Platform Agreement

The Agreement consists of these terms, each Order Form, and the exhibits referenced on an Order Form, which may include a Service Level Exhibit, a Data Processing Addendum, a Security Exhibit, and the Acceptable Use Policy.

If the documents conflict, the following order of precedence applies: a written agreement signed by both parties; the applicable Order Form; the exhibits; then these terms.

Many of Salus's customers are public institutions that are required to contract on their own terms. Where Customer's procurement terms and conditions are required by law or institutional policy to govern, those terms control to the extent of any conflict, and the remainder of this Agreement continues to apply. No provision of this Agreement that Customer is prohibited by law from accepting applies to Customer.

Terms contained in a Customer purchase order, vendor portal, or similar document do not modify this Agreement unless Salus agrees to them in writing, subject to Section 1.3.

"Services" means the Salus platform and the modules identified on an Order Form, together with the implementation, support, and hosted pages Salus provides under this Agreement.

"Customer Data" means the records, narratives, rosters, documents, files, and other data that Customer submits to the Services or that Salus ingests from a Source System at Customer's direction, together with Outputs derived from that data.

"Source System" means a Customer system, such as a records management system, computer aided dispatch system, student conduct system, human resources system, or mailbox, from which Customer directs Salus to ingest data.

"Authorized User" means an individual whom Customer permits to access the Services, including employees, contractors, campus security authorities, and other designated personnel.

"Output" means a classification, determination, recommendation, statistic, summary, draft, or other result that the Services generate or assist in generating.

"Order Form" means the quotation, purchase order, or ordering document that identifies the Services purchased, the fees, the subscription term, and any campuses or affiliates covered.

Subject to this Agreement, Salus grants Customer a non-exclusive, non-transferable right during each subscription term to access and use the Services for Customer's internal compliance, campus safety, and administrative purposes, and to permit Authorized Users to do the same.

Customer's access continues for the full subscription term stated on its Order Form. Salus will not condition continued access on payment of amounts beyond those stated on the Order Form, and will not restrict or suspend access during the term except as provided in Section 15.3.

Where an Order Form identifies multiple campuses or affiliates, each may use the Services under this Agreement. Customer remains responsible for their compliance with it.

Customer may add Authorized Users, campus security authorities, and department liaisons without additional fees. Salus does not charge on a per seat basis, and the fees on an Order Form are not affected by the number of individuals Customer invites within the scope stated there.

Customer administers its own Authorized Users and their permissions, designates the personnel authorized to approve classifications, publish records, and issue notifications, and is responsible for activity occurring under its accounts.

Salus will perform the implementation activities described on the Order Form, which typically include configuring Customer's Clery geography, establishing connections to Source Systems, ingesting historical records where requested, and configuring review and approval settings.

Implementation depends on Customer's reasonable cooperation, including timely access to Source Systems, geography and property records, and the personnel needed to make configuration decisions.

Salus provides support as described in the Service Level Exhibit. Support is included in the subscription fee unless the Order Form states otherwise.

Salus will use commercially reasonable efforts to make the Services available at least 99.5% of the time in each calendar month, measured as described in the Service Level Exhibit and excluding scheduled maintenance, emergency maintenance, and events described in Section 20.4.

Salus will provide advance notice of scheduled maintenance and will schedule it outside of United States business hours where practicable.

Where the Service Level Exhibit provides service credits, those credits are Customer's exclusive remedy for failure to meet the availability commitment, except that Customer may terminate under Section 15.2 for a persistent failure that constitutes a material breach.

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer Data remains under the control of the institution that provides it, and Salus does not acquire ownership of Customer Data by processing it.

Customer grants Salus a non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide and support the Services, to maintain the audit trail the Services produce, and as otherwise permitted by this Agreement.

Customer is responsible for the accuracy and legality of Customer Data and represents that it has the rights necessary to provide it to Salus.

Salus may generate aggregated and de-identified data about use of the Services and may use it to operate, secure, and improve the Services. Aggregated and de-identified data excludes Customer Data and may not be used in a manner that identifies Customer, an Authorized User, or any individual.

The Services use artificial intelligence and machine learning to analyze records, identify potential duplicates, and prepare drafts and analyses for review.

Salus does not use Customer Data to train or fine tune foundation models, and does not use Customer Data to build or improve a model made available to other customers. Salus's subprocessors are contractually prohibited from doing so.

Inference is performed within Salus's cloud environment in the United States. Configuration derived from Customer's review decisions, such as institution-specific classification guidance, is stored as data within Customer's environment and applied only to Customer.

Outputs are advisory and may contain errors. Salus does not warrant that an Output is accurate, complete, or sufficient for any regulatory purpose. Customer is responsible for reviewing Outputs before approving, publishing, submitting, or otherwise acting on them.

Customer may configure the Services to require human review of every record and may disable AI-assisted features that Salus identifies as optional.

The Services support Customer's compliance program. They do not perform compliance on Customer's behalf, and nothing Salus provides constitutes legal advice.

Customer remains solely responsible for its obligations under the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act and its implementing regulations, and under any other applicable federal, state, or institutional requirement. This includes determining crime classifications and geography, maintaining and publishing the daily crime log, deciding whether to issue timely warnings or emergency notifications, preparing and publishing the annual security report, and making regulatory submissions.

Salus is not responsible for fines, penalties, findings, or other consequences arising from Customer's regulatory determinations, filings, or publications.

Customer authorizes Salus to access the Source Systems Customer identifies and to ingest the data fields Customer specifies, using the connection method the parties agree on during implementation.

Customer represents that it has the right to grant that access and that doing so does not violate Customer's agreements with the providers of those systems.

Salus accesses Source Systems on a read-only basis and does not write to, modify, or delete records within them, except where an Order Form expressly provides for a write-back capability that Customer has enabled.

Certain modules send communications on Customer's behalf, including outreach to law enforcement agencies, notices to campus security authorities, and reminders to Authorized Users. Customer authorizes Salus to send those communications using the templates, sending identities, and approval settings Customer configures, and is responsible for the content of templates it supplies or approves.

Salus retains a record of communications sent through the Services and makes it available to Customer.

The Services may host pages that Customer publishes to the public, including a daily crime log and a campus safety transparency page, and may serve them at a domain Customer controls. Content reaches a public page only after Customer's authorized personnel approve it under the settings Customer configures, and Customer may correct, withhold, or retract published content at any time.

Because a hosted public page may satisfy a legal publication obligation, on expiration or termination Salus will, at Customer's request, continue to serve the page for at least thirty days and provide an export of published entries so that Customer can transition without interruption.

Salus processes personal information in Customer Data as Customer's service provider and, with respect to education records, as a school official with a legitimate educational interest under the Family Educational Rights and Privacy Act. Salus does not sell personal information or share it for cross context behavioral advertising.

Salus maintains an information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Data, including encryption in transit and at rest, role based access control, multi-factor authentication, logical tenant isolation, audit logging, vulnerability management, and independent testing. Salus will not materially reduce these protections during a subscription term.

Salus will notify Customer without undue delay, and in any event within seventy-two hours, after confirming a security incident affecting Customer Data, and will provide the information Customer reasonably requires to meet its own notification obligations.

Salus designs the Services to substantially conform to WCAG 2.1 Level AA and addresses reported accessibility defects through its support process.

Customer will not, and will not permit any third party to:

The Acceptable Use Policy is incorporated into this Agreement. Where it conflicts with this Agreement, this Agreement controls.

Each party may receive information of the other that is designated confidential or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to personnel and subcontractors bound by comparable obligations.

These obligations do not apply to information that becomes public without breach, was known without restriction before disclosure, or is independently developed.

If disclosure is required by law, including under an applicable public records statute, the receiving party will give reasonable advance notice where legally permitted so that the other party may seek protective treatment.

Customer will pay the fees stated on the Order Form. Unless the Order Form provides otherwise, fees are invoiced annually in advance and are due within thirty days of an undisputed invoice.

Fees exclude taxes. Customer is responsible for applicable taxes other than taxes on Salus's income. Customer will provide an exemption certificate where applicable.

Fees for a renewal term will not increase over the prior term by more than the amount stated on the Order Form unless Salus provides at least sixty days written notice before the renewal date.

If Customer is a public institution and funds are not appropriated or are withdrawn for a fiscal period, Customer may terminate the affected Order Form effective at the end of the period for which funds were appropriated, on written notice and without further liability other than fees accrued through the termination date.

This Agreement begins on the date described above and continues until all Order Forms have expired or been terminated. Each subscription term is stated on the Order Form and renews for successive terms of the same length unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term.

Either party may terminate for material breach that remains uncured thirty days after written notice. Customer may terminate for convenience where required by its procurement rules, with a pro rata refund of prepaid, unused fees.

Salus may suspend access only if an undisputed amount is more than sixty days past due following written notice, or if Customer's use presents a material security risk to the Services, to Customer Data, or to others. Salus will limit any suspension in scope and duration to what the circumstances require, will notify Customer's designated administrator, and will restore access promptly once the cause is resolved.

On expiration or termination, Customer may export Customer Data through the Services for at least thirty days. After that period, subject to Section 10.4 and to any retention Customer instructs in writing, Salus will delete Customer Data from its systems and backups in accordance with its documented procedures, unless retention is required by law. Records subject to the Clery Act must generally be retained for seven years, and Customer is responsible for retaining its exported copy.

Sections 6, 8, 13, 16, 17, 18, 19, and 20 survive termination, together with any accrued payment obligations.

Salus will defend Customer against a third-party claim alleging that the Services, as provided by Salus and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages finally awarded or amounts Salus agrees in settlement. Salus's obligation does not apply to a claim arising from Customer Data, from use of the Services in breach of this Agreement, or from combination of the Services with materials Salus did not provide.

If the Services become, or Salus reasonably believes they may become, the subject of such a claim, Salus may procure the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid, unused fees.

Customer will indemnify Salus against third-party claims arising from Customer Data or from Customer's use of the Services in breach of this Agreement, except to the extent Customer is a public entity prohibited by law from providing indemnification, in which case Customer's liability is governed by applicable law.

The indemnified party will promptly notify the indemnifying party of the claim, allow it to control the defense, and provide reasonable cooperation at the indemnifying party's expense. No settlement that imposes an obligation on the indemnified party may be made without its consent.

Each party warrants that it has the authority to enter into this Agreement.

Salus warrants that it will provide the Services in a professional and workmanlike manner and in material conformity with the documentation, and that it will not materially decrease the security protections described in Section 11.2 during a subscription term. Customer's remedy for breach of this warranty is correction of the non-conformity or, if Salus cannot correct it within a reasonable period, termination of the affected Services and a pro rata refund.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SALUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SALUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY LAW OR REGULATION.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

Except as provided in Sections 18.3 and 18.4, each party's total aggregate liability arising out of or related to this Agreement will not exceed two times the fees paid or payable by Customer under the applicable Order Form in the twelve months preceding the event giving rise to the claim.

For a party's breach of its confidentiality obligations, for a party's indemnification obligations, and for a security incident caused by Salus's failure to meet its obligations under Section 11.2, the cap in Section 18.2 is increased to four times the fees paid or payable by Customer under the applicable Order Form in the twelve months preceding the event giving rise to the claim.

The limitations in this Section do not apply to Customer's payment obligations, to either party's gross negligence or willful misconduct, or to liability that cannot be limited under applicable law.

Consistent with Section 8, Salus has no liability for fines, penalties, or findings arising from Customer's regulatory determinations, filings, or publications.

Before initiating a proceeding, the party raising a dispute will give the other written notice describing it, and the parties will attempt in good faith to resolve it for thirty days.

A dispute that is not resolved under Section 19.1 will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in New York, New York, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information, and either party may bring an individual claim in small claims court.

Disputes will be resolved individually. Neither party may bring a claim as a plaintiff or class member in a class or representative proceeding.

Section 19.2 and Section 19.4 do not apply where Customer is a public institution that is prohibited by law or institutional policy from agreeing to arbitration or from waiving a judicial forum. In that case, disputes will be resolved in the state and federal courts located in Customer's state, and each party consents to that jurisdiction and venue.

Governing law. This Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules. Where Customer is a public institution required by law or institutional policy to apply the law of its own state, that law applies instead.

Changes to this Agreement. Salus may revise this Agreement from time to time. For a Customer with an active subscription, the version in effect on the effective date of its current Order Form governs for that term, and a revision applies beginning with the next renewal on at least sixty days written notice.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. Any other assignment is void.

Force majeure. Neither party is liable for a delay or failure to perform caused by circumstances beyond its reasonable control, excluding payment obligations.

Independent contractors. The parties are independent contractors. Neither is the agent of the other, except that Salus acts at Customer's direction when sending communications under Section 10.

Publicity. Neither party will use the other's name, logo, or marks in publicity without prior written consent, except that Salus may include a discreet attribution identifying it as the provider of a hosted public page it serves for Customer. Salus will remove that attribution promptly on request. Nothing in this Agreement is an endorsement by Customer.

Notices. Notices must be in writing and sent to the contacts identified on the Order Form. Notices to Salus may be sent to legal@trysalus.com.

Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder continues in effect. A failure to enforce a provision is not a waiver of it.

Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes prior proposals and understandings, subject to Section 1.3.

This Section applies to visitors to trysalus.com and the public pages Salus operates, including its trust center, whether or not they are Customers. Site content is provided for general informational purposes, is not legal advice, and does not create a compliance determination for any institution.

Visitors may not attempt to gain unauthorized access to the site, probe or test its security without written permission, scrape content in a manner that burdens it, or share documentation obtained through a gated area outside their organization without Salus's permission.

The site is provided "as is." Salus's total liability relating to a visitor's use of the site, where no Order Form is in effect, will not exceed one hundred dollars. Liability relating to the Services is governed by Section 18.