Bell.One Terms and Conditions of Use

Bell Integrator, Inc. (“Bell Integrator”) makes information, documents, software and services available on this Bell.One website subject to the following terms and conditions. By accessing this Bell.One website, you agree to these terms and conditions of use (“Terms”) and the practices described in our Privacy Policy for information collected from this Bell.One website, and you agree to comply with all applicable laws and regulations. Bell Integrator reserves the right to change these terms and conditions at any time without notice. Any rights not expressly granted herein are reserved by Bell Integrator. These terms represent the entire understanding relating to the use of this Bell.One website and supersede any prior or contemporaneous, conflicting, or additional communications.

1. Notice Specific to Content Available on this Bell.One website

Permission to view, use, copy or download Material (as defined in Section 7), including descriptions, data sheets, FAQs and other documents (“Documents”) from this Bell.One website is granted, provided that (1) all copyright, trademark and other proprietary notices are included, (2) use of such Material from this Bell.One website is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Material are made. Use for any other purpose is expressly prohibited by law.

Documents specified above does not include the design or layout of Bell.One website. Elements of the Bell.One website are protected by trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Bell.One website may be copied or retransmitted unless expressly permitted by Bell Integrator.

2. Submissions

Bell Integrator appreciates hearing from you. However, please be aware that, apart from your personal information (which is collected and used as provided in our Privacy Statement), all communications or materials including but not limited to data, questions, comments, suggestions, and the like (“Submissions”), that you send to the Bell.One website in any manner, electronically or otherwise, such as by email or by posting on the Bell.One website or otherwise, will be treated as non-confidential and non-proprietary.

By sending a Submission to the Bell.One website, you grant us a perpetual, royalty free, sublicensable, transferable, irrevocable right and license to (a) use, reproduce, modify, adapt, translate, transmit, disclose to third parties, distribute, publish, publicly display and perform, broadcast, post, or create derivative works from, your Submissions throughout the world, in any media, now known or hereafter devised; and (b) use any ideas, concepts, techniques, or know-how contained in your Submissions for any purpose, including but not limited to developing, manufacturing, and marketing products and services. You agree never to assert against Bell Integrator, its successors or assigns, any rights that you may have in such Submissions.

By sending Submissions to the Bell.One website, you represent and warrant that: (i) you own the content, or have the necessary licenses, rights, consents, and permissions to post the Submissions on the Bell.One website and allow others to use such Submissions as described in these Terms; (ii) you have the written consent, release, and/or permission of each identifiable individual in any Submissions to use the name or likeness of each such person, and to enable inclusion and use of the Submission in the manner contemplated by these Terms.

Submissions are non-confidential and non-proprietary. Bell Integrator takes no responsibility and assumes no liability for any Submissions posted or submitted by you. You will be solely responsible for your own Submissions and the consequences of posting such Submissions.

Bell Integrator has no obligation to post your Submissions, if any. Bell Integrator may exercise its rights (e.g. use, publish, delete) with respect to any of your Submissions without notice to you.

If you do not agree to these Terms, please do not provide us with any Submissions.

3. Prohibited Submissions

You are prohibited from uploading, posting, transmitting, or making available on the Bell.One website any Submissions that (i) may be viewed by others as inappropriate or offensive, (ii) infringes, misappropriates or violates the intellectual property or proprietary rights of any third party, (iii) violates rights of privacy, (iv) uses or encourages the use of the Bell.One website for any illegal purpose, (v) interferes with the operation of the Bell.One website, (vi) or contains viruses or other code intended to cause damage to data or systems.

4. Warranty Disclaimer

Bell integrator and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics, the software and services and other material accessible through this Bell.OneBell.One website for any purpose. All such material are provided "as is" without warranty of any kind. Bell integrator and/or its respective suppliers hereby disclaim all warranties and conditions with regard to such material, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

The material published on this Bell.OneBell.One website could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Bell integrator and/or its respective suppliers may make improvements and/or changes in the material described herein at any time.

5. Disclaimer of Liability

In no event shall Bell Integrator and/or its respective suppliers be liable for any special, indirect or consequential damages (including loss of use, data, profits or other economic advantage) or any damages whatsoever, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of software, documents, provision of or failure to provide services, or material available from this Bell.OneBell.One website.

6. Indemnification

You agree to defend and indemnify Bell Integrator, its business partners and licensors, and their respective officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, in any action filed or commenced by any third party against Bell Integrator, its affiliates, business partners or licensors as a result of:

Your breach of these Terms or the documents referenced herein;
Your violation of any law or the rights of a third party;
Your use of the Bell.One website; or
Any matter, issue, dispute, claim, demand related to the Submissions that you post on to the Bell.One website.

7. Bell Integrator Intellectual Property Rights

The Bell.One website is owned and operated by Bell Integrator. All components of the Bell.One website, including, without limitation the artwork, text, graphics, photographs, videos, sounds, visual interfaces, graphics, design, logos, trademarks, services marks, trade dress, content, compilation, computer code, products, software, Documents, and other material contained or presented on the Bell.One website, the registered user login details and profile, and any combination thereof (“Material”) are protected by copyright, trademarks, trade secrets, patents, and other intellectual property laws and other applicable laws worldwide. Any unauthorized use, reproduction or modification of this Bell.One website may violate such laws.

Bell Integrator, business partners and/or licensors own all right, title and interest, including all copyright, trademark, trade secrets, patent, and other intellectual property rights in such Material.

8. Copyright Notice

Trademarks

Bell Integrator is a registered trademark and Bell.One is trademark of Bell Integrator, Inc. in the United States and other countries.

9. Copyright Infringements

Bell Integrator respects the intellectual property rights of third parties and wants to ensure that the Bell.One website does not contain any material that infringes the copyright of a third party. If you believe that material that violates your copyright rights is posted on the Bell.One website, please contact us. Bell Integrator will respond to notices of alleged infringement that comply with the requirements of the Digital Millennium Copyright Act.

10. Outages

Bell Integrator uses reasonable commercial efforts to keep the Bell.One website available on a 24-hour / 7-day-a-week basis, subject to necessary scheduled downtime for maintenance, unscheduled maintenance, and system outages. Bell Integrator cannot promise that access to the Bell.One website will be uninterrupted or available at all times. Bell Integrator assume no liability or responsibility for any delay, interruption, or downtime.

11. Termination

If you breach any of the provisions of these Terms, Bell Integrator, in its sole discretion, may terminate your access to the Bell.One website, and any account that you may have with tBell.OneBell Integrator. Bell Integrator may, in its sole discretion, at any time and without advance notice or liability, terminate or restrict your access to all or any component of the Bell.One website, even if access continues to be allowed to others. Upon such termination or suspension, you must immediately discontinue use of the Bell.One website, and destroy any copy you have made of any portion of the Bell.One website. Accessing the Bell.One website after such termination, suspension, or discontinuation shall constitute an act of trespass. Bell Integrator shall not be responsible to you for such suspension or termination.

12. Foreign Users

If you elect to access the Bell.One website from locations outside of the United States, you are responsible for compliance with all local rules that may apply to you, such as rules about online conduct, acceptable content, the use of email, the disclosure or transfer of personal information or use of the Internet. Access to the Bell.One website, Material, Submissions, or other content posted on the Bell.One website from countries, states, or territories where this material is illegal or prohibited.

13. Assignment

Bell Integrator may assign our rights and obligations under these Terms to a third party without this assignment being deemed a change in these Terms, and without notice to you. You may not assign, delegate, or transfer your rights or obligations under these Terms.

14. Government Access to Data

Bell Integrator’s performance under these Terms is subject to existing laws and legal process. Bell Integrator will comply with law enforcement requests or requirements relating to your use of the Bell.One website or information provided to, or gathered by Bell Integrator with respect to such use.

15. Electronic Notifications

To the extent that Bell Integrator may need to contact you, you agree that Bell Integrator may do so via any electronic means, including but not limited to communication posted on the Bell.One website, electronic mail, or instant messaging.

16. Registered User ID and Password

Access to certain areas of the Bell.One website is only available to registered users. To become a registered user, you are required to answer a limited number of mandatory questions; answers to additional questions are optional. Any personal information supplied to Bell Integrator as part of this registration process will be collected, stored and used in accordance with Bell Integrator’s Privacy Policy.

17. Protect your Password

When you register on the Bell.One website to become a registered user, you will be asked to choose a password. Keep it carefully. Do not share it with others. Do not post it in a place where it can be easily found. You are solely responsible for maintaining the confidentiality of your password and your login details, and for restricting access to your computer, smart phone, tablet or other device. You will be responsible for all activities that occur within your account.

If you lose or misplace your login details, or have any other reason to believe that your account is no longer secure, you must immediately notify us. You may be liable for the losses incurred by Bell Integrator or others due to any unauthorized use of your account.

18. Your Account may be Suspended or Closed

If Bell Integrator has reason to believe that there is likely to be a breach of security or misuse of the Bell.One website, Bell Integrator may require you to change your password or Bell Integrator may suspend your account. Bell Integrator reserves the right to close accounts if you appear to be using proxy IPs in order to attempt to hide the use of multiple accounts or you disrupt the operation of the Bell.One website.

19. Your Commitment as a Registered User

When you register on the Bell.One website:

You represent that all information that you provide during registration and at all other times, will be true, accurate, current and complete;
You commit to ensure that this information is kept accurate and up-to-date at all times;
You agree to keep your login details (user ID and password) confidential, and you accept full responsibility for all activities that occur under your account or password.

20. Dispute Resolution and Arbitration; Class Action Waiver.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Jose, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS.

The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Santa Clara County, California.

The parties agree that they shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, the parties agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

This provision shall survive the termination of these Terms.

21. GENERAL

These Terms shall be governed by and interpreted in accordance with the laws of the State of California exclusively. You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Bell Integrator. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. Bell Integrator shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between Bell Integrator and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.