at https://teamzero.com (collectively, the “Services”). If you are a Customer, these Customer Terms govern your access to and use of the Services. If you are an Authorized User, the User Terms of Service (the “User Terms”) govern your access to and use of the Services. Customers and Authorized Users are required to comply with our Privacy Policy and Copyright Policy.

These Customer Terms and any Subscription Order(s) that you enter into with Salus (as applicable) form a binding “Contract” between Customer and Salus. If you purchase subscription(s), create a team, invite users to that team, or allow use of the Services by your team after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer.

DEFINITIONS
Capitalized terms not defined elsewhere in these Customer Terms shall have the meanings set forth below.
• “Authorized User” means any person who is invited by and authorized by Customer to access and use the Services.
• “Administrator” means any Authorized User designated by Customer to have access to and oversight of the Dashboard on the Services.
• “Dashboard” means the Services’ functionality for managing Authorized User access, and other administrative and analytical functionality.
• “Enhanced Support Services” means the enhanced services provided by Salus at an additional cost, which may include site visits, consulting and other technology-related services, as purchased and identified on an applicable Subscription Order.
• “Customer” means the organization that you represent in agreeing to the Contract. For example, if you signed up for the Services using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your team (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the team, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
• “Standard Support Service” means the standard level of support provided by Salus for Services at no additional cost to Customer, which includes (a) provisioning, maintaining, and improving the Services and (b) unlimited chat/email support during regular business hours. Standard Support Service does not include site visits, consulting, or any other professional or technology-related services.
• “Subscription Order” means any order that is agreed to between Salus and the Customer setting forth additional terms related to these Customer Terms, which may be procured through the Services' online interface.

ACCESS TO AND USE OF THE SERVICES

Access Grant

Subject to payment of applicable fees, we hereby grant Customer and Authorized Users a non-exclusive, non-transferable right to access and use our Services during the applicable subscription period and for the applicable number of Authorized Users (as provided for in the Subscription Order). Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We are not responsible for the content of any Customer Data (defined below) or the way Customer or its Authorized Users choose to use the Services.

As part of the provision of our Services, we may need to communicate with Administrators and Authorized Users from time-to-time. Customer hereby grants us the limited right to communicate with Administrators and Authorized Users as may be necessary as part of the provision of the Services.

Dashboard
A Customer’s Dashboard will be created in connection with Customer’s access to and use of the Services. Customer will promptly appoint Administrator(s) for the Dashboard and such Administrator(s) shall be responsible for configuring the settings of the Services. Customer must not allow anyone other than Customer’s Administrator(s) to access and use Customer’s Dashboard. Customer acknowledges and agrees: (i) to keep, and ensure that Administrators keep all account login credentials and passwords secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in Customer’s account, (iii) that the login credentials for each Administrator may only be used by that Administrator (i.e., multiple people may not share the same login credentials); and (iv) to promptly notify us if Customer becomes aware of any unauthorized access or use of Customer’s account or the Services.

Authorized Users and Customer Data
Authorized Users may submit electronic files, materials, data, text, audio, video, images or other content transmitted by Authorized Users using the Services (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provide or deprive access to the Services, manage access and permissions, create/delete teams, or add/remove Authorized Users. Customer is responsible for ensuring that all Authorized Users understand how Customer Data may be used and for ensuring compliance with the User Terms.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and (b) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Contract and for the lawful use and transmission of Customer Data and the operation of the Services.

Our Removal Rights
If we believe that there is a violation of the Contract that can be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

Updates to Services
You acknowledge that from time to time we may apply updates to the Services in an effort to improve your experience and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). By continuing to use the Services, you are agreeing to the updates and changes.

SUBSCRIPTION FEES AND PAYMENT

Subscription

A subscription allows a Customer (and its Authorized Users) to access the Services. A subscription is procured via a Subscription Order. A subscription commences when we make it available to Customer and continues for the term specified in the Subscription Order.

Payment Terms
Customer’s access to and use of the Services is subject to payment of all subscription fees due for the Services. Unless otherwise specified in an applicable Subscription Order, all fees shall be due and payable monthly in advance. We will, as mutually agreed: (i) invoice Customers in which case Customer will pay such invoice within thirty (30) days of its receipt thereof, or (ii) if mutually agreed by us and Customer, we may automatically charge Customer using the credit card on file with us each month for all fees incurred by Customers for such month. Customer agrees to provide us with complete and accurate billing and contact information. This information includes legal company name, street address, e-mail address and name and telephone number of an authorized billing contact. Customer agrees to update this information within five (5) days of any change. All payments shall be made in U.S. dollars, and any portion of any amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

Trial Subscription
We may offer Services for free during a trial or evaluation period. A trial subscription is permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. During any free trial period for the Services, all of these Customer Terms will apply, except for the relevant provisions in the payment terms above, and certain additional trial terms and conditions may apply. The User Terms will also apply for all Authorized Users who use the Services during a trial period. Once any free trial period has expired, the Services are billed in accordance with the payment terms above.

Refunds and Credits
There will be no refunds or credits for partial months of service, annual payments, or refunds for months unused with an open account, unless we agree otherwise, in our sole discretion. Any credits that may accrue to Customer’s account for other reasons (for example, from a promotion) will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.

Taxes
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only Salus’ United States (federal or state) income taxes. You agree to pay for any taxes that might be applicable to your use of the Services.

TERM AND TERMINATION

Contract Term
The Contract commences on the day you first access the Services or on the effective date of the first Subscription Order referencing these Customer Terms, whichever is earlier. The Contract remains effective until all subscriptions under the Contract have expired or have been terminated or the Contract itself terminates.

Auto-Renewal
Unless a Subscription Order says otherwise and subject to payment of corresponding fees, (a) all subscriptions automatically renew (without the need to execute a renewal Subscription Order) for additional periods equal to one (1) year or for the same amount of times as the preceding term, whichever is shorter; and (b) the pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing. Salus reserves the right to increase pricing for a renewal term, provided notice is given to you at least thirty (30) days prior to the end of the then current subscription term.

Termination
You are free to terminate the Services at any time by contacting us at support@teamzero.com. If you terminate the Services and are fully paid up, you will not receive a refund or credit for the unused portion of your last billing period. We are free to suspend or terminate your account and refuse any and all current or future use of the Services at any time in the event that you violate these Customer Terms. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account. The Company reserves the right to refuse service to anyone for any reason at any time.

Suspension for Non-Payment
We reserve the right to suspend your account when payment is past due. If your account is suspended for non-payment, you must pay the subscription fees past due and any interest charges to reactivate service.

Termination for Cause
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Effect of Termination
Upon termination of the Contract for any reason, (i) Customer and its Authorized Users will immediately cease all use of the Services; (ii) Customer and its Authorized Users will no longer access their accounts on the Services; and (iii) Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination.

Customer Data Deletion
All Customer Data will be inaccessible from the Services immediately upon termination or expiration of the Contract. We will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. Customer Data cannot be recovered once it has been permanently deleted.

INTELLECTUAL PROPERTY

Customer Data
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. You grant us a limited, worldwide, non-exclusive license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Data for the purpose of supporting your use of the Services, providing Services to you, for our internal business purposes, and as we see fit to enhance our Services and for other business purposes. We may also use Customer Data for the purpose of supporting and developing the Services and for other business purposes, provided that when doing so, we shall only use Customer Data in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, Customer shall retain all right, title and interest in and to the Customer Data and all intellectual property rights therein. Nothing in this Contract will confer on us any right of ownership or interest in the Customer Data or the intellectual property rights therein. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

Our Services
We own and will continue to own our Services, including all related intellectual property rights. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of our rights or interests therein or any other Salus intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in these Customer Terms are reserved by us.

Feedback
Customer, Authorized Users, and any third party consultants or contractors who are using the Services at the direction of and on behalf of Customer consistent with these terms, may from time to time provide suggestions, comments or other feedback to us with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us. You shall, and hereby do, grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

Responsibility for Customer Data
You are solely responsible for the Customer Data that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Services. You assume all risks associated with use of Customer Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Customer Data that personally identifies you or any third party. You may not represent or imply to others that Customer Data is in any way provided, sponsored or endorsed by us.

OUR RESPONSIBILITIES

Providing the Services and Support Services
We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) provide Standard Support Service at no additional charge to Customer. As part of Standard Support Service, we will use commercially reasonable efforts to meet the following:    
• Hours of Operation: Monday-Friday 9am-5pm Eastern Standard Time    
• Support Access Method: Email    
• Support Response Method: Email    
• Number of Support Requests: Unlimited    
• Support Response Time: One business day

We may also provide Enhanced Support Services at an additional cost, as purchased and identified on an applicable Subscription Order.

Linking and Third Party Content
We may provide hyperlinks to other websites maintained by third parties, or may provide third party content on the Services by framing or other methods (collectively, “Third Party Content”). In addition, the Services may include certain applications, features, programs and services provided by third parties (collectively, the “Third Party Applications”). We do not monitor Third Party Content or Third Party Applications and can make no guarantee as to the accuracy or completeness of such Third Party Content or Third Party Applications. The links to third party websites, any Third Party Content, and any Third Party Applications may be provided for your convenience and information only. The content on any linked website or in any Third Party Application is not under our control and, just as with the Services, we are not responsible for the content of linked websites and/or Third Party Applications, including any further links contained in a third party website. We make no representation or warranty in connection with any Third Party Content or Third Party Applications, which at all times and in each instance is provided “as is.” If you decide to access any of the third party websites linked to the Services, any Third Party Content, and/or any Third Party Application, you do so entirely at your own risk.

If a third party links or refers to the Services, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture, or partnership by or with us. In most cases, we are not even aware that a third party has linked to or refers to the Services.

Disclaimer of Warranties
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, COVENANTS OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICES, THE CONTENT POSTED OR AVAILABLE ON THE SERVICES OR THIRD PARTY CONTENT. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICES, THE CONTENT, AND THIRD PARTY CONTENT. WE DO NOT WARRANT: THAT THE FUNCTIONS PERFORMED BY THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; OR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THIRD PARTY CONTENT, OR THAT ANY ERRORS IN THE CONTENT OR THIRD PARTY CONTENT WILL BE CORRECTED. WE DO NOT WARRANT THAT THE SERVICES WILL FUNCTION AS INTENDED AT ALL TIMES, THAT THE SERVICES CONTAIN NO DESIGN FLAWS, OR THAT THERE WILL BE NO MALFUNCTIONS OR ERRORS WITH THE INFORMATION COMMUNICATED USING THE SERVICES. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “WHERE IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability
IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF (I) YOUR CONDUCT OR THAT OF ANYONE ELSE IN CONNECTION WITH USE OF THE SERVICES OR THESE Customer TERMS (II) INABILITY TO USE THE SERVICES OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES AND THE CONTENT, INCLUDING ANY DESIGN FLAW OR MALFUNCTION; (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION, OR DATA, OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THE Customer TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification
We reserve the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services, except as otherwise set forth herein.

If you have a dispute with us, you release us (and our members, directors, officers, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You agree to indemnify, defend and hold us (and our members, directors, officers, employees and agents) harmless from any claim or demand, including attorney fees, made by any third party due to or arising out of (a) your breach of the Customer Terms, or your violation of any law or the rights of a third party, or (b) your use, misuse, or inability to use the Services or any violation by you of these Customer Terms.

GENERAL PROVISIONS

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of the Services.

Privacy Related to Children
We are committed to protecting the privacy of children. You should be aware that the Services are not intended for and should not be used by anyone under the age of 13. You acknowledge that you will only invite Authorized Users to use the Services who are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Customer Terms.

Export Restrictions
Any software and all underlying information and technology downloaded or viewed from the Services (collectively, the “Software or Technical Data”) by you or your Authorized Users may be subject to U.S. export controls, and may be subject to export or import regulations in other countries. You are solely responsible for complying with, and ensuring that your Authorized Users comply with (as applicable), all trade regulations and laws, both foreign and domestic, in your use and viewing of the Services, including, but not limited to, the Software or Technical Data. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including, but not limited to, persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

Assignment
Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Contract, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Salus’ prior written consent.

Severability
If any provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Contract so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Governing Law
We control the Services from our offices within the Commonwealth of Pennsylvania in the United States of America. The Services can be accessed from anywhere in the United States and from other countries worldwide. Since the laws of each state or country able to access the Services may differ, by accessing the Services, you and we agree that the statutes and laws of the Commonwealth of Pennsylvania without regard to choice of laws principles will apply. We do not make any representation that materials made available through the Services are appropriate or available for use in other locations outside of the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Services from other locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.

Complete Agreement
Except as expressly provided in a particular “legal notice” on the Services, these Customer Terms together with the User Terms, any Subscription Order(s), and our Privacy Policy and Copyright Policy constitute the entire agreement between you and us with respect to your use (and prior use) of the Services.

Questions or Concerns
Questions or concerns about these Customer Terms should be sent to support@teamzero.com.

Salus Systems, LLC
545 Browns Drive
Easton, PA 18042

Copyright © 2018 Salus Systems, LLC. All Rights Reserved.

Effective as of: January 1, 2018
Last updated: January 1, 2018