Welcome to Salus Systems, LLC (“Salus,” “we,” “us,” or “our”). Thank you for using our products and services.
The Relationship Between You, Customer, and Us
An organization (typically, your employer) that we refer to in these User Terms as “Customer” has invited you to join a team. You are an Authorized User on a team controlled by Customer (any person who is authorized by Customer to access the Services, including you, is an “Authorized User”). Customer has separately agreed to our Customer Terms of Service (the “Customer Terms”) that permitted Customer to create and configure a team so that you and others could join. The Customer Terms contain our commitment to deliver the Services to Customer, who may then invite Authorized Users to join its team(s). You may not use the Services unless you were invited by a Customer to join the Customer’s team. When an Authorized User submits electronic files, materials, data, text, audio, video, images or other content transmitted by Authorized Users using the Services (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and that the Customer Terms provides Customer with control over that Customer Data. For example, Customer may provide or deprive access to the Services, manage access and permissions, create/delete teams, or add/remove Authorized Users, and this control may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH AN AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. SALUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ASAVAILABLE” BASIS.
These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you wish to terminate your account.
Access to and Use of the Services
To access the Services, you may be required to create an account. You must provide your full legal name, a valid permanent email address, and any other information requested in order to complete the signup process. You are entirely responsible for maintaining the confidentiality and security of your account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. We are entitled to act on all instructions received by anyone using your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security, and you further agree to use a security passcode to secure your device where your account information is stored. We will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your account. You may not use anyone else’s account at any time, without the permission of the account holder.
You agree not to use the Services to collect, upload, transmit, display or distribute any content that: (a) violates the rights of any individual, including copyright, trademark, patent, trade secret, moral or privacy rights, publicity rights or any intellectual property or other proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is otherwise objectionable; (c) that is harmful to minors in any way; or (d) that is in violation of any law, regulation, or obligation or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; or (iii) harass or interfere with any other user’s use and enjoyment of the Services.
Proprietary Rights and License
The content of the Services is intellectual property owned, controlled and/or licensed by us and/or our subsidiaries and affiliates, or intellectual property that we are legally permitted to access and use. All applicable intellectual property laws, including copyright laws, protect our rights in and to the content. No portion of the content may be reproduced in any form or by any means, except as provided in these User Terms or in our Customer Terms. All copyright and other proprietary notices on the Services (or on any content displayed thereon) must be retained on all copies thereof.
We grant you a non-exclusive, non-transferable, limited right to access and use the Services, subject to these User Terms. The Services are provided to you as a convenience and for your information only. In addition to other restrictions set forth herein, the rights granted to you in these User Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar mobile platform, website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
We reserve all other rights not granted in these User Terms.
In some cases, it is necessary for our employees to access your account in order to diagnose a problem or to respond to a safety concern involving you or others. When you contact our support team, it is implied that you are allowing Salus employees to access your account, if necessary, in order to resolve your problem. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.
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 affirm that you 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 User Terms, and to abide by and comply with these User Terms. If you are not more than 18 years of age, you are not allowed to use or access the Services.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, COVENANTS OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICES OR THE CONTENT POSTED OR AVAILABLE ON THE SERVICES. 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. 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 ANY CONTENT, OR THAT ANY ERRORS IN THE 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 USER TERMS (II) INABILITY TO USE THE SERVICES OR 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 USER 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.
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 User 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 User Terms.
Laws that Govern these User Terms
We control the Services from our offices within the Commonwealth of Pennsylvania in the United States of America. The Services can be accessed from any of 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.
Legal Action and Arbitration
We may take any legal action we think is appropriate. If your violation of these User Terms causes harm to others, you agree to hold us harmless against any liability for that harm. If there is any dispute between us concerning these User Terms or your use of the Services, you and we agree to submit the dispute to non-binding mediation, followed by binding arbitration. Both the mediation and the arbitration will be governed under the rules of the American Arbitration Association, and the venue for the arbitration will be Allentown, Pennsylvania. YOU ARE THUS GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
Provisions Relating to Apple
Although you can download our ZERO® mobile application (the “App”) through the Apple Store App and use the App on Apple iPhones, iPads or other Apple devices pursuant to the limited, non-transferable license to use the App on your Apple device, Salus, and not Apple, is solely responsible for the App and the content of the App. Apple is not responsible for: (1) the content of the App; (2) providing maintenance or support services for the App; (3) any product warranties, whether express or implied by law, or other warranty obligations (except as set forth below); (4) any claims, including product liability claims, losses, liabilities, damages, cost, or expenses attributable to any failure of the App to conform to any warranty or failure to conform to any applicable legal or regulatory requirement, or arising out of consumer protection or other similar legislation; and (5) the investigation, defense, settlement and discharge of any intellectual property claim brought by a third party against you or us. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for the App to you, and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the App.
By agreeing to these terms relating to Apple, you acknowledge and agree that you are only using the App on an Apple device that you own or control, and you are using it as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions. You further acknowledge and agree that Apple, and its subsidiaries, will have the right (and will be deemed to have accepted the right) to enforce these terms as a third party beneficiary thereof. You represent and warrant to Apple that (i) you are not located in a country that is subject to a U.S. Government embargo or that is designated as a “terrorist supporting country”; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Questions or Concerns
Questions or concerns about these User Terms should be sent to firstname.lastname@example.org.
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