These Terms of Service (the “Terms”) govern use of the Salus safety management platform, the Salus websites and the resources Salus makes available through its websites, such as our blog, resources, videos and more. We refer to our platform, websites and resources collectively as the “Services”.
Acceptance
These Terms are a legal contract between Salus Technologies Inc. (referred to as “Salus” or “we” or “us”) and each person who accesses or uses the Services (referred to as “Customer” or “you” or “user”). These Terms are accepted by subscribing to the Salus safety management platform, by downloading our mobile app, by creating an account with us, or by otherwise accessing and using the Services. If you do not agree with these Terms, you may not use the Services. These Terms may be updated or amended from time to time.
If you have entered into a separate written agreement with Salus for use of the safety management platform, that written agreement will govern and prevail over these Terms to the extent stated in that agreement.
1. Access Rights
- Websites and Resources. Subject to these Terms, Salus grants you a non-exclusive, non-transferable right and license to access and use (ie, display, print, download) the materials and content within the Salus websites and resources (e.g. the Salus blog, educational resources, articles, training and forums) for your own personal, non-commercial use, provided that: (a) you retain and keep intact all copyright, trademark and other proprietary notices of Salus; (b) you do not disseminate or distribute the materials or content publicly; (c) you do not sell or otherwise commercialize the materials or content for your own gain or for the gain of any other person; and (d) you abide by the Acceptable Use Policy below.
- Platform. Subject to these Terms, Salus will make its safety management platform (the “Platform”) available to each customer who subscribes to the Platform (the “Customer”) based on the subscription type(s), quantity and subscription term purchased. Salus grants the Customer and its authorized users a non-exclusive, non-transferable right and license to access and use the Platform during the applicable subscription term for the Customer’s internal business purposes. Authorized users may include employees and individual contractors or workers who work with the Customer.
2. Accounts
- Users. The Platform may be accessed and used by up to the maximum number of users included in a Customer’s Platform subscription. Sharing or pooling a user’s access among multiple individuals to allow for temporary use by multiple users is strictly prohibited. A Customer may, however, permanently replace a user with another individual as long as the number of users does not exceed the number of users purchased. If a Customer exceeds, or wishes to increase, the number of users using the Platform, additional fees will apply.
- Accounts and Profiles. Customers and individuals using the Platform must provide accurate, current and complete information when creating their user accounts and profiles. Customers and users are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of their conduct. Customers and users must take appropriate steps to protect their user accounts, including, (a) using strong passwords and setting password expiry; (b) keeping user ID’s and passwords confidential; and (c) not providing any false identity information to access the Platform. Salus will not be liable for any losses or damages caused by a Customer’s or a user’s failure to maintain the confidentiality of its user accounts and its account credentials. If you discover or suspect any unauthorized access to or use of your Customer or user account, please reset your password immediately and notify us at support@salussafety.io.
Linking Accounts. Individuals may link their user accounts with companies who are Customers of the Platform. Personal information that is shared with Salus while signing up for an account and creating or modifying a user profile will be shared with each Customer that an individual chooses to link to. It is your responsibility to keep your account and profile information up-to-date. - Personal Information. By creating a user account, you consent to the collection and use of your personal information as set in these Terms and in accordance with the Salus Privacy Policy located at https://salussafety.io/privacy-policy.
Account Deactivation. Users may deactivate their user account at any time through the Platform or via a support request. Any data submitted to Customers through a user account belongs to the Customer and will remain in the Platform after deactivation of a user account.
3. Acceptable Use Policy
- Acceptable Use Policy. You must use the Services solely as contemplated by these Terms and abide by any posted guidelines or policies related to acceptable use and conduct when accessing or using the Services. You will not, and will not permit or assist anyone else to: (a) use the Services in any manner which violates the employment or contractor agreement between Customers and users, or breaches any applicable laws, including workers compensation laws; (b) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (c) knowingly send or store infringing, threatening, libelous or otherwise unlawful or tortious material, including material which violates any individual’s privacy rights; (d) post or transmit any file which contains any known viruses, worms, Trojan horses or any other contaminating or destructive features, or otherwise interfere with or disrupt the integrity or performance of the Services or any data contained in the Platform; (e) attempt to gain unauthorized access to the Platform or related systems or networks, or circumvent or remove any security or use protection mechanisms; (f) frame or mirror any part of the Services on any server or wireless or internet-based device, other than on Customer’s own intranets or otherwise for its own internal business purposes; or (g) conduct any tests or analysis on the security or performance of the Services, including any benchmark tests, without Salus’s prior written consent, or publicly disclose the results of any such tests or analysis.
- Suspension. Salus may, without limiting any other rights or remedies available to it, suspend your use of the Services, or take other appropriate remedial action, to address any violation of these Terms. Salus will provide you with notice of the violation and an opportunity to remedy it prior to suspending any use. If Salus has reasonable grounds to believe the violation presents an immediate threat to the security, integrity or availability of the Services, Salus may suspend use immediately without notice.
4. Data
- Data Ownership. Customers and their users own the data, information and materials they enter, create, upload, submit and store in the Platform (the “Customer Data”). Each Customer and user grants Salus a non-exclusive, limited license to use the Customer Data solely as necessary to perform Salus’s obligations under and in accordance with these Terms. Each Customer and user warrants that it has all rights and consents necessary to grant such license and that its collection and use of the Customer Data will not violate the rights of any person or any applicable law.
- Control and Access. Each Customer determines what Customer Data it uses in connection with the Platform and retains full control over the access to and use of its Customer Data. Salus will generally not access Customer Data, except as required (a) to provision the Platform for Customers and users, (b) to prevent or address service or technical problems, (c) in connection with support requests, or (d) as expressly requested or authorized by Customer or a user (with respect to such user’s own data only). Salus is not responsible or liable for the deletion, damage, loss, corruption of or unauthorized access to any Customer Data, except to the extent caused by Salus’s failure to meet its obligations under these Terms.
- Protection of Customer Data. Salus will maintain commercially reasonable administrative, physical and technical safeguards (including, but not limited to, with respect to access controls, monitoring and logging, vulnerability and breach detection, incident response and encryption) to prevent the unauthorized access, use or disclosure of Customer Data stored in the Platform.
- Customer and User Obligations. Customers and users will use commercially reasonable security precautions in connection with their use of the Platform and their collection, use and submission of Customer Data to the Platform. Customer and users will not upload, use or process Customer Data in the Platform unless they own and/or have lawfully obtained such Customer Data and comply with all laws applicable to such Customer Data. Customers are responsible for managing their user’s Customer Data and responding to any questions from users about their data.
- Service Generated Data. Telemetry data, product usage data, diagnostic data, and similar metadata that Salus collects or generates in connection with your or your users’ use of the Services are referred to as “Service Generated Data”. Salus owns all rights, title, and interest in and to Service Generated Data and will use this data to improve the Services.
- Personal Information. To the extent Customer Data includes personal information, each Customer is responsible for managing that personal information and for ensuring it has obtained proper consents, or has a lawful basis for collecting and using the personal information, and that it has provided any notices required by applicable laws. Salus will not be held responsible for any Customer Data uploaded to the Platform by the Customer.
5. Cancellation and Termination
- Termination for Convenience. Customers may terminate their Platform subscription at any time for convenience by providing written notice to Salus. Upon termination for convenience, Customer will not be entitled to a refund of fees or relieved of future payment obligations for the unused portion of the remaining subscription term.
- Termination for Cause. Either party may terminate these Terms and access to the Services for cause if the other party: (a) is in material breach of these Terms (including, a failure to pay fees when due) and does not remedy such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party; or (b) becomes insolvent or bankrupt, becomes the subject of any proceedings under bankruptcy, insolvency or debtors’ relief law, has a receiver, manager or receiver-manager appointed, makes an assignment for the benefit of its creditors or takes the benefit of any applicable law or statute in force for the winding up or liquidation of corporations.
- Suspension and Termination. Notwithstanding anything to the contrary herein, Salus may, upon (60) days advance written notice to a Customer, suspend or terminate that Customer’s subscription to the Platform, in its sole discretion, if the Customer is in default of its payment obligations hereunder. A suspension under this Section will not constitute a termination of the subscription nor will it relieve the Customer of any of the Customer’s obligations or liabilities under these Terms.
- Data Retention. Customers are responsible for removing their Customer Data from the Platform upon termination of their Platform subscription. Customer Data may be retained or deleted after termination, in Salus’s sole discretion. Upon request, Salus will make Customer Data available for access by the Customer for 60 days from the effective date of termination of the Services.
- Survival. The termination of these Terms will not constitute a waiver of any fees or amounts due by a Customer, nor will termination in any way reduce or compromise any other rights of either party pursuant to these Terms. All provisions that by their nature should survive termination of these Terms will survive.
6. Intellectual Property Rights
- Ownership. Salus owns, or has obtained the rights to use, all intellectual property rights in the Services. This includes the underlying software and technology that operates the Services; all materials and content posted or made available on the Salus websites or through the Services, such as our blog, resources, videos, photos, illustrative graphics, text, research; and the trademark, SalusTM. Except for the limited rights expressly granted in these Terms, Salus and its licensors reserve all of their right, title and interest in and to the above.
- IP Restrictions. Except as expressly permitted in these Terms, you will not: (a) modify, adapt or translate any Services or any materials or content made available through them; (b) create derivative works from the Services; (c) sell, lease, rent, assign, sub-license or distribute any Services, or any materials or content made available through them, to any third party; (d) except as permitted by applicable law, de-compile, reverse engineer or disassemble the Services or any portion of them, or reduce any object code to source code; (e) use or include any Services in any service bureau or fee generating service offered to third parties; or (f) use any Services to create works which are competitive to the Services or which use similar features, functions or graphics.
- Feedback. You grant Salus a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to use, and exercise the intellectual property rights in, your suggestions and feedback regarding the Services, including incorporating such suggestions and feedback into the Platform or any Services. You waive all moral rights in respect of your suggestions and feedback.
7. Limitations and Disclaimers
- Limitations. The Services do not constitute advice or recommendations with respect to workplace safety, workers compensation board requirements, the construction industry or an individual’s occupation. Information made available through the Services are provided for general information only and may not always be accurate or complete. Customers and individuals using the Services are responsible for obtaining their own guidance and advice with respect to regulatory and legal compliance. Content and resources on the Salus websites may be varied or discontinued from time to time.
- Location Disclaimer. The Services are offered and controlled by Salus from its facilities in Canada. Salus does not represent that the Services are appropriate or available for use in other locations. Those who access or use the Services from other locations do so at their own volition and are responsible for compliance with local law.
- General Disclaimer. Salus does not warrant or promise that the Platform or any Services will be uninterrupted, error-free or will meet your specific needs or requirements. Salus does not warrant the performance or security of the Internet and is not responsible or liable for any issues or losses related to risks inherent in Internet connectivity (such as hackers, phishing and malware), except to the extent such issues or losses result from Salus’s breach of its security obligations under these Terms. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, SALUS MAKES NO WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS, OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Third Party Sites. The Services may include links to third party websites, products or services, which are provided for your convenience only. Salus is not responsible for and does not endorse, control or make any representations or warranties as to the websites, products or services offered by third parties. You are responsible for complying with the third party’s terms and for reviewing and understanding the privacy policies of such third parties.
8. Limitation of Liability
- No Indirect or Consequential Damages. neither PARTY will be liable, UNDER ANY CIRCUMSTANCES, for any indirect, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE damages OR LOSSES arising out of or in connection with the services, SUCH AS LOST REVENUE, BUSINESS INTERRUPTION OR FINES, EVEN IF SUCH DAMAGES OR LOSSES ARE CAUSED BY A PARTY’S NEGLIGENCE AND EVEN IF EITHER PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL DAMAGES OR LOSSES.
- Limitation of Liability. EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL BE LIMITED TO THE AMOUNT OF FEES PAID TO SALUS BY THE CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000) IF THERE IS NO PAYMENT OBLIGATION TO SALUS. THIS LIMITATION CANNOT BE USED BY A CUSTOMER TO LIMIT A MULTI-YEAR SUBSCRIPTION TERM COMMITMENT.
9. Governing Law and Dispute Resolution
- Governing Law. These Terms are governed by and will be construed in accordance with the laws of the Province of British Columbia, Canada. Subject to Section 9.2 (Disputes) below, the parties agree to submit to the exclusive jurisdiction of the courts of the Province of British Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
- Disputes. Subject to and without restricting the rights of a party to injunctive relief and any other interim measures of relief, the parties will attempt to settle any dispute relating to the Services or these Terms through consultation and negotiation in good faith and a spirit of mutual cooperation. By mutual agreement, the parties may agree to use some form of non-binding alternative dispute resolution, such as mediation, neutral fact-finding or a mini-trial. The use of any alternative dispute resolution procedure will not be construed as a waiver or estoppel to affect adversely the rights of either party.
- Waiver of Jury Trial and Class Action Rights. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THESE TERMS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
10. General
- Complete Agreement. These Terms are the complete and exclusive statement of the agreement between the parties with respect to their subject matter and supersede all prior representations, proposals, understandings, discussions or other agreements between the parties (whether oral, written, expressed or implied) relating to the matters contained in these Terms. The terms of any Customer purchase order or other general terms of Customer will not be binding on the parties and will not be construed to modify these Terms. Except for updates to these Terms posted by Salus, any changes to or variations from these Terms may only be made in a written document signed by both parties.
- Notices. Salus will provide you with notices, alerts and communications regarding the Services and these Terms electronically to the email address on your account. You may update your account information at any time by using the account settings. Any notice to Salus may be provided by email to legal@salussafety.io or by courier or mail to:
Salus Technologies Inc.
1111 W Georgia St, Floor 20 Suite 2014, Vancouver, BC, V6E 4M3
Attention: Gabriel Guetta, Co-Founder & CEODelivery of notice will be deemed effective upon receipt or, if mailed, 5 days from date of mailing; provided that, for delivery by email, no automated or other response is received indicating non-delivery or the absence of the recipient. - Waiver and Severability. The waiver of a breach of any provision of these Terms will not operate or be interpreted as a waiver of any other breach or any subsequent breach. If any provision of these Terms is unenforceable, that provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability and the other provisions of these Terms will remain in full force.
- Verification. Salus may, upon reasonable notice to a Customer, and no more than once per year, request information to verify that the Customer’s use of the Platform complies with these Terms. If Salus reasonably believes that such information does not correctly disclose Customer’s Platform usage, Salus, or a third party appointed by Salus, may conduct an audit to verify that Customer’s use of the Platform complies with these Terms. If the audit shows that Customer is in violation of these Terms, Customer will reimburse Salus for its reasonable expenses related to the audit and will pay any appropriate additional fees.
- Force Majeure. Neither party will be liable or responsible for any delay or failure in performance caused by a force majeure event, such as fire, flood, strike, government or military authority, earthquake, act of terrorism, pandemic, internet or telecommunications failure or any other cause beyond its reasonable control (which expressly excludes a lack of sufficient funds).
- No Third Party Beneficiaries. Except as expressly provided in these Terms, no person, other than a party to these Terms, will be entitled to enforce any of these Terms.