Last updaed: 27 October 2020
Salto Labs Inc. (“Salto”, “our”, “we” or “us”) offers to its customers (“Customers”) an online Software-as-a-Service platform (the “Solution”), which is intended to assist Customers in their management, monitoring and configuration of their Business Applications (“Business Applications”), by collecting, analyzing and changing data therefrom. In addition, our Website located at https://Salto.io/ offers visitors (respectively “Website” and “Visitors”), information on our company, technology and information concerning our Solution, as well as demos and trials of our Solution (if such are made available). The Website together with the Solution and related services, except if specifically otherwise designated, shall be referred to herein as the “Services”. “Users” or “you” refer to: (I) Customer’s first user of the Solution (“Customer’s Admin”), (II) end users invited by Customer and/or by Customer Admin (namely employees and any other Customer personnel) and who use or access the Services under Customer’s account (the “End User(s)”), (III) and Visitors. Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.
ATTENTION - PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SOLUTION AND SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES AND/OR WEBSITE IN ANY MANNER.
IF YOU ARE THE FIRST PERSON TO USE OR ACCESS THE SERVICES, YOU AGREE THAT YOU SHALL BE DEEMED A CUSTOMER ADMIN FOR THE PURPOSE OF THESE TERMS, UNLESS YOU ACTIVELY NOTIFY US THROUGH THE SOLUTION THAT YOU HAVE DESIGNATED ANOTHER END USER OF THE CUSTOMER TO ACT IN SUCH CAPACITY. CUSTOMER ADMIN HEREBY REPRESENT, AGREE AND ACKNOWLEDGE THAT (I) IT HAS BEEN DESIGNATED BY CUSTOMER AND HAS FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES AND BIND CUSTOMER TO THESE TERMS; AND (II) THESE TERMS ALSO CONSTITUTE A BINDING CONTRACT BETWEEN CUSTOMER AND SALTO.
CUSTOMER ADMIN, END USER AND CUSTOMER, HEREBY REPRESENT AND WARRANT THAT CUSTOMER ADMIN AND END USER’S USE OF AND ACCESS TO THE SERVICES ASSOCIATED WITH CUSTOMER, ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF THE CUSTOMER.
Any separate written agreement entered into between Salto and Customer with respect to use and access to the Solution, shall take precedence over conflicting provisions in these Terms.
1. THE SERVICES
1.1. Salto Solution. The Salto Solution is an online Software-as-a-Service platform which is intended to assist Customers in the management and configuration of their Business Applications and related procedures. In order to use the Salto Solution it is required to connect the Salto Solution to Customer’s Business Applications (if and as such are supported by Salto) by providing Salto with the relevant access credentials and thereby allowing Salto to collect and analyze data concerning Customer’s configuration of its accounts in such Business Applications. Customer (including via the Customer Admin) has sole control over which of the Business Applications that Salto supports, are connected to the Customer’s Salto account, and over which permissions are granted to Salto in its access to such connected Business Application accounts.
1.3. Modification of the Services. Salto may continuously update its Services with new capabilities or offerings or replace and/or discontinue some of the capabilities with others. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Salto may at any time, in its sole discretion add or remove supported Business Applications from the Solution. Customer’s sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the Solution. In such event Customer is required to provide Salto with written notice of such termination not later than within fourteen days of being notified of such adverse change and Salto shall provide Customer with a refund for the pre-paid un-used subscription fees.
2. REGISTRATION AND USER ACCOUNT
2.1. Account Registration. In order to use the Services, Customer’s Admin must register and open an account through the Website or as otherwise directed by Salto (the “Salto Customer Account”). Registration may be performed in several manners which we may make available such as through certain credentials (e.g. name, email and password) or social login.. We may allow Customer Admin and/or other End Users to invite other End Users to join the Salto Customer Account as End Users associated with the Salto Customer Account. A person receiving such invite from Salto may choose to join the Salto Customer Account or if such person is not yet a registered End User, s/he will be required to first register to the Salto Solution and open an End User account (“Salto End User Account”). The term “Salto Account” will refer to the Salto Customer Account and/or the Salto End User Account, as the case may be.
2.2. Customer’s Admin Permissions. A Customer Admin holds and may delegate, different roles and permissions to End Users, such as without limitation, to designate other End Users as Customer Admin, allowing certain view and configuration permissions, making payments and placing orders for the Services, etc. all according to the permissions matrix made available by Salto from time to time (the “Salto Permission Matrix”). By registering to a Salto Account, you hereby agree to the Salto Permission Matrix
2.3 Account Security. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by Salto) of your Salto Account and for all activities that occur under your Salto Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Salto Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate your Salto Account if we determine that you or anyone on your behalf is using your Salto Account in a manner which violates these Terms.
2.4 Salto Demo. We may make available on the Website certain demonstration of the Services (“Demos”) and/or allow you to register for a free or paid trial of the Services and Solution (“Trial”). Any Demos and Trials and any use thereof are governed by these Terms. You acknowledge that we may, in our sole discretion and at any time(s), add, remove, discontinue, edit or otherwise change any part of the Demos or Trials (either prospective or ongoing) and the Services made available under such Demos or Trials, without notice, and delete any Customer Data provided in the scope of such Demos and Trials.
NOTE THAT TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR SALTO ACCOUNT. SALTO SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY AND/OR LOSS.
3.1 Salto Intellectual Property. any proprietary and intellectual property rights in and to the Solution and the Website including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (the “Content”) and related materials, Salto’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein (Collectively, the “Salto Properties”), are owned and/or licensed to Salto or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under Federal and state United States law, foreign laws and international conventions.
3.2 Your Use Rights. Subject to your compliance with these Terms, and unless otherwise agreed in writing between you and Salto, Salto grants you a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license, to access and use the Website and where you have purchased a subscription to use and access the Solution (a “Subscription”) or otherwise if you have registered for a Trial or Demo (as such terms defined below), to use the Solution in the scope of such Subscription, Trial or Demo, all solely for Customer’s internal business purposes, in accordance with these Terms. Except as stated above, no other rights in the Solution or the Services are granted.
3.3 Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Website and/or the Solution, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Salto and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Website and/or the Services, (iii) create a browser or border environment around the Website, and/or Solution, link, including in-line linking, to elements on the Website or Solution, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Content in order to build a competitive product or service; (ix) publish or disclose to any third party any quality, performance or benchmark test analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate any of the terms and conditions of this Agreement. You hereby agree that upon Salto’s request you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of these Terms.
3.4 Feedback. In the event that Users provide Salto with any suggestions, comments or other feedback relating to Salto’s Services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is deemed as the sole and exclusive property of Salto and you hereby irrevocably assign to Salto all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise preclude from providing to Salto, and shall promptly inform Salto as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
3.5 Third Party Components. The Services may use or include third party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. Without derogating from Salto’s warranties under section 8, Salto disclaims all liability related to any third-party components utilized in the Services. You acknowledge that Salto is not the author, owner or licensor of any Third Party Components, and that Salto makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
4.1 Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Solution in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon User’s written request, Salto shall return or permanently destroy all Product Data related to User in its possession.
5.2 Authorization to share Customer Data. You hereby represent and warrant that you have the full right, permissions and consents to provide User Data and any other data and information you make available, through the Services (together “Product Data”) under these Terms.
5.3 Use of Product Data. You hereby grant Salto a non-exclusive, non-assignable, non-transferable license to use Product Data you made available to us in the scope of your use or access to the Services (including for the collection storage, processing, analysis, display, transfer and creation of derivatives, thereof) for the purpose of providing the Services to you and to the Customer with which you account is associated, as contemplated hereunder. Salto will store and maintain Product Data for such period of time necessary for it to provide the Services to you or to Customer (as the case may be).
5.4 Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant Salto a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Product Data that has been anonymized and that cannot be used to identify or otherwise understood to be related to you or to Customer, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).
5.5 No use of Business Applications underlying data. Inherent to use of the Solution, our interface and linking to the Business Application may allow us to have access to view and edit the underlying data of your Business Applications, i.e. the data that you manage through your use of the Business Applications (“Underlying Data”). Processing of such Underlying Data is not required for us to provide you with the Services and we undertake that we will not process such Underlying Data or otherwise make any use of it.
6.1 Order Form. We may require you to execute a Purchase Order in order to allow you access or to subscribe to the Services (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Services (“Fees”), the scope of the Services, subscription plan and term, termination rights, additional payment and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by click-accepting an Order Form displayed through the Website or otherwise in an online form, or by mutual acceptance in writing.
6.3 Unless otherwise agreed between the Parties in an Order Form, all Order Forms are final and may not be cancelled or terminated for convenience by User or Customer. Salto may cancel or terminate an Order Form at any time, for convenience, by providing written notice (including by email), provided that in such event Salto shall refund to User/Customer any pre-paid unused Fees.
6.4 Unless otherwise set forth in an Order Form, any Fees owed by you to Salto shall be paid to Salto in advance of the provision of the relevant Services.
7.1 Services Availability. The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Salto’s service providers and contractors. Salto does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free.
8.1 You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.
9.1 SALTO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES INCLUDING WITHOUT LIMITATION ANY CONTENT, MATERIALS, DATA AND INFORMATION MADE AVAILABLE THERETHROUGH OR RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. SALTO AND ITS AFFILIATES AND/OR ITS SUBSIDIARIES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “SALTO AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, LEGALITY, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION AVAILABLE, OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES.
9.2 SALTO DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES, SOLUTION AND/OR WEBSITE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES AND/OR WEBSITE, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE WEBSITE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
10.1 YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS SALTO, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THESE TERMS, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THE SERVICES; (III) ANY RIGHTS OF A THIRD PARTY WITH REGARD TO YOUR PRODUCT DATA, INCLUDING PRIVACY OR INTELLECTUAL PROPERTY RIGHTS. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION AND WE WILL ALLOW YOU TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER AS LONG AS YOU CONDUCT SUCH DEFENSE DILIGENTLY.
11.1 EXCEPT WITH REPSECT TO DAMAGES ARISING FROM SALTO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL SALTO AND/OR ANY OF THE SALTO AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF SALTO TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF SALTO BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY WEBSITES.
11.2 IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, SALTO IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OR ANY CONTENT, SALTO’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO SALTO UNDER APPLICABLE ORDER FORM DURING THE TWELVE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE NO ACTION MAY BE BROUGHT BY YOU IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
11.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 9 SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR SALTO’S PROVISION OF THE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF SALTO AND/OR ANY SALTO AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
12. Amendments to these Terms
12.1 Salto may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on the homepage of the Services and/or we will send you notifications regarding such changes to the e-mail address available in your Salto Account information. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
13. 1 Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
13.2 Governing Law and Jurisdiction. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of California, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to the exclusive jurisdiction and venue of the competent courts of the City of San Francisco, CA.
13.3 Assignment. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms, without Salto's prior express written consent. For the avoidance of doubt, you may assign these Terms to another entity, in connection with a merger, acquisition, or sale of all or substantially all of its assets or shares (except for an assignment to a competitor of Salto), provided that you deliver us with prompt written notice of such assignment. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Solution and Services (or any part thereof) to a third party without your consent or providing any prior notice.
13.4 Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
13.5 No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
13. 6 Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you wish to receive more information on these Terms, please contact us using the details provided below: