Terms of Use
IMPORTANT-READ CAREFULLY:
The TERMS OF USE ("TOU") is a legal agreement between you (either as an individual or any other legal entity) ("You" or "Your")
and Salus Solutions ("Salus"). Your access to, and use of Salus' websites ("Website") is subject to, and governed by, these
TOU. Be sure to carefully read and understand all of the rights and restrictions delineated in these TOU. For Your reference,
You may print the TOU by using the "Print" option on Your browser. By accessing the Website, you confirm your agreement to
and acceptance of these terms. Salus reserves the right to update the TOU at any time without notice to You. You may view
the current applicable version of the TOU at any time by clicking on the "Terms of Use" link at the bottom of each Website page.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CERTAIN SALUS WEBSITES INCLUDING, BUT NOT LIMITED TO PASSWORD PROTECTED
SITES, CONTAIN TERMS OF USE IN ADDITION TO, OR DIFFERENT FROM THE TOU AND THE TERMS OF USE POSTED ON SUCH WEBSITES SHALL APPLY.
1. Access
Salus has the right, but not the duty, to terminate or suspend Your access to the Website, without notice, for any conduct
that Salus, in their sole discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a
third-party provider or Salus. Salus makes no representation that the information contained in the Website is appropriate or available
for use throughout the world. It is forbidden to access the Website from territories where the legislation provides that the content
or use of the Website is illegal. You choose to use the Website on Your own initiative, and it is Your responsibility to ensure that
You conform to all applicable local laws.
2. Copyright
Salus owns all copyrights to material on the Website and all other intellectual property rights related to the Website.
To the extent that Salus has the right to do so without compensation to third parties, and except for material specifically provided under
other terms, Salus grants You permission to copy materials on the Website solely for Your non-commercial use. You agree that any copies of
material shall retain all copyright and other proprietary notices in the same form and manner as the original. You may not, without
Salus' permission, "mirror" any material contained on the Website or any other server. Except as specified above, nothing contained herein
shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark, patent, copyright, mask
work protection right or any other intellectual property right of Salus or any third party.
3. Information Provided to Salus
3.1. Salus does not want You to, and You should not, send any confidential or proprietary information to Salus via the Website. Any
submission by You to Salus, including but not limited to questions, comments, suggestions or the like shall be deemed to be non-confidential
and shall become the property of Salus. Furthermore, by Your submission You grant Salus an unrestricted, irrevocable license to use, reproduce,
display, perform, modify, transmit, and distribute such information. Salus shall be free to use any ideas, concepts, know-how or techniques
contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products
incorporating such information.
4. Links
THE LINKS ON THE WEBSITE WILL LET YOU LEAVE SALUS' SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF SALUS AND SALUS IS NOT
RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. SALUS IS NOT
RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. SALUS IS PROVIDING THESE LINKS TO YOU ONLY AS A
CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY SALUS OF THE SITE.
5. Export of Information
The United States Export Controls laws prohibit the export of certain technical data and software to certain
territories. No content from the Website may be downloaded or otherwise exported in violation of United States law or any other local law from
where You may be accessing the Website. You agree to comply with all United States and foreign Federal, State and local laws and regulations
applicable to the use of the Website.
6. Limitation of Liability
SALUS MAY NOT, UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF (OR THE INABILITY TO USE) THE WEBSITE OR ANY MATERIAL ON THE WEBSITE. THIS INCLUDES,
BUT IS NOT LIMITED TO, THE LOSS OF DATA OR LOSS OF PROFIT, EVEN IF SALUS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ALL OR PART OF THIS
LIABILITY IS FOUND UNENFORCEABLE FOR ANY REASON, THEN SALUS' MAXIMUM AGGREGATE LIABILITY UNDER SUCH CIRCUMSTANCES FOR LIABILITY THAT WOULD
OTHERWISE HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
7. Assignment
The TOU may not be assigned or transferred by You without the prior written consent of Salus. Salus may assign the TOU to
any affiliate or third party in part or in whole.
8. Disputes
8.1. Any controversy or claim arising out of or in connection with the TOU, its enforcement or interpretation ("Dispute"), will be
finally resolved solely in accordance with the terms of this Section 8.
8.2. If a Dispute arises, the parties will endeavor to resolve the Dispute through good faith negotiation within forty-five (45) days
of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, Salus and You will submit the Dispute to
non-binding mediation conducted by the American Arbitration Association ("AAA") or any other mutually acceptable alternate dispute resolution
organization. Each party shall bear its own expenses but those related to the compensation of the mediator shall be borne equally. The parties,
their representatives, other participants and the mediator (and arbitrator, if any) shall hold the existence, content and result of mediation
in confidence. If the Dispute is not resolved through mediation, claims may be brought in a state or federal court of competent jurisdiction
or resolved through binding arbitration. Notwithstanding the foregoing, Salus shall be entitled to take immediate legal action where required
to protect its confidential or proprietary information, or to obtain any interim injunction.
8.3. Actions on Disputes between the parties with respect to the TOU must be brought in accordance with this Section 8 within two years
after the cause of action arises.
9. Governing Law
The validity, construction and performance of this Agreement will be governed by the substantive laws of the State of
Louisiana, without giving effect to any provisions that would result in this Agreement being governed by the law of any jurisdiction other than
that of the State of Louisiana. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Subject to
Section 8, the parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located
in Shreveport for the purposes of adjudicating any matter arising from or in connection with this Agreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT AND/OR
THE USE OF THE WEBSITE.
10. Access to Password Protected/Secure Areas
Access to and use of password protected and/or secure areas of the Website is restricted
to authorized users only. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution.
11. Data Privacy
11.1. You and Salus agree that they shall comply in all respects with all applicable data protection laws and regulations (or any legislation
or regulations amending or replacing the same) (together, the "Data Protection Laws").
11.2. You shall in connection with these TOU (i) not do or permit anything to be done through an act or omission which might jeopardize or
contravene Salus' liability under Data Protection Laws; and (ii) enter into such agreements as Salus shall reasonably require in relation to the
cross border migration of personal data.
11.3. You shall indemnify and keep Salus fully indemnified against any and all liability, loss, damage, costs (including legal costs) and
expenses which Salus may incur or suffer whether direct or consequential (including without limitation any economic loss or other loss of profits,
business or goodwill) as a result of any breach of Section 11.2.
11.4. WHEN YOU SUBMIT PERSONAL DATA TO SALUS ON THE WEBSITE OR WHEN REGISTERING FOR THE WEBSITE, SALUS MAY TRANSFER AND/OR RETAIN THE PERSONAL
DATA YOU SUBMITTED TO A COUNTRY OUTSIDE THE COUNTRY IN WHICH YOU ARE LOCATED OR FROM WHERE SUCH PERSONAL DATA WAS COLLECTED, WHICH MAY NOT HAVE THE
SAME OR EQUIVALENT DATA PRIVACY PROTECTIONS. IF YOU DO NOT APPROVE OF SUCH TRANSFER AND/OR RETENTION, DO NOT SUBMIT PERSONAL DATA TO SALUS.
11.5. BY AGREEING TO THESE TOU, YOU ARE AGREEING THAT SALUS MAY SHARE YOUR PERSONAL DATA AND OTHER INFORMATION (WITH THE EXCEPTION OF ACCOUNT,
CREDIT CARD AND ORDERING INFORMATION) WITH THIRD PARTIES IN CASES WHERE SALUS BELIEVES YOUR BUSINESS INTERESTS WILL BE SERVED. IF YOU DO NOT APPROVE
OF SALUS SHARING YOUR PERSONAL DATA AND OTHER INFORMATION IN SUCH A FASHION, DO NOT AGREE TO THESE TOU.
11.6 Please click on the "Privacy Policy" link at the bottom of each Website page for disclosures relating to the collection and use of
Your personal information.
12. Disclaimers
12.1 WHILE SALUS ATTEMPTS TO PROVIDE ACCURATE INFORMATION ON THE WEBSITE, IT ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. SALUS MAY
CHANGE THE INFORMATION ON THE WEBSITE, OR THE PRODUCTS MENTIONED, AT ANY TIME WITHOUT NOTICE. MATERIAL, INCLUDING SOFTWARE, ON THE WEBSITE AND THE
WEBSITE ITSELF IS PROVIDED "AS IS" AND SALUS DOES NOT PROVIDE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SALUS SPECIFICALLY DISCLAIMS ANY WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE OR ANY CONTENT OR MATERIAL ON THE WEBSITE.
12.2 SALUS MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE
CORRECTED.
12.3 ANY MATERIAL OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR SOFTWARE.
12.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SALUS OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE TOU.
This constitutes the entire agreement between the parties with respect to the Website and its use and, except with respect to Salus' Websites containing
additional or different terms of use, supersedes all prior agreements, proposals, communications between the parties and understandings, whether written or
oral.
