You are viewing the Terms of Service for the following region: United States and other countries outside the European Economic Area ("EEA").

Last Updated: Feb 26, 2020

Please read these Terms of Service ("Terms") carefully as they form a contract between you and Salus North America, Inc. ("Salus," "we," "us," or "our") that governs your access to and use of our services to manage Salus' home heating and related energy control products (the "Services") when you download our mobile application ("App") onto your mobile telephone, handheld device, tablet or using the web version of the Services, available at website provided by Salus, including all updates and upgrades that replace or supplement the App in any respect and which are not distributed with a separate license. Please note that these Terms do not govern any products you may have purchased from Salus, and you should review the warranty and other product documentation (if any) provided with any such products.

BY REGISTERING FOR OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Salus and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning these Terms, please contact us through the App or sending an email to support@salusinc.com.

These Terms are subject to and incorporate by reference our North American Privacy Policy. Users in the EEA receive services from Salus' affiliate, Salus Controls Plc. Those services are governed by a separate term of service and privacy policy.

We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms when you access our Services. Any changes will be effective upon our posting of the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). We therefore encourage you to check the date of these Terms whenever you user our Services to see if these Terms have been updated. Your continued access or use of any portion of the Services constitutes your acceptance of such changes. If you do not agree to any of the changes, we are not obligated to keep providing the Services, and you must cancel and stop using the Services. If, in our sole discretion, we deem a revision to these Terms to be material, we will notify you via our Services or by email to the email address associated with your account.

You may use the Services, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.

You must be a minimum of age 18 or the age of majority in your jurisdiction to register for the Services. By registering for and using the Services, you warrant that you are 18 or older and understand your obligations under these Terms.

To obtain access to the Services, you will be required to set up an account by providing your email address and designating a password. When setting up an account with Salus you must: (a) provide true, accurate, current and complete information about yourself as requested by our registration form (such information being the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Salus may deny approval for access to the Services or withdraw such approval at any time in its sole discretion, with or without cause.

Only users who have registered for an account may access the Services. All users must keep their passwords confidential and are responsible for selecting robust passwords that are not easily deciphered. We will not be liable for any loss or damage arising from any disclosure of your password and consequent unauthorized use of your account.

Software may be downloaded onto your mobile telephone, handheld device, tablet to access our Services. We reserve all other rights to the software. We may automatically check your version of the software and may automatically download new versions of the software to your device.

Any software provided to you is licensed, not sold. Salus grants you a personal, limited, non-exclusive licence to install and use the software, such as the App, for your non-commercial use to access the Services on a single, authorized mobile device, subject to the conditions and limitations set out in these Terms. Any commercial use of the software is prohibited. You have no right to sublicense, copy, transfer, modify or make derivative works of the software. Unless we notify you otherwise, the software license ends when your use of the Services ends. You must then promptly uninstall the software, or we may disable it. You must not work around any technical limitations in the software.

As between Salus and you, Salus or its licensors own and reserve all rights, title and interests in and to the Services and the App, including all intellectual property rights therein, all hardware, software and other items used to provide the Services, other than the rights explicitly licensed to you herein to use the Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Services (including the App) is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Salus. In the event that you provide comments, suggestions or recommendations to Salus related to the Services (including, without limitation, regarding modifications, enhancements, improvements or other changes to the Services) (collectively, "Feedback"), you hereby grant to Salus a world-wide, royalty-free, irrevocable, perpetual, fully transferable, sublicensable license to use and otherwise incorporate any Feedback provided in any way and for any purpose in connection with the Services and/or App, including the right to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit or otherwise communicate to the public by any means whether now known or unknown and distribute your Feedback without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights, including any rights of paternity, publication, reputation or attribution in favor of Salus. The license granted to Salus and the above waiver of any applicable moral rights, survives any termination of the Terms.

By registering with Salus, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use and updates; and (b) subject to applicable law, promotional emails with information on goods or services in which we think you may have interest. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

We will send you informational text (SMS/MMS) messages only If you specifically request us to provide them within the App settings and choose to provide us with your mobile telephone number. You may opt out at any time by changing your App settings. You acknowledge that opting out of receiving text messages may impact your use of the App.

You must immediately notify Salus in writing if you become aware of any unauthorized use of your account or the Services. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Salus with such cooperation and assistance related to any such unauthorized use as Salus may reasonably request.

We reserve the right to suspend or terminate your access to the Services at any time in our sole discretion, with or without cause or notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services due to: (a) an actual or suspected violation of these Terms; (b) use of the Services in a manner that may cause Salus to incur legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled or recurring downtime; or (e) unplanned technical problems and outages. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the Services, Salus will use commercially reasonable efforts to notify you through the Services or by email to the email address associated with your account. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to the data that are stored through the Services.

You must not use the Services to harm others or Salus. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Salus or to build a similar service or website. You must not: damage, disable, overburden or impair the Services (or any network connected to the Services); resell or redistribute the Services or any part thereof; use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Salus) to access or use the Services. In addition, you promise that you will not and will not encourage or assist any third party:

Salus reserves the right, in its sole discretion, to make any necessary unscheduled changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop providing the Services altogether.

Automatic Firmware Updates. Salus may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Firmware ("Updates"). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Product. If you do not terminate a previously created Account, you will receive such Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Product and you agree to promptly install any Updates Salus provides. Your continued use of the Services and the Product is your agreement to these Terms with respect to the Services with respect to updated Product Firmware.

In order to operate and provide the Services, we collect certain personal information about you. Our collection use and disclosure of that information is set out in our Privacy Policy, which is incorporated into these Terms and available at [https://www.salusinc.com].

The software is subject to applicable export laws and regulations and other applicable export control laws. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Download is prohibited to persons located in Cuba, Iran, North Korea, Sudan and Syria. Moreover, without limitation, you may not download or use the software or Services if you are a person identified on any government list of prohibited persons, including the Specially Designated Nationals and Consolidated Sanctions Lists at https://www.treasury.gov/resource-center/sanctions/Pages/default.aspx. You represent and warrant that you are not in any prohibited destination or on any of those lists or under the control of or an agent for anyone on those lists or for the governments of those prohibited destinations.

Salus PROVIDES THE SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Salus MAKES NO - AND SPECIFICALLY DISCLAIMS ALL - REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE DATA YOU PROVIDE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

To the extent permitted by law, you will defend, indemnify and hold Salus harmless from any damages, liabilities, claims or demands (including costs and attorneys' fees) made by any third party due to or arising out of (i) your use of the Services, (ii) your violation of these Terms; or (iii) your violation of any law or the rights of any third party. Salus reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Salus, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Salus' prior written consent. Salus will use reasonable efforts to notify you of any such claim or demand that is subject to your indemnification obligation.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Salus, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, PROFITS OR REVENUE), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF Salus HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF Salus AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE SERVICE FEE, IF ANY. THE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF WHETHER THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

You are contracting with Salus North America, Inc., with an address at 4700 Duke Drive, Suite 105, Mason, OH 45040, USA. The laws of the State of Delaware, USA, govern the interpretation of these Terms and apply to claims for breach of these Terms, without giving effect to conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States or, if you live outside the United States, the laws of the country in which you reside.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

To the extent permitted by applicable law, by agreeing to these Terms, you also agree to arbitrate any and all claims against Salus pursuant to the Federal Arbitration Act and subject to the terms below. You and Salus agree that we intend that this Section 18 satisfies the "writing" requirement of the Federal Arbitration Act, and further agree, that notwithstanding any other provision of the Terms, the Federal Arbitration Act shall govern the interpretation and enforcement of this Section.

If a dispute arises between you and Salus regarding a claim, you and we agree to binding alternative dispute resolution pursuant to the then-current Commercial Arbitration Rules of the American Arbitration Association ("AAA") and its Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules").

All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. The arbitration proceeding will be held in Cook County, Illinois, unless you elect to proceed with a telephonic hearing or unless you and Salus agree to an alternative location. Salus will pay the initial filing fee for any arbitration, but the parties each shall otherwise bear their respective fees and expenses except as may be provided in the AAA Rules.

For a copy of the AAA Rules, to file a claim or for other information about the AAA, contact AAA, at 335 Madison Avenue, New York, NY 10017 or at www.adr.org.

All determinations as to the scope, interpretation, enforceability and validity of these Terms shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision shall survive the termination of the Services or of these Terms. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.

Subject to the provisions of Section 18 (Arbitration and Class Action Waiver), you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Cook County, Illinois, USA, for all disputes arising out of or relating to these Terms.

Notwithstanding anything to the contrary in Section 18, either party may bring an action in such court for temporary injunctive relief to preserve the status quo or to enjoin a violation of these Terms until an arbitrator can be empaneled and determine whether such relief should continue.

We may send you, in electronic form, information about the Services and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Services or when you access our Services. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Services. You may provide legal noticed to us via email to support@salusinc.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Salus North America, Inc., Attn: Connected Services, 4700 Duke Drive, Suite 105, Mason, OH 45040, USA. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

All contents available through the Services, including but not limited to, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are owned by Salus or are the proprietary property of its suppliers, parent, affiliates or licensors. All Rights Reserved.

Salus North America, Inc. and the Salus North America, Inc. logo are, including without limitation, trademarks, service marks or registered trademarks of Computime Group, Ltd., and may not be copied, imitated, or used, in whole or in part, without Salus' prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

Salus may have patents, patent applications, trademarks, copyrights or other intellectual property rights covering subject matter that is part of the Services. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Services does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

If you are a copyright owner or an agent thereof and believe that your copyrights have been infringed, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") or other applicable copyright law by providing our Copyright Agent with the following information in writing (see 17 U.S.C Section 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send any such DCMA notices to: Salus North America, Inc., Attn: Copyright Agent, 4700 Duke Drive, Suite 105, Mason, OH 45040, USA.

These Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we cannot enforce a part of these Terms as written, we will replace that portion of the Terms to the extent enforceable under the relevant law; however, the rest of these Terms will remain in effect. These Terms constitute the entire contract between you and us regarding the Services. The Terms supersede any prior contract or oral or written statements regarding your use of the Services.

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Services.

Any failure by Salus to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. The relationship between Salus and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or the Services.

These Terms have been drawn up in the English language at the express request of the parties.