Please read carefully the following provisions of these Terms of Use (the “Terms”).
These Terms together with the Privacy Policy, which can be found at: https://neuton.ai/privacy-policy, constitute a legally
binding agreement between you (“you” or the “User”) and Bell Integrator,
Inc., a Delaware corporation and its affiliates and subsidiaries (collectively, “Bell
Integrator”, “we”, “us” or “our”, as applicable) regarding the use of the Neuton Service
(as defined below).
BY CREATING AN ACCOUNT OR USING THE NEUTON SERVICE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU
HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, AS THEY MAY BE AMENDED FROM
TIME TO TIME.
IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY TERMINATE YOUR USE
OF THE NEUTON SERVICE.
You agree to check these Terms periodically for new information and terms that govern
your use of the Neuton Service.
We reserve the right to modify these Terms at any time in accordance with this
provision.
If we make changes to these Terms, we will post the revised Terms on the Neuton Platform
(as defined below) and update the “Last Updated” date at the top of these Terms.
We will also provide you with notice of the modifications by email at least thirty (30)
days before the date they become effective.
Your continued access to or use of the Neuton Service after the effective date of such
modifications will constitute acceptance of the revised Terms.
IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF AN ENTITY, SUCH AS YOUR
EMPLOYER OR THE COMPANY YOU WORK FOR, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO
BIND THAT ENTITY,
IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.
You represent and warrant that you are (i) at least eighteen (18) years of age and (ii)
otherwise recognized as being able to form legally binding contracts under applicable
law.
1. Neuton Service
Bell Integrator provides advanced algorithms and tools for building, training and
deploying prediction models (the “Models”)
based on cutting-edge machine learning technology through a web interface (the “Neuton
Platform” and together with the software applications developed, hosted and offered
through the internet, the “Neuton Service”).
For Neuton Service that we offer to you at no cost (such as the “Freemium Services”),
Bell Integrator reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the Neuton Service (or any part thereof). All
updates or modifications to the Neuton Service shall be governed by these Terms.
We may suspend or stop providing the Neuton Service to you if you do not comply with the
Terms or if we are investigating suspected misconduct by you.
2. Neuton Service Limitations
Bell Integrator uses commercially reasonable efforts to make the Neuton Service
available seven (7) days a week twenty-four (24) hours a day.
However, Bell Integrator cannot not guarantee that the Neuton Service will be
uninterrupted or available at all times, and interruptions may prevent your Models from
being created, viewed or accessed.
We will use commercially reasonable efforts to provide twenty-four (24) hour advance
notice to you in the event of any scheduled downtime.
3. Account Setup
To use the Neuton Service, you need to have an existing account or set up a new account
(an “Account”) with Google Cloud Platform Marketplace (“GCP Marketplace”).
When you register for an Account, you will be prompted for registration information,
such as your first name, last name, your company name, email address, phone number,
account login, and password.
All registration data related to a User’s Account will be stored and kept by GCP
Marketplace in accordance with the its Terms of Service available at: https://cloud.google.com/terms
and its Privacy Policy available at https://www.google.com/policies/privacy/.
For avoidance of doubt, Bell Integrator is not responsible for any data or information
stored or kept by GCP Marketplace.
To the extent GCP Marketplace makes available your registration information to us, the
protection of such information is described in our Privacy Policy.
You are solely responsible for safeguarding the login and password that you use to
access the Neuton Service. You further agree (a) not to provide your password to anyone
who is not your agent,
and (b) to ensure all individuals permitted to use your Account information are aware of
and have agreed in writing to comply with these Terms.
You must be a human to set up an Account. Accounts registered by “bots” or other
automated methods are not permitted.
One person is not allowed to set up or maintain more than one Account without the prior
written permission of Bell Integrator.
4. Right to Use the Neuton Service
Subject to these Terms and receipt of all applicable payments, Bell Integrator grants
you a revocable, non-transferable, non-sublicensable, non-exclusive,
limited right to access and use the Neuton Service for general commercial purposes in
compliance with these Terms.
Except as expressly set forth in the preceding paragraph, we do not grant you any rights
or licenses to patents, copyrights, trade secrets, trademarks, source code, or any other
right,
title or interest in the Neuton Service, ownership of which is retained by Bell
Integrator.
You may use the Neuton Service only in compliance with these Terms and all applicable
local, state, national, and international laws, rules and regulations.
By using the Neuton Service, you agree not to engage or attempt to engage, and will not
permit your users or any third parties to engage or attempt to engage,
in any of the following prohibited activities:
(a) altering, modifying, improving, reverse engineering, disassembling, or decompiling
the Neuton Service;
(b) interfering with the Neuton Service or trying to access it using a method other than
the interface and the instructions that we provide;
(c) using any automated systems, including “robots,” “spiders,” “offline readers,” etc.,
to access the Neuton Service;
(d) reproducing, duplicating, or copying any portion of the Neuton Service;
(e) using or accessing the Neuton Service without the express permission of Bell
Integrator;
(f) attempting to interfere with, compromise the system integrity or security or
decipher any transmissions to or from the servers running the Neuton Service;
(g) taking any action that imposes, or may impose, as determined in our sole discretion,
an unreasonable or disproportionately large load on our infrastructure;
(h) uploading or transmitting viruses, worms, harmful code, or other software agents
through the Neuton Service;
(i) using the Neuton Service to store or transmit files, materials, data, text, audio,
video, images or other content that infringes on any person’s intellectual property
rights;
(j) using the Neuton Service in any manner that interferes with or disrupts the
integrity or performance of the Neuton Service and its components;
(k) using the Neuton Service for any unlawful, unauthorized, invasive, infringing,
defamatory, fraudulent, or obscene purpose;
(l) using the Neuton Service in any way that violates these Terms.
You may not access or use the Neuton Service if you are a competitor or provide any
services to a competitor of Bell Integrator, except with our prior written consent.
You may not access or use the Neuton Service for the purposes of monitoring performance,
availability, functionality, or for any benchmarking or competitive purposes.
If you, or a third party through your Account, violates any of the foregoing
prohibitions,
Bell Integrator may, in its sole discretion, immediately suspend or terminate your
access to the Neuton Service without further liability or obligation to you.
The foregoing does not in any way limit our right to suspend or terminate your access to
the Neuton Service with or without notice for any reason.
Each User’s right to use the Neuton Service is specific to such User and, once granted
to that User, may not be transferred or reassigned to any other User.
Your subscription for the Neuton Service through GCP Marketplace is governed by GCP
Marketplace’s Terms of Services at: https://cloud.google.com/terms.
5. Neuton Service Data; Security & Privacy; Ownership
Bell Integrator will maintain commercially reasonable administrative, physical, and
technical safeguards for protection of the security and confidentiality and integrity of
Neuton Service Data (as defined below) transmitted through the Neuton Service.
For purposes of these Terms, “Neuton Service Data” refers to electronic data, text,
messages, communications or other materials submitted to and stored within the Neuton
Service by you in connection with your use of the Neuton Service (such as the Models you
create) which may also include,
without limitation, “Personal Data”, which shall mean any information relating to an
identified or identifiable natural person.
This might be by reference to an identifier such as a name, ID number, location data or
online identifier, or by factors specific to them, such as their physical, genetic,
economic or social identity.
Notwithstanding the foregoing, as between Bell Integrator and you, you are solely
responsible for ensuring compliance with all applicable laws in connection with the
collection and/or processing of Personal Data of your own users.
As between you and Bell Integrator, you retain all right, title, and interest in the
Neuton Service Data, including any Models generated by you through the Neuton Service
and such data is considered confidential under the terms of our Privacy Policy.
We retain the right to use data capture and analysis tools to extract, compile,
synthesize, and analyze any non-personally identifiable data or information resulting
from your use of the Neuton Service, which shall be solely owned by Bell Integrator and
may be used by Bell Integrator for any lawful business purpose.
6. Bell Integrator Intellectual Property Rights
The Neuton Service is owned and operated by Bell Integrator. All components of the
Neuton Service, including, without limitation the artwork, text, graphics, photographs,
videos, sounds, visual interfaces, graphics, design, logos, trademarks, service marks,
trade dress, content, compilation, algorithms, computer code,
products, software, patents, know how, documents, and other material contained or
presented on or through the Neuton Service, 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 the Neuton Service may violate
such laws. Bell Integrator, its suppliers and licensors own all right, title and
interest, including all copyright, trademark, trade secrets, patent, and other
intellectual property rights in such Material.
Use of the Material for any purpose not expressly permitted by these Terms is strictly
prohibited.
7. Fees & Subscriptions
-
Service Fees. You will be charged the fees set forth on the sign-up
screen for the subscription plan that you select (the “Fees”).
Unless otherwise explicitly stated during the subscription process, you are
responsible for paying all taxes on all Fees that you pay to us. Local taxes may
differ based on your payment method.
-
Subscriptions. The Neuton Service may include automatically
recurring payments for periodic charges (“Subscription Service”).
If you activate a Subscription Service, you authorize Bell Integrator or its payment
processor, such as Google (a “Payment Processor”) to automatically and periodically
charge, on a going-forward basis, during the term of your Subscription Service, all
accrued sums on or before the payment due date for the accrued sums.
User Account will be charged automatically for all applicable fees and taxes for the
next Subscription Service period immediately following the termination of the
preceding subscription period, at the then-current pricing, unless you terminate
your Subscription Service before the expiration of the pending Subscription Service
period.
You may cancel your Subscription Service by following the applicable instructions on
the GCP Marketplace available at: https://cloud.google.com/support/docs/close-account.
In the event that you cancel your Subscription Service prior to the expiration of
the Subscription Service period, you will still be charged for the entire
Subscription Service period, but your Subscription Service will not renew.
We do not provide refunds, credits or proration to Users who seek to terminate a
Subscription Service prior to the end of its term or who discontinue actively using
a Subscription Service prior to the expiration of its term.
A valid payment method is required to process the payment for your Subscription
Service.
You must provide accurate and complete billing information and valid payment method
information to us or a Payment Processor, as applicable.
By submitting such payment information, you automatically authorize Bell Integrator
or a Payment Processor to charge all Fees incurred through your account to any such
payment instruments.
You must promptly update all information to keep your billing Account current,
complete and accurate (such as a change in billing address, credit card number, or
credit card expiration date),
and you must promptly notify us or our Payment Processor if your payment method is
canceled (e.g., for loss or theft) or if you become aware of a potential breach of
security, such as the unauthorized disclosure or use of your user name or password.
If you fail to provide any of the foregoing information, you agree that we may
continue charging all Fees owed for your Subscription Service.
Only the person or entity that has registered an Account and has paid the applicable
Fees may use the Neuton Service.
-
Change in Fees. We may change the Fees and/or introduce new charges
in addition to the Fees in our sole discretion, provided any such Fees change shall
not be effective during your current Subscription term.
Notwithstanding the foregoing, we may increase the Fees, immediately and with
contemporaneous notice, in the event of (a) any change in the services or fees of
our third-party service providers;
or (b) changes in the Neuton Service which are made at your request.
8. Privacy and Securityy
We care about your privacy. Please review our Privacy Policy, which explains how we
treat your personal data and protect your privacy when you access and use the Neuton
Service.
Bell Integrator cares about the integrity and security of your personal information.
However, we cannot guarantee that unauthorized third parties will never be able to
defeat our security measures or use your personal information for improper purposes.
You acknowledge that you provide your personal information at your own risk.
9. Third-Party Links
The Neuton Service may contain links to third-party websites, advertisers, services,
special offers, or other events or activities that are not owned or controlled by Bell
Integrator.
Bell Integrator does not endorse or assume any responsibility for any such third-party
websites, information, materials, products, or services.
Your access and use of those resources from the Neuton Service, including your use of
any content, information, data, advertising, products, or other materials on or
available through such resources,
is solely at your own risk and is subject to the terms and conditions of use and privacy
policy(ies) applicable to such websites and resources.
10. Feedback
If you provide us with any feedback or suggestions regarding the Neuton Platform or the
Neuton Service (“Feedback”), you hereby assign to us all rights in such Feedback and
agree that we shall have the right to use and fully utilize such Feedback and related
information in any manner that we deem appropriate.
We will treat any Feedback you provide to us as non-confidential and non-proprietary.
11. Indemnity
You agree that you are personally responsible for your use and behavior while using the
Neuton Service.
You agree to indemnify, defend and hold harmless Bell Integrator, its directors,
officers, shareholders, personnel, subsidiaries, affiliated companies, franchisees,
licensees, joint ventures,
business partners, licensors, suppliers, employees, agents, and hosts of the Neuton
Service and third-party information providers from and against all claims, liabilities,
losses, expenses,
injury or damage to persons or property, money damages and costs (including but not
limited to direct, incidental, consequential, exemplary, and indirect damages),
reasonable attorneys’ fees
and costs of government inquiry or investigation, resulting from or arising out of your
access, use, misuse, inability to use or interruption of the Neuton Service or any
violation by you of these Terms or of applicable law.
12. Warranty Disclaimer
YOU USE THE NEUTON SERVICE AT YOUR OWN RISK. NEUTON SERVICE IS PROVIDED “AS IS,” “WHERE
IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITH NO WARRANTY OF ANY KIND.
BELL INTEGRATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT,
AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF
TRADE. BELL INTEGRATORS MAKES NO REPRESENTATION OR WARRANTY REGARDING COMPLETENESS,
ACCURACY, CORRECTNESS,
INTEGRITY, RELIABILITY, CURRENCY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY,
OPERATION OR ANY OTHER ASPECT OF THE NEUTON SERVICE OR OF THE CONTENT PROVIDED ON, OR
ACCESSIBLE FROM THE NEUTON SERVICE.
BELL INTEGRATOR DOES NOT WARRANT THAT OPERATION OF THE NEUTON SERVICE WILL BE
UNINTERRUPTED OR ERROR-FREE.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, BELL
INTEGRATOR WILL HAVE NO OBLIGATION TO PROVIDE YOU WITH ANY SUPPORT OR MAINTENANCE IN
CONNECTION WITH THE NEUTON SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BELL INTEGRATOR OR
ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR
OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY,
FAILURE TO MEET ANY DUTY, NEGLIGENCE,
AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THESE TERMS OR IN ANY
WAY RELATED TO THE USE OF OR INABILITY TO USE THE NEUTON SERVICE EVEN IF BELL INTEGRATOR
OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL BELL INTEGRATOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN
AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE
LOWER OF (A) $10,000 OR (B) THE AMOUNT OF MONEY THAT YOU HAVE PAID TO BELL INTEGRATOR IN
THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY
REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN BELL
INTEGRATOR AND RECEIVED THROUGH OR ADVERTISED ON OR THROUGH THE NEUTON SERVICE. YOU
AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES,
LOSSES OR INJURIES THAT ARISE OUT OF BELL INTEGRATOR’S ACTS OR OMISSIONS, THE DAMAGES,
IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION
PREVENTING ANY EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER
MATERIALS OWNED OR CONTROLLED BY BELL INTEGRATOR,
AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION,
DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT,
SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY BELL INTEGRATOR.
ANY CLAIMS OR DAMAGES THAT YOU MAY HAVE AGAINST BELL INTEGRATOR SHALL ONLY BE
ENFORCEABLE AGAINST BELL INTEGRATOR AND NOT AGAINST ANY OTHER ENTITY OF BELL
INTEGRATOR’S OR ANY ENTITY’S OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES OR
AGENTS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT
OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
(a) Arbitration. Bell Integrator and you agree to arbitrate all disputes and
claims that arise from or relate to these Terms or the Neuton Service in any way, except
for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE.
This agreement to arbitrate is intended to be broadly interpreted.
This arbitration agreement does not preclude either of us from bringing an
individualized action in small claims court.
It also does not preclude either of us from seeking an individualized preliminary
injunction or temporary restraining order, pending arbitration, in any court that has
jurisdiction.
Nor does this arbitration agreement bar you from bringing issues to the attention of
federal, state or local agencies. Such agencies can, if the law allows, seek relief
against us on your behalf.
In addition, you or Bell Integrator may seek injunctive or other equitable relief to
protect your or its trade secrets and intellectual property rights or to prevent loss or
damage to its services in any court with competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE
EACH (I) WAIVING THE RIGHT TO A TRIAL BY JURY; (II) WAIVING THE RIGHT TO PARTICIPATE IN
A CLASS OR REPRESENTATIVE ACTION; AND (III) WAIVING THE RIGHT TO CLAIM OR RECOVER
PUNITIVE DAMAGES AGAINST THE OTHER.
These Terms evidence a transaction in interstate commerce, and thus the Federal
Arbitration Act governs the interpretation and enforcement of this arbitration
provision.
(b) Notice of Disputes. If either of us intends to seek arbitration of a dispute,
that party must provide the other with notice in writing.
The notice to Bell Integrator should be sent to: Bell Integrator, Inc., Attn: Legal
Department, 1735 N 1st St #102, San Jose, CA 95112. Bell Integrator will send notice to
you at the email and/or mailing addresses associated with your Account.
Your notice to Bell Integrator must (i) provide your name, mailing address, and email
address; (ii) describe the dispute; and (iii) state the relief you are requesting.
If we are unable to reach an agreement to resolve the dispute within 60 days after the
notice is received, you or we may commence arbitration.
(c) Arbitration Procedures. The arbitration will be governed by the Commercial
Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes
(collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified
by these Terms, and will be administered by the AAA.
The AAA Rules are available online at www.adr.org.
(d) The arbitration will be held in Santa Clara County, California; (ii) in any other
location to which you and Bell Integrator both agree; or (iii) for claims of $10,000 or
less, you may choose whether the hearing takes place in person, via phone or video
conference or solely on the basis of submission of documents to the arbitrator.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall
issue a reasoned written decision sufficient to explain the essential findings and
conclusions on which the award is based.
All issues are for the arbitrator to decide, except that issues relating to the scope
and enforceability of this arbitration provision or the arbitrability of disputes are
for the court to decide. The arbitrator may consider, but is not bound by, rulings in
other arbitrations between Bell Integrator and Bell Integrator Users.
The arbitrator can award the same individualized damages and relief that a court can
award.
Judgement on the award may be entered by any court having jurisdiction.
(e) Costs of Arbitration. For any non-frivolous claim that does not exceed
$75,000, Bell Integrator will pay for the relevant arbitration fees.
For any claim that exceeds $75,000, the allocation of the arbitration fees will be
governed by the AAA Rules (unless the law of your state requires Bell Integrator to pay
all such fees).
(f) No Class Arbitration. The arbitrator may award declaratory or injunctive
relief only in favor of the individual party seeking relief and only to the extent
necessary to provide relief warranted by that party’s individual claim.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU MAY BRING CLAIMS
AGAINST BELL INTEGRATOR ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING.
Further, unless all affected parties agree otherwise, the arbitrator may not consolidate
more than one person’s claims and may not otherwise preside over any form of a
representative or group proceeding.
If a court decides that applicable law precludes enforcement of any of this subsection’s
limitations as to a particular claim for relief, then that claim (and only that claim)
must be severed from the arbitration and may be brought in court.
(g) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and
class-action waiver provisions in this Section 15, you must notify Bell Integrator in
writing within 30 days of the date that you first accept these Terms (unless a longer
period is required by applicable law).
Your written notification must be mailed to Bell Integrator at the following address:
Bell Integrator, Inc., Attn: Legal Department, 1735 N 1st St #102, San Jose, CA 95112.
Subject to Section 15(h) below, if you do not notify Bell Integrator in accordance with
this Section 15(g), you agree to be bound by the arbitration and class arbitration
waiver provisions of these Terms, including such provisions in any Terms revised after
the date of your first acceptance.
(h) Such notification must include: (a) your name, (b) your Bell Integrator account
email address, (c) your mailing address and (d) a statement that you do not wish to
resolve disputes with Bell Integrator through arbitration.
This notification affects these Terms only; if you previously entered into other
arbitration agreements with Bell Integrator or enter into other such agreements in the
future, your notification that you are opting out of the arbitration provision in these
Terms shall not affect the other arbitration agreements between you and Bell Integrator.
(i) Future Changes to Arbitration Provision. If Bell Integrator makes any changes to the
Dispute Resolution and Arbitration Section of these Terms (other than a change to the
address at which Bell Integrator will receive notices of dispute, opt-out notices or
rejections of future changes to the Dispute Resolution and Arbitration Section),
you may reject any such change by sending us written notice within 30 days of the change
to Bell Integrator, Inc., Attn: Legal Department, 1735 N 1st St #102, San Jose, CA
95112.
It is not necessary to send us a rejection of a future change to the Dispute Resolution
and Arbitration Section of these Terms if you had properly opted out of the arbitration
and group litigation waiver provisions in this Section 15 within the first 30 days after
you first accepted these Terms.
If you have not properly opted out of the arbitration and group litigation waiver
provisions in this Section 15, by rejecting a future change, you are agreeing that you
will arbitrate any dispute between us in accordance with the language of this
arbitration provision, as modified by any changes you did not reject.
The provisions of this Section shall survive the termination of these Terms.
15. Termination
You may delete your Account at any time, for any reason, by following the instructions
at the following link: https://cloud.google.com/support/docs/close-account.
You will still be responsible for all Fees for any then-active Subscription Service
through the end of its term.
If you breach any of the provisions of these Terms, Bell Integrator, in its sole
discretion, may terminate your access to the Neuton Service, and any account that you
may have with the Neuton Service.
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 Neuton
Service, even if access continues to be allowed to others.
Upon such termination or suspension, you must immediately discontinue use of the Neuton
Service. Accessing the Neuton Service after such termination, suspension, or
discontinuation shall constitute an act of trespass.
We will not have any liability whatsoever to you for any termination of your rights
under these Terms, including for termination of your Account or deletion of your Neuton
Service Data.
All of the Neuton Service Data shall be deleted immediately after the termination or
deletion of your Account.
Upon any termination of these Terms or deletion of your Account for any reason, all
provisions regarding indemnification, warranty, liability and limits thereon, and
confidentiality and protection of proprietary rights and trade secrets,
and any provisions which expressly or by their nature are required to survive such
termination in order to achieve their purpose, shall so survive until it shall no longer
be necessary for them to survive in order to achieve their purpose.
16. General Provisions
(a) Assignment. These Terms, any part thereof or any rights or obligations
hereunder may not be novated, assigned, outsourced or transferred by you without our
advance written consent, but may be assigned by us without restriction or limitations.
Any assignment or transfer in violation of the aforementioned provisions shall be deemed
null and void. Subject to the forgoing, the provisions of these Terms shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns.
(b) Force Majeure. We shall not be liable for failing or delaying performance of
our obligations resulting from any condition beyond our reasonable control, including
but not limited to, use of third parties’ equipment or services, communications failure,
governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of
God, labor conditions, power failures, and Internet disturbances.
(c) Governing Law. These Terms and all matters arising therefrom and any dispute
arising between the parties in connection with these Terms shall be governed and
construed in accordance
with the laws of United States of America and State of California notwithstanding the
conflict of law provisions thereof.
(d) Notice to California Residents. If you are a California resident, under
California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of
the Division of Consumer Services of the California Department of Consumer Affairs in
writing at 1625 N. Market Blvd.,
Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to
resolve a complaint regarding the Neuton Service.
(e) Electronic Notices. By using the Neuton Service, you consent to receiving
electronic communications from Bell Integrator.
These electronic communications may include notices about applicable fees and charges,
transactional information and other information concerning or related to the Neuton
Service.
These electronic communications are part of your relationship with Bell Integrator. You
agree that any notices, agreements, disclosures or other communications that we send you
electronically will satisfy any legal communication requirements, including that such
communications be in writing.
(f) Entire Agreement. These Terms, together with the Privacy Policy constitute
the entire agreement between you and us regarding the use of the Neuton Service.
(g) Interpretation. The section titles in these Terms are for convenience only
and have no legal or contractual effect. The word “including” means “including without
limitation”.
(h) No Waiver.No failure or delay by a party to exercise any right or remedy
provided under these Terms or by law shall constitute a waiver of that (or any other)
right or remedy, nor preclude or restrict its further exercise.
No single or partial exercise of such right or remedy shall preclude or restrict the
further exercise of that (or any other) right or remedy;
and will not be construed as a waiver of any subsequent breach or default under the same
or any other provision of these Terms.
(i) Severability. All the provisions of these Terms are distinct and severable.
If any provision of these Terms (or part of any provision) is found by any court or
other authority of competent jurisdiction to be invalid, unenforceable or illegal,
this shall not impair the operation of these Terms or affect the other provisions which
are valid.
(j) Copyright/Trademark Information Copyright © 2020 BELL INTEGRATOR,
INC. All rights reserved.
All trademarks, logos and service marks (“Marks”) displayed through the Neuton Service
are our property or the property of our suppliers or licensors.
You are not permitted to use these Marks without our prior written consent or the
consent of such third party which may own the Marks.
17. Contact Us
If you have any questions regarding these Terms, contact us at info@neuton.ai.
