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Terms of Service

IMPORTANT – Read carefully before using the Services (as defined herein) provided by Salient Systems Corporation (“Salient”). You may not access or use the Services to which these Terms of Use –Cloud Services apply unless you agree to all of the terms and conditions set forth herein.

THESE TERMS OF USE – CLOUD SERVICES (“TERMS OF USE”) GOVERN CUSTOMER’S USE OF THE SERVICES (AS DEFINED HEREIN). THESE TERMS OF USE, ALONG WITH ANY SALES ORDER ENTERED INTO IN CONNECTION HEREWITH, AS WELL AS ANY OTHER DOCUMENT INCORPORATED INTO THESE TERMS OF USE OR ANY SALES ORDER, FORM A BINDING CONTRACT BETWEEN SALIENT AND CUSTOMER.

CUSTOMER ACCEPTS AND AGREES TO THESE TERMS OF USE, BY (1) ACCEPTING A SALES ORDER (OR ISSUING A PURCHASE ORDER) THAT REFERENCES THESE TERMS OF USE, (2) BY CLICKING ON AN “ACCEPT”, “AGREE” OR SIMILAR BUTTON, OR CHECKING A BOX INDICATING AGREEMENT TO THESE TERMS OF USE, IN A WEB FORM OR AS PART OF THE DOWNLOAD OR INSTALLATION OF THE SOFTWARE OR AN ACTIVATION KEY, OR (3) USING THE SERVICES.

THE INDIVIDUAL ACCEPTING THESE TERMS OF USE ON BEHALF OF THE CUSTOMER REPRESENTS THAT: (1) THEY HAVE THE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS OF USE; AND (2) THE CUSTOMER WILL BE BOUND BY AND BECOMES A PARTY TO THESE TERMS OF USE. IF THE INDIVIDUAL ACCEPTING THESE TERMS OF USE DOES NOT HAVE SUCH AUTHORITY, SUCH

INDIVIDUAL MUST NOT ACCEPT THESE TERMS OF USE ON CUSTOMER’S BEHALF.

IF THE CUSTOMER DOES NOT AGREE TO THESE TERMS OF USE BY ONE OF THE MEANS SPECIFIED HEREIN, THE CUSTOMER SHOULD NOT USE THE SERVICES.

These Terms of Use between Salient and Customer sets forth the legal rights and obligations governing Salient’s offer, provisioning and delivery of Services, and Customer’s receipt and use thereof. 

Customers shall contract for, and order multi-period Software license subscriptions, by entering into a supplemental Software License Subscription Agreement with Salient. Such supplemental Software License Subscription Agreement is only applicable when Customer shall be contractually obligated to make Software License Subscription Agreement payments over a multi-period term.

The entire “Agreement” between Salient and Customer shall consist of these Terms of Use and, to the extent applicable, the terms and conditions in each Software License Subscription Agreement, the CompleteView End User License Agreement, and Software Maintenance Agreement. In the event of an inconsistency between a term or condition, the following order of priority shall prevail:

    1. Software License Subscription Agreement (multi period subscription contract if applicable);
    2. Software Maintenance Agreement;
    3. This Terms of Use Agreement; and
    4. CompleteView End User License Agreement
  1. Definitions
    1. “Channel Partner” means an entity that Salient has authorized as a distributor or reseller of the Software that has entered into an order, agreement or other document with a Customer for the Customer’s purchase of Services.
    2. “Customer” means the company, business or other legal entity that is the end user of the Software and the Services. A Customer contracts directly with a Channel Partner to purchase the Services.
    3. “Customer Account” means a Customer Account established in the Services and can be connected to a Channel Partner Account.
    4. “Channel Partner Account” means a Channel Partner Account established in the Services and can be connected to a Customer Account.
    5. “Service” or “Services” or “Software” means the complete suite of cloud enabled services, web portals, client software, application software, and the Salient-provided operating system environment when applicable.
  1. Acceptance of Terms of Use. These Terms of Use, which include Salient’s Privacy Policy (https://www.salientsys.com/privacy), govern Customer and Customer’s end users’ use of the Services. By using, visiting, or browsing the Services, Customer and end user accept and agree to these Terms of Use. If Customer or its end users do not agree to these Terms of Use, the Services should not be utilized.
  2. Changes to Terms of Use. Salient may, from time to time, change these Terms of Use, including the Privacy Policy. Such revisions shall be effective immediately upon posting. Customers should view these Terms of Use often to stay informed of any changes that may affect Customers. Customers continued use of the Services thereafter signifies Customer’s acceptance to such changes. Salient will use its commercially reasonable efforts to notify Customer of any changes.
  3. Privacy. Personal information is subject to Salient’s Privacy Policy (https://www.salientsys.com/privacy), the terms of which are incorporated herein. Please review the Privacy Policy to understand Salient’s practices.
  4. Communication Preferences. By using the Services, Customer consents to receiving electronic communications from the Service relating to Customer’s Account, and further represents and warrants that Customer has obtained from end users’ prior express written consent sufficient to permit Customer and Salient to contact end users by autodialed telephone calls including text messages. These communications may further involve sending emails to Customer or displaying notices within the Customer and Channel Partner’s Software. Communication may include notices about Customer’s Account (e.g., change in password, confirmation e-mails and other transactional information) and are part of Customer’s relationship with Salient. Customer agrees, and shall ensure that each end user agrees, that any notices, agreements, disclosures, or other communications that Salient sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Customer also consents to receiving certain other communications from Salient, such as newsletters about new Service features and content, special offers, promotional announcements and customer surveys via email or other methods. Salient’s primary means of communicating information from the Service is by email or text. This information includes status reports, general notices, and alerts. If Customer does not wish to receive certain non-transactional communications, unsubscribe using the unsubscribe options on the email and Customer shall ensure that each end user is informed in writing about their options to unsubscribe as set forth above. Customer represents and warrants that it has reviewed and agrees to our Privacy Policy (https://www.salientsys.com/privacy) including without limitation receipt of marketing communications as set forth therein. By using the Service’s text messaging options (including alerts and multi-factor authentication), Message and Data Rates may apply to each text message sent or received as provided in Customer’s cellular service rate plan. Salient will not be held responsible for any charges incurred on Customer’s or Customer end users’ cellular service plan as a result of using text message notifications, and Customer shall be responsible for informing its end users in writing that Message and Data Rates may apply. Customer shall maintain written records sufficient to demonstrate its compliance with its obligations under this Section and shall furnish such records to Salient upon request.
  1. Subscription, Billing, Cancellation
    1. Subscription
      1. Ongoing Subscription. Customer’s Service subscription will continue annually unless and until the Service is canceled by Customer or terminated by Salient.
      2. Differing Subscriptions. Salient may offer several Service plans, with differing options, features, conditions, and limitations. Salient reserves the right to modify, terminate or otherwise amend its Service plan offerings.
    2. Billing and Cancellation
      1. Recurring Billing. By initiating a Service subscription, Customer authorizes Salient to charge Channel Partner a recurring Service fee at the rate specified in the applicable Software License Subscription Agreement, or Software Maintenance Agreement, or if no Agreement exist, at the then-current rate, for Services provided by Salient to the Customer. Customer acknowledges that the amount billed each recurring period may vary for reasons that may include differing amounts due to changing/adding additional Services. Resolution of Customer payment terms are managed by Customer and Channel Partner agreements.
      2. Price Changes. Except as provided for in a multi-period Software License Subscription Agreement, Salient reserves the right to adjust pricing for its Service or any components thereof in any manner and at any time as it may determine at its sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, Channel Partner Agreement, or a Software License Subscription Agreement, any price changes to Services will take effect 30 days following notification.
      3. Billing Cycle. The subscription fee for the Service will be billed at the beginning of Customer’s Service term and each recurring period thereafter unless and until the Service is canceled. Salient will automatically bill Channel Partner’s payment method in support of the Customer subscription each recurring period on the calendar day corresponding to the commencement of the Service unless an alternate arrangement has been agreed to in writing. Service fees are fully earned upon payment. Salient reserves the right to change the timing of its billing, or party billed, for any reason. Channel Partner shall pay Salient, in advance, an annual service charge for any subscription-based service, beginning on the date on which such Customer’s account for such service is activated by Salient.
      4. Payment. Channel Partner agrees to pay Salient all Service fees in the manner specified when invoiced to enable the Service for the Customer. Service fees are exclusive of, and Customer agrees to pay all taxes and similar surcharges. Except for amounts disputed in good faith and in accordance with this section, fees not paid in full within thirty (30) days of the date of invoice will be past due and subject to a 1.5% per month interest fee or the maximum rate permitted by law, whichever is less, and Channel Partner will be liable for any costs of collection. If Channel Partner is in default of its payment obligations, Salient may immediately suspend any and all Services provided to Customer. If Channel Partner has not cured such non-payment within thirty (30) days of Service suspension, Customer’s Services will be deemed to have been terminated and any applicable early termination fees shall become payable to Salient immediately. Customer and Channel Partner acknowledge that during any account suspension and upon termination Customer and Channel Partners accounts will no longer have access to data warehoused in the Service or toany other Service provided.
      5. If Channel Partner disputes any fees in good faith, Channel Partner may withhold payment of that charge so long as Channel Partner makes payment of all undisputed charges and notifies Salient in writing within the applicable payment period. If a disputed amount is determined to be a legitimate charge, it may be deemed overdue and interest may be charged on the unpaid balance. No charges may be disputed more than one hundred twenty (120) days after the invoice date and, if not disputed within that time, such charges will be deemed undisputed. Payment will not prejudice Channel Partner’s right to dispute charges, so long as they are disputed in the manner and within the time specified in this Section.
      6. No Refunds. Service payments are non-refundable and there are no refunds or credits for partially used periods. Following any cancellation, however, Customer will continue to have access to the Service through the end of the current billing period. At any time, and for any reason, Salient may provide a credit, discount, or other consideration to some or all of its subscribers (“credits”). The amount and form of such credits, and the decision to provide them, is at Salient’s sole and absolute discretion. The provision of credits in one instance does not entitle Customer to credits in the future for similar instances, nor does it obligate Salient to provide credits in the future, under any circumstance.
      7. Cancellation. Customer or Channel Partner may cancel its Service at any time. Upon Service cancelation, any paid Services will automatically cease to function at the end of the current billing period. Some Service features may continue to operate but not in the same manner they did with the paid Service.
  1. General Service Provisions
    1. Salient continually updates the Services, which include various aspects of the Service, such as the website, user interfaces, Service plans, client software, application software, and Salient-provided operating system environments. Salient may, in its sole discretion, make changes from time to time and without notice to its Services including how its Services are delivered, operated, and updated.
    2. Customer agrees:
      1. to use the Services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Service or content therein;
      2. not to: use any robot, spider, scraper, or other automated means to access the Service; insert any code or product or manipulate the content of the Service in any way; or, use any data mining, data gathering or extraction method;
      3. not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service, including any software viruses or any other computer code, files or programs;
      4. not to upload, post, e-mail or otherwise send or transmit any material that Customer does not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
      5. not to register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any products or services except when expressly authorized by such party to do so;
      6. not to delete any author attributions, legal notices or proprietary designations or labels that Customer uploads to any communication feature;
      7. not to upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
      8. not to upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;
      9. not to violate any applicable local, state, national or international law;
      10. not to probe, scan, test the vulnerability of or breach the authentication measures of, the Services or any related networks or systems;
      11. not to harvest or otherwise collect information about others, including e-mail addresses;
      12. not to attempt to gain any unauthorized access to the Services or any associated content, including computer systems, software, or networks;
      13. to provide information to Salient in connection with the use of its Services that is true, accurate, and complete, to the best of Customer’s knowledge, ability, and belief.
    3. Salient may terminate or restrict Customer’s use of the Service, without compensation or notice if Salient suspects Customer is (i) in violation of any of these Terms of Use or (ii) engaged in illegal or improper use of the Service.
    4. Some devices utilized in conjunction with the Service may from time to time stop functioning as intended. If Salient deems the non-functioning device to be disruptive to the Service (such as sending information to the Service at an increased rate), Salient reserves the right to deactivate the device without warning.
    5. Salient reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms of Use, including, without limitation, the suspension or termination of Customer’s access and/or account. Salient may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Salient reserves the right at all times to disclose any information as Salient deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Salient’s sole discretion. Customer also agrees to reimburse Salient for any damage, loss, cost or expense Salient incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of Customer’s use of the System for any unlawful or prohibited purpose.
  1. Data Collected by Salient
  1. Devices connected to the Service will send the Service various types of information. This information is used in various ways, including providing Customer with reports and emails about the status of Customer devices and account. Some of the information may also be used by Salient to improve Services provided to Customer.
  2. Salient will only use this information in ways outlined in its privacy policy (https://www.salientsys.com/privacy). Salient takes the privacy of Customer data very seriously. We encourage Customer to read our privacy policy. The following is an example of the types of information we collect from devices connected to the Service. The information collected by the Service will continue to change as new Service capabilities are released.
    1. Management server attributes. Data gathered may include GUID, deployment name, CompleteView version, OS version, host address, and other data related to the delivery of the Services.
    2. Recording server and connected device attributes. Data gathered may include GUID, host address and name, port information, CompleteView and OS versions, time zone, license type, license quantities, product ID, camera quantities, feature keys, and other data related to the delivery of the Services.
  1. Disclaimers of Warranties and Limitations on Liability
    1. THE SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND AND SUBJECT TO THE FOLLOWING LIMITATIONS OF LIABILITY. SALIENT DISCLAIMS ALL WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INTERFERENCE, NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SALIENT AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT GUARANTEE, REPRESENT, WARRANT OR COVENANT THAT THE SERVICES ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH CUSTOMER OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THE SERVICES ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR
    2. OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. SALIENT PERIODICALLY AMENDS,CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SERVICES WITHOUT NOTICE. FURTHER, SALIENT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES. SALIENT SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SERVICES. SALIENT MAY, AT ITS SOLE DISCRETION, SUSPEND OR DISCONTINUE SERVICE AT ANY TIME UPON PROVIDING REASONABLE ADVANCE NOTICE.
    3. EXCEPT AS LIMITED BY APPLICABLE LAW, THE LIABILITY OF SALIENT, ITS AFFILIATES, LICENSORS AND DISTRIBUTORS, ALONG WITH THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS, FOR ANY LOSS OR DAMAGE ARISING OUT OF OUT OF EACH SALES ORDER FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, OR DEFECTS IN THE SERVICES OR FOR LOSSES OR DAMAGES ARISING OUT OF THE FAILURE OF SALIENT TO MAINTAIN PROPER STANDARDS OF MAINTENANCE AND OPERATIONS WILL IN NO EVENT EXCEED THE FEES PAID TO SALIENT UNDER THE APPLICABLE SALES ORDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST ASSERTION OF THE CLAIM, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN CONTRACT, MISREPRESENTATION, STRICT LIABILITY, OR OTHER TORT.
    4. SALIENT SHALL BE NOT LIABLE FOR ANY MISTAKE, OMISSION, INTERRUPTION, OR DEFECT IN THE SERVICE CAUSED BY THE NEGLIGENCE OR WILLFUL ACT OF ANY CUSTOMER, USER, CHANNEL PARTNERS, PARTIES OTHER THAN SALIENT, OR WHEN CAUSED BY ACTS OF GOD, FIRE, WAR, RIOTS, GOVERNMENT AUTHORITIES, DEFAULT OF SUPPLIER, OR OTHER CAUSES BEYOND THE CONTROL OF SALIENT, INCLUDING WITHOUT LIMITATION DEFECT IN OR FAILURE OF EQUIPMENT PROVIDED BY ANY PARTY OTHER THAN SALIENT.
    5. IN NO EVENT SHALL SALIENT, ITS AFFILIATES, LICENSORS OR ITS DISTRIBUTORS OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE (JOINTLY OR SEVERALLY) TO ANY CUSTOMER, USER, CHANNEL PARTNER OR SECONDARY ACCOUNT HOLDER FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SERVICES, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES, OR ANY OTHER CAUSE BEYOND THE CONTROL OF SALIENT, EVEN IF SALIENT WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS, OR ANY OTHER DAMAGES WHATSOEVER.
    6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF SALIENT OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.
    7. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
    8. Any cause of action or claim Customer may have with respect to the Service, or any other aspect of Customer’s relationship with Salient, must be commenced within one (1) year after the claim or cause of action arises.
  1. Confidentiality.
    1. As used in this Agreement, “Confidential Information” means information not generally known to the public, and maintained by the disclosing party as confidential, whether of a technical, business, pricing or other nature that relates to the Service and that should reasonably have been understood by the receiving party, because of (i) legends or other markings, (ii) the circumstances of disclosure or (iii) the nature of the information itself, to be proprietary and confidential to the disclosing party. Confidential Information may be disclosed in written or other tangible form (including information in computer software or held in electronic storage media) or by oral, visual or other means.
    2. The receiving party shall not disclose the disclosing party’s Confidential Information to anyone without the disclosing party’s prior written consent and will (i) restrict access, possession, knowledge, development and use of Confidential Information to (x) its employees, agents, subcontractors, consultants, advisors and entities controlled by it (“Personnel”); (y) who have a need to know Confidential Information of the other party; and (z) who are bound by confidentiality obligations substantially similar to those contained herein; and (ii) be responsible for its Personnel’s compliance with this Agreement. Further, use of Service by Customer does not constitute, nor should any use be construed to constitute, a “disclosure” or “receipt” of Customer’s Confidential Information, such that Salient would be or become a recipient, data processor or handler on behalf of Customer or others.
  1. Intellectual Property
    1. Copyright. The Services, including all non-device generated content provided on the Services, are protected by copyright, trade secret or other intellectual property laws and treaties. All right, title and interest, including all intellectual property rights, in and to the Services, including all non-device generated content provided on the Services, are owned by Salient. All rights not expressly granted to Customer in these Terms of Use are reserved and retained by Salient.
    2. No Reverse Engineering. Customer agrees not to copy, modify, create a derivative work from, decompile, reverse engineer or disassemble, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Service including all related software or other products or processes accessible through or connected to the Service.
  1. Governing Law. The Agreement including these Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A. without regard to conflict of law’s provisions. Any claim under or relating to this Agreement shall be brought exclusively in the Travis County Superior Court. Customer further expressly waives any claim that venue is improper for any reason in this court.
  2. Disputes. Except with respect to equitable remedies and disputes related to the Services or Confidential Information, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof that cannot be resolved by the parties, will be finally settled by binding arbitration conducted in the English language in Austin, Texas, U.S.A. under the Commercial Arbitration Rules and the Optional Rules for Emergency Measures of Protection (collectively, the “Rules”) of the American Arbitration Association (“AAA”). The arbitration will be heard by one arbitrator who will be selected in accordance with the Rules. Disputes about arbitration procedure will be resolved by the arbitrator, or failing agreement, by the AAA. The arbitrator(s) may proceed to an award notwithstanding the failure of either party to participate in the proceedings. The arbitrator will be authorized to grant interim relief, including to prevent the destruction of materials or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. The prevailing party will be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator will be the sole and exclusive remedy of the parties and will be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement.
  3. Equitable Remedies. Customer’s breach of Section 7.b or Section 10 (Confidentiality) will cause irreparable injury to Salient and Salient has the right to seek injunctive or other equitable relief in the event of any such breach.
  4. US Law and Export. Customer is solely responsible for compliance with the Laws where Services are accessed by Customer. Additionally, Customer’s use of the Services may be subject to U.S. export laws and regulations and that any use or transfer of the Confidential Information or Customer Materials or access and use of Services by Customer Account holders outside the U.S. must be authorized under those laws and regulations and that compliance with such transfer or use is Customer’s sole responsibility.
  5. Use of Information Submitted. Salient is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication Customer may send to us (“Feedback”), including responses to questionnaires or through postings to the Service, including the website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to Customer for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Service. In addition, Customer agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law. Should Customer send any unsolicited materials or ideas, Customer does so with the understanding that no additional consideration of any sort will be provided, and Customer is waiving any claim against Salient and its affiliates regarding the use of such materials and ideas.
  6. Typographical Errors. The Services could include technical inaccuracies or typographical errors. Salient shall have no liability in connection with any such inaccuracies or errors, nor shall Salient have any obligation to identify and/or correct any such inaccuracies or errors.
  7. Links to Other Websites. For Customer’s convenience, certain hyperlinks may be provided on the Services that link to other websites or social media platforms which are not under the control of Salient (the “Linked Websites”). Salient does not endorse or sponsor any Linked Websites and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Salient disclaims all liability for such websites, for all access to and use thereof, and for use of the links to such websites. Salient also disclaims all liability, and makes no representations or warranties, with respect to any products or services made available, sold, or provided to Customer by any third party. Customer’s use of Linked Websites and any purchases of products or services from such Linked Websites are subject to the terms and conditions of such other websites. Customer agrees that Customer will bring no suit or claim against Salient arising from or based upon any such use of any Linked Websites. Hyperlinks to such Linked Websites on the Services do not imply that: (a) Salient is affiliated or associated with any Linked Website; (b) Salient is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any Linked Site is authorized to use any trademark, trade name, logo, or copyright symbol of Salient.
  8. Links to the Websites. Neither Customer nor any other website may link to the Services without the permission of Salient. In any event, without our express, prior, written permission, it is expressly prohibited to: (a) “deep link” to any page of the Services other than the home page; (b) “frame” the Services or any content or otherwise cause the Services or any content to appear in a window with any other material that does not constitute content; (c) cause the hyperlink to the Services to be displayed in any way that is disparaging to Salient or any entity that is affiliated or associated with Salient; or (d) otherwise imply or state that any type of relationship or special arrangements exist with Salient and any other entity. Customer agrees that Customer will promptly remove any hyperlink to the Services upon the written request of Salient. In no event will Customer use any logo or trademark of Salient as a hyperlink “button”, or in any other manner, without Salient’s express written consent.
  9. Disclaimer of Third Party Information. To the extent that any information, material, or functionality on the System and Services is provided by third party content providers (“Third Party Materials”), Salient has no editorial control or responsibility over such Third Party Materials. Therefore, any opinions, statements, products, services or other Third Party Materials are those of the applicable third party. Salient does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party (including any Submissions), or represent or warrant that Customer’s use of any Third Party Materials will not infringe rights of third parties not owned by or affiliated with Salient.
  10. Severability. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

Contact Us

Salient welcomes any comments or questions you may have regarding these Terms of Use and/or the Services. Please contact us with your comments or questions at https://www.salientsys.com/contact-us, by phone at +1.512.617.4800, or by mail at 4616 W. Howard Lane Building 1, Suite 100, Austin, TX 78728.

Last Updated

These Terms of Use were last updated on August 02, 2022. Please check back periodically for updates and changes.

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