Last modified: December 2019

NEUTON TERMS OF USE

Please read carefully the following provisions of these Terms of Use (the “Terms”). This is a legal agreement between you (“you” or the “User”) and Bell Integrator, Inc., a Delaware corporation and its affiliates and subsidiaries (collectively, “Bell Integrator” or “We”) 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 THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE NEUTON SERVICE.

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.

The Neuton Service is only available only to individuals who have the capacity to form legally binding contracts under applicable. Neuton Service is not available to minors under 18 years of age.

You agree to check these Terms periodically for new information and terms that govern your use of the Neuton Service. We may modify these Terms at any time. We reserve any rights not expressly granted herein.

All updates or modifications to the Neuton Service shall be governed by these Terms.

1. Neuton Service

Bell Integrator provides advanced algorithms and tools for building, training and deploying 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”)).

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). 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.

2. License to Use the Neuton Service

Subject to these Terms and any applicable payment, Bell Integrator grants you a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access and use the Neuton Service for your own use.

Except for the foregoing license grant, we do not grant you any rights 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 conde, 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 for any unlawful, unauthorized, invasive, infringing, defamatory, fraudulent, or obscene purpose; (l) (k) use 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 without or without notice for any reason.

Each User license ordered by a User is specific to such User and, once granted to that User, may not be transferred or reassigned to any other User.

To the extent that you have accessed the Neuton Service from the Google Marketplace, please note that the terms and conditions of the Google Marketplace apply to your use of the Neuton Service.

3. Account Setup

To use the Neuton Service, you need to set up an account (an “Account”). When you register for an Account, we will prompt you for registration information, such as your first name, last name, your company name, email address, phone number, account login, and password. Your registration information is protected by our privacy policy.

PLEASE BE AWARE THAT YOU MUST PROVIDE COMPLETE AND ACCURATE INFORMATION TO OUR PAYMENT PROCESSOR OR YOUR PAYMENT MAY BE AFFECTED. 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 YOU FOR ANY USE OF PAID NEUTON SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID NEUTON SERVICE.

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. 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 transmitted through the Neuton Service. For purposes of these Terms, Neuton Service Data refers to means 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.

To the extent, Neuton Service Data constitutes Personal Data of EU data subjects, you shall be deemed to be the data controller and Bell Integrator shall be deemed to be the data processor as those terms are understood under the Data Protection Regulations. Under no circumstances will Bell Integrator be deemed a data controller with respect to Neuton Service Data under Data Protection Regulations or any relevant law or regulation of any Member State as defined in Data Protection Regulations. For purposes of these Terms, Data Protection Regulations refer to EU Regulation 2016/679 (GDPR) (and any applicable national laws made under it) if the Subscriber is established in an European Economic Area (“EEA”) member state or where your own users access the Neuton Service from an EEA member state or the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded) if you are established in Switzerland. By agreeing to these Terms, you grant Bell Integrator a general authorization in the meaning of Article 28 (2) of GDPR engage processors for the purposes of providing the Neuton Service. Bell Integrator will inform you of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in these Terms.

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.

5. 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.

6. Fees & Subscriptions

1. Service Fees. With respect to paid portion of Neuton Service, you will be charged the fees set forth in the relevant section on the Neuton Platform or as otherwise offered on the Neuton Platform for a particular subscription plan (the “Fees”). The Fees, unless explicitly shown during the process of purchasing a subscription plan and following confirmation thereof, are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne, respectively registered and duly declared by User.
2. 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 Marketplace (a “Payment Processor”) to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or termination of the User account, 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 before the expiration of the pending Subscription Service period. You may cancel your Subscription Service by following the applicable instructions on the Google Marketplace. 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. 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. Only the person or entity that has registered an Account and has paid the applicable Fees may use the Neuton Service. Subscription Service is not transferrable.
3. Change in Fees. We may change the Fees and/or introduce new charges in addition to the Fees in our sole discretion. 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; (b) changes in the Neuton Service which are made at your request; or (c) delays and/or other issues due to your failure to fulfill your obligations or due to your request to delay work for any reason.
4. Refund policy. Except when required by law, all Fees are non-refundable.

7. Privacy and Security

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.

8. 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. Those links will let you leave the websites owned or operated by Bell Integrator. Bell Integrator does not endorse or assume any responsibility for any such third-party sites, 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 is subject to the terms and conditions of use and privacy policy(ies) applicable to such sites and resources.

9. Feedback

If you provide us with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary.

10. Indemnity and Release

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.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11. 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 CONTENT OR NEUTON SERVICE 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, OR THAT THE NEUTON SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

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. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Disclaimer 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 THIS AGREEMENT 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 AMOUNT OF MONEY THAT YOU HAVE PAID TO BELL INTEGRATOR IN THE PRECEDING THREE MONTHS PERIOD. 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 ANY OTHER ENTITY OR 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

13. Electronic Communications

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.

14. 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, which 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.

15. Dispute Resolution and Arbitration/Class Action Waiver/Jury Trial Waiver/Waiver of Punitive Damages.

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 (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) 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 (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) 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 Consumer Arbitration Rules (“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 or by calling the AAA at 1-800-778-7879. If the AAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving the Neuton Service. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. 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.

(d) Costs of Arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1-800-778-7879). Bell Integrator will pay all AAA filing, administrative and arbitrator fees for any arbitration that Bell Integrator commences. If you provided Bell Integrator with 60 days’ notice of your intent to arbitrate before commencing arbitration and the value of your claim is USD $75,000 or less, Bell Integrator will pay your share of any such AAA fees. If the value of your claim exceeds USD $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires Bell Integrator to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Bell Integrator for amounts that Bell Integrator paid on your behalf.

(e) 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 AND NEST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS 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.

(f) 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(g) below, if you do not notify Bell Integrator in accordance with this Section 15(f), you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.

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.

(g) 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.

This provision shall survive the termination of these Terms.

16. Termination

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. You may delete your Account at any time, for any reason, by following the instructions at the following link: https://myaccount.google.com/delete-services-or-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.

17. General Provisions

1. Assignment. This Agreement, any part thereof or any rights or obligations under it 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 this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
2. 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.
3. Governing Law; Jurisdiction. This Agreement and all matters arising therefrom and any dispute arising between the parties in connection with this Agreement 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.
4. 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.
5. Electronic Notices. The communications between you and Bell Integrator use electronic means, whether you use the Neuton Service or send us emails, or whether Bell Integrator posts notices on the Website or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Bell Integrator in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Bell Integrator provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
6. Entire Agreement. This Agreement, together with the Privacy Policy constitutes the entire agreement between you and us regarding the use of the Servies. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
7. Assignments. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without prior written consent of Bell Integrator, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Bell Integrator may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
8. No Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement 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 this Agreement.
9. Severability. All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (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 this Agreement or affect the other provisions which are valid.
10. 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.

18. Privacy.

Use of the Neuton Service is also governed by our Privacy Policy, the provisions of which are adopted herein by reference so when we refer to these Terms we also refer to the Privacy Policy.

19. Contact Us

If you have any questions regarding these Terms, contact us at info@neuton.ai.