Terms of Service

If you are accepting these Terms on behalf of an institution, you represent that you have authority to bind that institution.

The agreement between the parties consists of these Terms, each Order Form, and any exhibits referenced in an Order Form, which may include a Service Level Agreement, a Data Processing Addendum, a Security Exhibit, and an Acceptable Use Policy (collectively, the "Agreement").

Order of precedence. In the event of a conflict, the following order controls: (i) a negotiated agreement signed by both parties, (ii) the applicable Order Form, (iii) exhibits referenced in the Order Form, and (iv) these Terms. Where Customer is a public institution whose procurement terms are required by law or policy to govern, those terms control to the extent of any conflict, and the remaining provisions of the Agreement continue in effect.

• "Services" means the Salus platform, including the modules identified in an Order Form, together with any implementation, support, and hosted public pages we provide.
• "Customer Data" means all data, records, narratives, documents, rosters, and other materials that Customer or its source systems provide to, or that we ingest on Customer's behalf into, the Services, together with outputs derived from them.
• "Source Systems" means Customer's records management, computer aided dispatch, student conduct, human resources, email, or other systems from which Customer directs us to ingest data.
• "Authorized Users" means Customer's employees, contractors, and designated personnel whom Customer permits to access the Services.
• "Order Form" means the quotation, purchase order, or ordering document identifying the Services purchased, the fees, and the subscription term.

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

Customer will not, and will not permit any third party to: resell or provide the Services to a third party except as expressly permitted for a multi-campus system identified in an Order Form; reverse engineer or attempt to derive source code; circumvent access controls or usage limits; use the Services to build a competing product; or use the Services in violation of law or the Acceptable Use Policy.

We may update and improve the Services over time. We will not materially reduce the core functionality Customer has purchased during a subscription term.

• Customer is responsible for the accuracy, quality, and legality of Customer Data and for the means by which it was acquired.
• Customer will manage its Authorized Users and their permissions, keep credentials confidential, and promptly notify us of any suspected unauthorized access.
• Customer will designate the personnel authorized to approve classifications, publish records, issue notifications, and perform other consequential actions in the Services.
• Customer will cooperate reasonably during implementation, including by providing access to Source Systems, geography records, and the contacts needed to configure the Services.

THE SERVICES ARE TOOLS THAT SUPPORT CUSTOMER'S COMPLIANCE PROGRAM. THEY DO NOT PERFORM COMPLIANCE ON CUSTOMER'S BEHALF AND DO NOT CONSTITUTE LEGAL ADVICE.

Customer remains solely responsible for its obligations under the Jeanne Clery Act, its implementing regulations, and any other federal, state, or institutional requirement, including determining crime classifications, 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 a law firm and does not provide legal advice. Analysis produced by the Services is a recommendation for review by qualified Customer personnel. Customer is responsible for reviewing, approving, correcting, and, where appropriate, rejecting that analysis before relying on it.

The Services use artificial intelligence to analyze records and to assist with related tasks such as identifying potential duplicate reports and preparing drafts.

• AI output is advisory. Classifications, timely warning recommendations, statistics, and drafts are proposals that require review and approval by Customer's authorized personnel.
• We do not warrant that any classification, recommendation, or generated text is accurate, complete, or sufficient for Customer's regulatory obligations.
• AI inference is performed within our cloud environment in the United States. Customer Data is not used to train or fine tune foundation models and is not used to build a model shared with other customers.
• Customer may configure the Services to require human review of every record, and may disable AI-assisted features that we identify as optional.

Where Customer directs us to connect to Source Systems, Customer authorizes us to access those systems and to ingest the data fields Customer specifies, using the integration 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. We will access Source Systems only as needed to provide the Services, and will use read-only access where available.

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 us to send those communications using the templates, sending identities, and approval settings Customer configures.

Customer is responsible for the content of templates it supplies or approves. We retain a record of communications sent through the Services and make it available to Customer as part of its audit trail.

The Services may host pages that Customer publishes to the public, such as a daily crime log or a campus safety transparency page, including at a domain Customer controls.

• Customer determines what is published. Content reaches a public page only after Customer's authorized personnel approve it, according to the settings Customer configures.
• Customer may withhold, correct, or retract published content through the Services at any time.
• Because these pages may satisfy a legal publication obligation, on termination we will, at Customer's request and for a period of at least thirty days, cooperate in transitioning the published content so that Customer can continue to meet that obligation without interruption, and provide an export of published entries.

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

We process 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. Our handling of personal information is described in our Privacy Policy and, where executed, in the Data Processing Addendum.

We may generate aggregated, de-identified statistics about use of the Services for the purpose of operating and improving them. We will not use those statistics in any way that identifies Customer or any individual.

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use that information only to perform under the Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and subcontractors bound by comparable obligations.

These obligations do not apply to information that is or 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, where legally permitted, give reasonable advance notice so the other party may seek protection.

We maintain 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. Additional detail is provided in the Security Exhibit and in our current security documentation.

We 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 reasonably needed for Customer to meet its own notification obligations.

We design the Services to substantially conform to WCAG 2.1 Level AA and will address reported accessibility defects as part of our normal support process.

Customer will pay the fees stated in the Order Form. Unless the Order Form says otherwise, fees are invoiced annually in advance and due within thirty days of an undisputed invoice. Fees exclude taxes, and Customer is responsible for applicable taxes other than taxes on our income.

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

Non-appropriation. 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 at the end of the period for which funds were appropriated, upon written notice and without further liability other than fees accrued through the termination date.

The Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated. Each subscription term is stated in the Order Form and renews for successive terms of equal 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 pro-rata refund of prepaid, unused fees.

We may suspend access if Customer's use presents a security risk to the Services or others, or if fees are more than sixty days overdue following written notice. We will limit any suspension in scope and duration to what the circumstances require.

On termination, Customer may export Customer Data through the Services for at least thirty days. After that period, and subject to Section 9 and to any retention Customer instructs, we will delete Customer Data from our systems and backups in accordance with our documented procedures, unless retention is required by law. Because records subject to the Clery Act must generally be retained for seven years, Customer is responsible for retaining its own copy of exported records.

We warrant that we will provide the Services in a professional and workmanlike manner and in material conformity with the documentation, and that we will not materially decrease the security protections described in the Security Exhibit during a subscription term.

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

We will defend Customer against any third-party claim alleging that the Services, as provided by us and used in accordance with the Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages finally awarded or amounts we agree in settlement. If the Services become, or we believe they may become, the subject of such a claim, we may procure the right to continue use, modify the Services to be non- infringing, or terminate the affected Services and refund prepaid, unused fees.

This obligation does not apply to claims arising from Customer Data, from use of the Services in violation of the Agreement, or from combination with materials not provided by us.

Customer will indemnify us against third-party claims arising from Customer Data or Customer's use of the Services in violation of the 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.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Without limiting the foregoing, we are not liable for fines, penalties, or other consequences arising from Customer's regulatory determinations, filings, or publications, which remain Customer's responsibility under Section 5.

We may make trials, pilots, or no-fee services available, including one-time outreach campaigns performed at no charge. Those services are provided as is, without warranty or service level commitment, and we may modify or discontinue them at any time.

Customer Data provided during a trial is handled under the same privacy and security terms as paid Services. At the end of a trial, Customer may export its data, after which we may delete it unless Customer converts to a paid subscription.

Neither party will use the other's name, logo, or marks in publicity without prior written consent, except that we may include a discreet attribution identifying Salus as the provider of a hosted public page we serve on Customer's behalf. Customer may request removal of that attribution at any time and we will remove it promptly.

Nothing in the Agreement is an endorsement by Customer of Salus or its Services.

Independent contractors. The parties are independent contractors. Neither party is the agent of the other except as expressly provided in Section 8.

Assignment. Neither party may assign the 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.

Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, other than payment obligations.

Governing law. The Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located there. Where Customer is a public institution required by law or policy to apply the law and venue of its own state, that law and venue apply instead, and any provision of the Agreement that such Customer is prohibited by law from accepting does not apply to it.

Changes to these Terms. We may update these Terms 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 any material change applies beginning with the next renewal, with notice provided at least sixty days in advance.

Notices. Notices must be in writing and sent to the contacts identified in 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 stays in effect. A failure to enforce a provision is not a waiver of it.

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior proposals and understandings. Terms contained in a Customer purchase order or vendor portal do not apply unless expressly agreed in writing, subject to Section 1.

Questions about these Terms may be sent to legal@trysalus.com.