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Last updated: July 2nd, 2025

TERMS OF SERVICE

These Terms of Service (the “Terms”) govern use of the SALUS safety management platform (the “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 (as defined herein) collectively as the “Services”.

Acceptance

These Terms constitute a legal contract between SALUS Technologies Inc. (referred to as “SALUS” or “we” or “us”) and the individual or legal entity (and, if an entity, including its authorized users) that accesses or uses the Services (referred to as “Customer” or “you” or “user”. These Terms become effective when you: (a) subscribe to the SALUS Platform, by downloading our mobile app, (b) by creating an account with us, or (c) by otherwise accessing and using the Services. If you do not agree with these Terms, do not access the Services.

We may update or amend these Terms from time to time. Material changes will become effective 30 days after we post the revised Terms, and we may notify you (via e-mail or in-app notice) of such material changes. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you object to the revised Terms, your sole remedy is to stop using the Services before they take effect.

If you have entered into a separate written agreement with SALUS for use of the Services that expressly supersedes these Terms, that written agreement will govern and prevail over these Terms to the extent stated in that agreement.

1. ACCESS RIGHTS

  1. 1.1 Websites and Resources. Subject to these Terms, SALUS grants you a limited, non-exclusive, nontransferable, revocable right and license to access and use (i.e., display, print, download) the materials and content made available through the SALUS websites and resources (e.g. the SALUS blog, educational resources, articles, training and forums) solely (collectively, the “Resources”) for (a) your internal business purposes in connection with your authorized use of the Services, or (b) your own personal, non-commercial use, provided that: (i) you retain and keep intact all copyright, trademark and other proprietary notices of SALUS; (ii) you do not disseminate or distribute the Resources publicly outside of your organization without our prior written consent; (iii) you do not sell or otherwise commercialize the Resources for your own gain or for the gain of any other person; and (iv) you abide by the Acceptable Use section below. All rights not expressly granted to you are reserved by SALUS.
  2. 1.2 Platform. Subject to these Terms, SALUS will make its Platform available to you based on the subscription type(s), quantity and subscription term purchased. SALUS grants the Customer and its authorized users a a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right and license to access and use the Platform and related documentation during the applicable subscription term solely for the Customer’s internal business purposes and in accordance with these Terms. Authorized users may include employees, individual contractors, or workers who work with the Customer and have been provisioned an Account by Customer under a subscription.
  3. 1.3 Aggregated Data. Customer acknowledges and agrees that the Platform compiles, stores and uses aggregated data and system usage, analytics and diagnostic information to monitor and improve the Services and for the creation of new products. All data collected, used, and disclosed by SALUS will be in aggregate, anonymized and/or de-identified form only and will not identify Customer, its users, Customer Data, personal information, or any third parties utilizing the Services.

2. Accounts

  1. 2.1 Users. The Platform may be accessed and used by up to the maximum number of users included in a Customer’s Platform subscription. Customer shall not share, reassign, or otherwise permit any login credentials to be used by more than one individual at a time (i.e., no “shared,” “concurrent,” or “pooled” use). 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 and SALUS’ then-current rates for additional users (prorated for the remainder of the relevant subscription term, if applicable).
  2. 2.2 Accounts and Profiles. Customer is required to open an account in order to use the Platform (each, an “Account”). During registration, a user will be asked to provide personal information in order to create an Account. Customers and authorized users using the Platform must provide accurate, current and complete information when creating their Account. Customers and users are responsible for all activities that occur under their Accounts and for any issues, claims or disputes arising out of their conduct. Customers and users must take appropriate steps to protect their 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 Accounts and its Account credentials, except to the extent such losses result from SALUS’s breach of these Terms or applicable law. Customer must promptly (and in any event, within 24 hours, notify SALUS in writing of any actual or suspected unauthorized access to, or use of, an Account and shall cooperate with SALUS’ reasonable security or mitigation measures. 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. 
  3. 2.3 Linking Accounts. An authorized user may link their Account with companies on the Platform that employ or engage the authorized user (a “Linked Customer”). By establishing or maintaining a link, you expressly authorize SALUS to disclose to the Linked Customer any personal information you provide when registering for, creating, or modifying your Account, together with any subsequent updates. SALUS discloses that information solely so the Linked Customer can administer its subscription and meet its legal obligations; SALUS is not responsible for the Linked Customer’s handling of such information. You are solely responsible for keeping all Account and profile information accurate, current, and complete at all times..
  4. 2.5 Account Deactivation. Users may deactivate their Account at any time through the Platform or via a support request. Deactivation disables login credentials but does not (i) terminate the applicable Customer’s subscription, (ii) relieve Customer of any payment obligations, or (iii) trigger automatic deletion of data. Any Customer Data (as defined herein) submitted to or through an Account belongs to the Customer and will remain in the Platform after deactivation of an Account in accordance with the Customer’s subscription and the SALUS’ data retention policies. SALUS will delete or anonymize Customer Data only upon the Customer’s written instructions or as required by applicable law.

3. Acceptable Use Policy

  1. 3.1 Acceptable Use. 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 or any output generated by the Services in any manner that violates any applicable laws, including workers compensation statutes or breaches any contractual or fiduciary obligation to a third party; (b) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable anti-spam laws (including Canada’s Anti-Spam Legislation, S.C. 2010, c. 23); (c) knowingly send or store any content that is infringing, defamatory, obscene, threatening, or otherwise unlawful or tortious, including content that violates any individual’s privacy or publicity rights; (d) post or transmit any file that 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 therein; (e) attempt to gain unauthorized access to the Platform or related systems or networks, probe, scan, or test their vulnerability, 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, nor publicly disclose the results of any such tests or analysis..
  2. 3.2 Suspension. In addition to any termination rights of SALUS pursuant to these Terms, extraordinary circumstances may require SALUS to suspend or terminate (where appropriate), as determined in SALUS’s reasonable discretion, Customer’s access to and/or use of, or otherwise modify, the Services or any specific feature in the Services in order to: (a) prevent material damages to, or material degradation of the integrity of, SALUS’s or its provider’s internet network; or (b) comply with any law, regulation, court order, or other governmental order. SALUS will notify Customer of such suspension or termination action as far in advance of such suspension or termination as reasonably possible, and if such advance notice is not possible, then as soon as possible after such suspension or termination. In the event of a suspension, SALUS will limit such suspension to that which is minimally required and will promptly restore Customer’s access to the Service as soon as the event giving rise to the suspension has been addressed (including by Customer agreeing to accept the risks associated with such suspension) or resolved. Unless caused by a breach of these Terms by Customer: (i) all fees related to the subscription, or other suspended services shall be waived for the duration of the suspension and any such waived subscription fees which have been pre-paid shall be refunded to Customer; and (ii) in the event of a termination for cause effected by Customer, Customer shall receive a refund of any and all prepaid fees applicable to the remainder of the then-current subscription term.

4. Customer Data and Personal Information

  1. 4.1 Data Ownership. As between SALUS and Customer, Customer exclusively owns all rights, title and interest in and to all information and materials you enter, create, upload, submit and store in the Platform (the “Customer Data”). Customer hereby authorizes SALUS to use Customer Data as required to provide the Services in accordance with the terms hereof. Each Customer and user warrants that SALUS’ use of the Customer Data will not violate the rights of any person or any applicable law.
  2. 4.2 Control and Access. Customer alone decides what Customer Data to submit and configures the access permissions available within the Platform. SALUS will only access Customer Data as required: ed (a) to provision, operate or maintain the Platform for Customers and users, (b) to prevent, investigate, or address service or technical problems, or security incidents, (c) in connection with support requests, (d) to comply with applicable law, regulation, or valid legal process (in which case, SALUS will give Customer prior notice unless legally prohibited), or (e) 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.
  3. 4.3 Protection of Customer Data. In connection with the provision of the Services, SALUS will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Platform and Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by SALUS personnel except (a) to provide the Platform and prevent or address service or technical problems, (b) as compelled by law and upon identification of lawful authority, (c) as expressly permitted in writing by Customer, or (d) as allowed under applicable data protection laws. SALUS shall, in connection with the provision of the Services, comply with data protection laws, as well as the SALUS’ Privacy Policy..
  4. 4.4 Customer Obligations. Customer’s instructions to SALUS for the processing of Customer Data and any personal information contained therein shall comply with applicable data protection laws. Customer shall have sole responsibility for the accuracy, quality, and legality of personal information and the means by which Customer acquired the personal information. Customer hereby represents and warrants to, and covenants with SALUS that Customer Data will only contain personal information in respect of which Customer has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable SALUS to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of personal information, including by or to SALUS and to or from all applicable third parties.
  5. 4.6 SALUS’ Processing of Personal Information. SALUS shall secure personal information with all necessary safeguards appropriate to the level of sensitivity of the personal information. SALUS shall only process personal information on behalf of and in accordance with Customer’s documented instructions and applicable data protection laws for the following purposes: (a) processing in accordance with these Terms; (b) processing initiated by Customer’s users in their use of the Services; and (c) processing to comply with other documented reasonable instructions provided by Customer where such instructions are consistent with these Terms and applicable data protection laws. SALUS shall ensure that its personnel engaged in the processing of personal information: (x) are informed of the confidential nature of the personal information, (y) have received appropriate training on their responsibilities, and (z) are under contractual or statutory obligations to maintain the confidentiality of Customer Data. SALUS shall take commercially reasonable steps to ensure the reliability of any SALUS personnel engaged in the processing of personal information.
  6. 4.7 Customer Data Portability and Deletion. Upon request by Customer made during a subscription term and within 60 days of such request, SALUS will make the Customer Data available to Customer for export or download. After such 60-day period, SALUS will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited, within six (6) months.

5. Cancellation and Termination

  1. 5.1 Fees. Customer shall pay all fees as specified for a particular subscription. Except as otherwise specified herein, subscription fees are based on the subscription purchased and not actual usage, and payment obligations are non-cancellable. Customer is responsible for maintaining complete and accurate billing and contact information with SALUS.    
  2. 5.2 Overdue Charges. Any payment not received from Customer by the due date may accrue (except with respect to charges then subject to a reasonable and good faith dispute), at SALUS’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
  3. 5.3 Suspension for Non-Payment. SALUS may immediately suspend Customer’s subscription to use the Platform if Customer fails to make any payment due in respect of the Services and does not cure such non-payment within ten (10) business days after receiving notice of such failure. Any suspension of the rights hereunder by SALUS under the preceding sentence shall not excuse Customer from its obligation to make all payment(s) under these Terms.
  4. 5.5 Payment Disputes. SALUS will not exercise its rights under Sections 5.2 or 5.4 hereof if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
  5. 5.6 Taxes. Subscription fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, HST, GST, sales, value-added, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If SALUS has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SALUS will invoice Customer and Customer will pay that amount unless Customer provides SALUS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SALUS is solely responsible for taxes assessable against it based on its income, property and employees.

6. Confidentiality Obligations

  1. 6.1 Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, (including pricing and other terms hereunder), Customer Data (which is the Confidential Information of the Customer), business and marketing plans, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
  2. 6.2 Confidentiality.  Subject to Section 6.4, and unless the Disclosing Party expressly agrees in writing otherwise, the Receiving Party will: (a) use the Disclosing Party’s Confidential Information only during the subscription term and only as necessary to perform the Receiving Party’s obligations under these Terms; (b) disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s directors, officers, agents, employees and authorized subcontractors and their employees and only to the extent that such disclosure is necessary to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under these Terms. Customer shall not disclose any performance, benchmarking, or feature-related information about the Services.
  3. 6.3 Protection.  Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
  4. 6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
  5. 6.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
  6. 6.6 Return of Confidential Information. Upon Disclosing Party’s written request upon expiration or termination of a subscription (or at any earlier time upon written request by the Disclosing Party), the Receiving Party will: (a) promptly deliver to the Disclosing Party all originals and copies, in whatever form or medium, of all the Disclosing Party’s Confidential Information and all documents, records, data and materials, in whatever form or medium, containing such Confidential Information in the Receiving Party’s possession, power or control and the Receiving Party will delete all of the Disclosing Party’s Confidential Information from any and all of the Receiving Party’s computer systems, retrieval systems and databases; and (b) request that all persons to whom it has provided any of the Disclosing Party’s Confidential Information comply with this Section 6.6.

7. Cancellation and Termination

  1. 7.1 Termination for Convenience. Customers may terminate their Platform subscription at any time for convenience by providing no less than 30 days’ 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.
  2. 7.2 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.
  3. 7.5 Effect of Termination and Survival. The termination or expiration of these Terms will not constitute a waiver of Customer’s obligation to pay any fees that have accrued or are otherwise payable. nor will termination prejudice any other rights or remedies of either party that have accrued prior to the effective date of termination. All provisions that by their nature should survive termination of these Terms will survive, such as provisions related to confidentiality, intellectual property rights, indemnification, limitation of liability.

8. Intellectual Property Rights

  1. 8.1 Reservation of Rights. SALUS and its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trade-mark rights, trade secret rights and all other intellectual property rights), in and to the Services and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Services and subject to all of the provisions of these Terms.  Customer shall keep the Services free and clear of all liens, encumbrances and/or security interests. Subject to the limited rights expressly granted in these Terms, SALUS reserves all rights, title and interest in and to the Services as applicable. No rights are granted to Customer pursuant to these Terms other than as expressly set forth in these Terms.
  2. 8.2 IP Restrictions. Customer shall not (and shall not allow users or any third party to): (a) possess, download or copy the Services or any part of the Services, including but not limited any component which comprises the Platform, but not including any output from the Platform; (b) knowingly interfere with service to any of SALUS’ users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing the Services; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services, except to the extent that enforcement is prohibited by applicable law; (d) circumvent any timing restrictions that are built into the Services; (e) sell, rent, lend, transfer, distribute, license, or grant any rights in the Services in any form to any person without the written consent of SALUS; (f) remove any proprietary notices, labels, or marks from the Service or Documentation; (g) create any “links” to or “frame” or “mirror” of the Service or any portion thereof; (h) use the Service to create, collect, transmit, store, use or process any Customer Data that: (i) Customer does not have the lawful right to create, collect, transmit, store, use or process, or (ii) violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (h) use the Services to create works that may be deemed competitive to the Services..
  3. 8.3 Feedback. Customer may provide reasonable feedback to SALUS including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Services (“Feedback”). Customer hereby grants to SALUS a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services, and any other SALUS any products or services, or for any other purposes, any Feedback provided by Customer or its users.

9. AI Features and Data Use

  1. 9.1 Definitions. As used in this Section 9.1, the following terms will have the following meaning:
    1. “AI Feature” means any functionality of the Services that uses machine learning, large language models, natural-language processing, generative AI, predictive analytics, or similar technology to ingest, transform, translate, generate, summarize, benchmark, or otherwise process data.
    2. “AI Provider” means a third-party (e.g., OpenAI, Anthropic, Google Gemini) or SALUS-hosted model or service.
    3. “Training Data” means data (including Customer Data) used to train, finetune, or otherwise improve an AI model.
    4. “Inference Data” means data temporarily sent to an AI Provider to generate an output, and the resulting output
    5. “Derived Data” means data that is (i) anonymized or aggregated so it cannot reasonably identify Customer, an enterprise, or an individual, and (ii) created from or based on Customer Data or Inference Data.
  2. 9.2 Use of AI Features: 
    1. Inference. When an authorizer user uses an AI Feature, the Platform may transmit the relevant Inference Data, via encrypted channels, to an AI Provider. The AI Provider processes the Inference Data solely to generate the requested output and returns it to the Platform.
    2. Model Training.
       i. Opt-Out Default. Customer acknowledges that Inference Data may be retained by SALUS and (after anonymization or aggregation) incorporated into SALUS’ internal model-training pipelines unless Customer disables such feature via toggle on the Platform, or notifies SALUS in writing.
       ii. No Third-Party Training. SALUS will not knowingly allow third-party AI Providers to use Customer Data for their own model training or product improvement unless Customer has expressly opted-in via the Platform.
  1. 9.3 Definitions. As used in this Section 9.1, the following terms will have the following meaning:
    1. (a) Toggle Controls. AI Features will be automatically enabled where available. The Platform toggle controls will permit Customer to disable (opt-out of) any or all AI Features.
    2. (b) Withdrawal of Consent. If Customer or an authorized user withdraws consent to AI processing, SALUS will (i) stop using Customer Data for the relevant AI Feature within fifteen (15) days, and (ii) upon written request, delete or irreversibly anonymize any Customer Data still held for model-training purposes, subject to applicable law requirements.
    3. (c) Human Review. Where an AI Feature produces a decision or recommendation that could materially affect workplace safety, employment, or legal compliance, Customer or the affected user may request human review, and SALUS will provide reasonable cooperation and relevant logs.
  1. 9.4 Accuracy and Customer Responsibility. AI outputs are automatically generated and may contain errors, omissions, or outdated information. They are provided “as is,” without warranty, and do not constitute safety, legal, engineering, or other professional advice. Customer is solely responsible for reviewing, validating, and verifying any AI output before relying on it in its operations or providing it to third parties. Customer will not submit to any AI Feature: (i) personal information that is unnecessary for the stated purpose, (ii) data it is not legally authorized to process or transmit cross-border, or (iii) content that infringes third-party intellectual-property rights.
  1. 9.5 Security. If an AI Feature is powered by a model that SALUS itself hosts and controls, SALUS will implement and maintain administrative, physical, and technical safeguards designed to protect Inference Data, Training Data, and Customer Data in accordance with Section 4.3 and industry standards. Where an AI Feature relies on a third-party AI Provider that SALUS does not host or control, Customer acknowledges that SALUS does not control such third-party AI Provider’s internal operations and therefore cannot guarantee the third-party AI Provider’s performance, availability, or absolute compliance with those commitments. To the fullest extent permitted by law, SALUS’s liability for any act or omission of a third-party AI Provider is limited in accordance with Section 11.2 (Limitation of Liability).

10. Limited Warranties and Disclaimers

  1. 10.1 Limited Warranties. SALUS hereby represents and warrants to Customer that: (a) during the subscription term, the Services will perform materially in accordance with their specifications; and (b) it owns or has sufficient rights in the Services to grant to Customer and its users the rights to access and use the Services granted herein.
  2. 10.2 No Professional Advice. The Services, including any reports, dashboards, alerts, or other content generated or made available by the Platform, are provided solely for general informational purposes and do not constitute, and must not be relied upon as, legal, regulatory, safety, engineering, or other professional advice, recommendations, or certifications of compliance with workplace-safety, workers-compensation, construction-industry, or occupational requirements. Information made available through the Services are provided for general information only and may not always be accurate, complete, or up to date. Applicable laws, regulations, and industry standards change frequently, and automated outputs may contain errors or omissions.. Customers and individuals using the Services are solely responsible for obtaining independent professional guidance with respect to regulatory and legal compliance and for making all decisions regarding workplace safety. The content and resources on any SALUS Services may be added, modified, or discontinued from time to time without notice. SALUS disclaims all liability arising from any reliance placed on the Services or such content, except to the extent such liability cannot be disclaimed under applicable law..
  3. 10.3 Location Disclaimer. The Services are operated and controlled by SALUS from its facilities in Canada and may be hosted on servers located in Canada or other jurisdictions. SALUS does not represent that the Services, or the information available through them, are appropriate or available for use in any particular jurisdiction outside Canada. Individuals or entities who access or use the Services from other locations do so on their own risk and are responsible for: (a) compliance with all applicable local laws, regulations, and industry standards (including import, export-control, and data-protection requirements); and (b) any consequences arising from such access, including the transfer of Customer Data across international boundaries. Access to the Services from jurisdictions where such access is illegal is prohibited.
  4. 10.4 General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SALUS MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THESE TERMS; (II) THE SERVICES; (III) THIRD-PARTY AI PROVIDERS, AND/OR (IV) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR CUSTOMER DATA TRANSMITTED TO OR FROM SALUS VIA THE SERVICES. SALUS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR REQUIREMENTS, THAT THE SERVICES WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE SERVICES CAN BE FOUND IN ORDER TO BE CORRECTED. SALUS DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS OR THIRD PARTY LINKS.
  5. 10.4 Third Party Sites. The Services may include links to third party websites, products or services (collectively, “Third Party Links”) which are provided solely for your convenience only. SALUS does not control, endorse, or assume any responsibility or liability for the Third Party Links, or the content, functionality, security, availability, or privacy practices associated with them.. Access to or use of any Third Party Links is at your own risk and is governed exclusively by the terms and privacy policies of the applicable third party. You are responsible for reviewing, understanding, and complying with those terms and policies. SALUS may disable or remove links or integrations with Third-Party Services at any time without notice..

11. Limitation of Liability

  1. 11.1 No Indirect or Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), EVEN IF EITHER PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL DAMAGES.
    11.2 Limitation of Liability. EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID TO SALUS BY THE CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE THOUSAND DOLLARS ($1,000) IF NO FEES ARE PAYABLE. NOTWITHSTANDING THE FOREGOING, A COMMITMENT TO PAY FEES FOR A MULTI-YEAR SUBSCRIPTION TERM IS NOT LIMITED BY THIS SECTION 11.2; CUSTOMER REMAINS LIABLE FOR ALL COMMITTED FEES.
    11.3 Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) INDEMNIFICATION CLAIMS, (III) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR WILLFUL MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.

12. Indemnification

  1. 12.1 Customer shall defend, indemnify and hold SALUS harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with any claims, demands, suits, or proceedings made or brought against SALUS by a third party (a) alleging that the Customer Data or Customer’s use of the Services in violation of these Terms, infringes the intellectual property rights of, or has otherwise harmed, a third party; (b) based on a breach of any applicable data protection laws or a breach of these Terms; or (c) caused by any negligent act or omission of Customer or its users, employees, contractors or agents (each a “Customer Indemnified Claim”); provided, that SALUS (a) promptly gives written notice of the Customer Indemnified Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Customer Indemnified Claim (provided that Customer may not settle or defend any Customer Indemnified Claim unless it unconditionally releases SALUS of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance and information.

13. Indemnification

  1. 13.1 Governing Law. These Terms shall be governed by the laws of the Province of British Columbia, without regard to its conflict of law principles. The courts located in the Province of British Columbia shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms and each party hereby consents to the exclusive jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and does not apply to these Terms.
  2. 13.2 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.
  3. 13.3 Notices. SALUS will provide you with notices, alerts and communications regarding the Services and these Terms electronically to the email address associated with 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. 688 Hastings St, Vancouver, BC, V6B-1P1 Attention: Gabriel Guetta, Co-Founder & CEO Delivery 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 nondelivery or the absence of the recipient.
  4. 13.4 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.
  5. 13.5 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).
  6. 13.6 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.

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