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WEBSITE/PORTAL TERMS OF USE AGREEMENT

(ALL WEBSITE/PORTAL USERS)

Last modified: 10/1/2019

THIS WEBSITE/PORTAL TERMS OF USE AGREEMENT (“TERMS OF USE”) GOVERN YOUR USE OF THIS WEBSITE/PORTAL, WHICH IS PROVIDED BY OR FOR BELL LABORATORIES, INC., A WISCONSIN CORPORATION (“BELL”). THESE TERMS OF USE ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND BELL PERTAINING TO THE ACCESS AND USE OF THE SERVICES OFFERED, AND ALL PRODUCTS, INFORMATION, CONTENT, MEDIA, PRINTED MATERIALS AND ONLINE OR OTHER ELECTRONIC DOCUMENTATION ACCESSIBLE FROM ADMIN.BELLSENSING.COM OR ANY SUB-DOMAINS THEREOF OPERATED BY OR FOR BELL (COLLECTIVELY, THE “SITES”). THE SITES (OR PORTIONS THEREOF) ARE ALL OFFERED BY BELL ON THE EXPRESS CONDITION THAT YOU ACCEPT, WITHOUT MODIFICATION, AND ABIDE BY THESE TERMS OF USE. BY ACCESSING THE SITES, YOU ARE (I) INDICATING YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THESE TERMS OF USE, AND (II) REPRESENTING TO BELL THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS OF USE AND THE BELL PRIVACY POLICY (AS DEFINED HEREIN). THESE TERMS OF USE ARE SUBJECT TO CHANGE BY BELL AT ANY TIME IN ITS DISCRETION WITHOUT NOTICE, AND THE CHANGES ARE EFFECTIVE IMMEDIATELY UPON POSTING AND APPLY TO ALL ACCESS AND USE OF THE SITES THEREAFTER. YOUR USE OF THE SITES AFTER SUCH CHANGES ARE POSTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE REGULARLY. IF YOU DO NOT AGREE TO THE TERMS OF USE POSTED AT THE TIME, YOU MUST NOT ACCESS OR USE ANY OF THE SITES.

Subscription Services

If you use the Sites to use, receive and/or access certain services (collectively, “Subscription Services”) provided by Bell under a separate written Subscription Agreement (“Subscription Agreement”) with Bell, then the additional terms and conditions in the Subscription Agreement are applicable to your use of the Sites for such Subscription Services and such Subscription Services shall be deemed to be part of the “Services” under these Terms of Use where applicable, provided, however, that in the event of a conflict between these Terms of Use and the Subscription Agreement, the terms of the Subscription Agreement shall prevail. By using, receiving and/or accessing the Subscription Services through the Sites, you are representing and warranting that you, or the company or legal entity on whose behalf you are acting, are/is a party to an active Subscription Agreement with Bell for the Subscription Services and you have read, understood and agreed to the terms of the Subscription Agreement.

Ownership of and Access to the Sites

The Sites are published and maintained by or for Bell for your reference and information. You are welcome to browse, download from, communicate with, and otherwise use the Sites subject to the terms and conditions contained herein and, if applicable, the Subscription Agreement, and all applicable laws, rules, and regulations. Bell retains the right to refuse you access to the Sites or any of its resources, and to terminate or suspend your access at any time.

Restrictions on Use

You may use the Sites for purposes expressly permitted by Bell as set forth in these Terms of Use and, if applicable, the Subscription Agreement. You may not use the Sites for any other purpose, without Bell’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand the Sites (or any page thereof), or (ii) frame the Sites (or any page thereof), or (iii) hyper-link to the Sites (or any page thereof), without the express prior written permission of an authorized representative of Bell. For purposes of these Terms of Use, “co-brand” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Sites or content accessible within the Sites. You agree to cooperate with Bell in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.

Proprietary Information

The Sites and the material and content provided on the Sites (collectively, the “Content”) are the proprietary information of Bell and/or the party that provided the Content to Bell (including without limitation Bell’s subcontractors and licensors), and Bell and/or or the party that provided the Content to Bell retains all right, title, and interest in the Content. Accordingly, unless you own such Content, the Content may not be copied, reproduced, displayed, downloaded, translated, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Bell. Modification or use of the Content except as expressly provided in these Terms of Use is a violation of intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Sites. Nothing in these Terms of Use should be construed as conferring by implication, estoppel or otherwise, any license or right under or to any intellectual property right, including without limitation, any patent, trademark, service mark or copyright of Bell or any other party.

Links

The Sites may be, from time to time, linked to other websites that are not maintained by, or related to, Bell. Links to such websites are provided as a convenience to users and are not sponsored by or affiliated with the Sites or Bell.

Bell has not reviewed any or all of such websites, has no control over the content of those websites, and accepts no responsibility for them or any loss or damage that may arise from your use of them. Links are to be accessed at your own risk and subject to the terms and conditions of use for such websites, and Bell makes no representations or warranties about the content, completeness or accuracy of any links or the websites linked to the Sites. Further, the inclusion of any link to a third-party website does not necessarily imply endorsement by Bell of that website.

Submissions

You may post messages, text, photos, testimonials or other content on the Sites via the public forums, if provided. Any such content submitted to Bell via the public forums will be treated as non-confidential and non-proprietary, You hereby grant to Bell the royalty-free, perpetual, irrevocable, worldwide, sub-licensable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, post and display all such content, remarks, suggestions, ideas, photographs, graphics, or other information communicated to Bell through the Sites via the public forums (together, a “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. To the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Submission. By communicating such Submission, you represent to Bell that you own or have the right to use and permit Bell to use such Submission in the manner stated above, and the Submission complies with these Terms of Use. You agree not to post any photographs or text that belongs to any person other than yourself or that contains the name, voice, likeness or other personally identifiable information of any person other than yourself unless you first obtain permission to do so from that person. Bell will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Bell operations.

Bell understands that visitors to the Sites may be concerned about the information that they may provide or that may be generated from their use of the Sites, or collected from the Sites, and how Bell may use such information. Protecting privacy is an important priority to Bell. Our Privacy Policy www.bellsensing.com/privacy-policy governs the collection, use, retention and disclosure of personal information and other information gathered from the Sites. Bell will treat any personal information that you submit through the Sites in accordance with its Privacy Policy, and by accessing or using the Sites you consent to all actions taken by Bell in compliance with the Privacy Policy with respect to your information.

Site Services

Services. In furtherance of its various service offerings, Bell may offer from time to time certain non-subscription services or features on the Sites (including without limitation, bulletin boards, message boards, blogs, chatrooms, instant messaging, public forums and tutorials) (collectively, the “Services”). The following terms under these Terms of Use pertain to your ability to use any Services made available by Bell on the Sites. Bell will permit your use of a Services on the express condition that you accept, without modification, and abide by these Terms of Use, only for as long as your use of the Services are in furtherance of the use of Bell’s associated offerings. If you are using the Sites to use, receive and/or access Subscription Services provided to you by Bell under a Subscription Agreement, then the additional terms and conditions in the Subscription Agreement are applicable to your use of the Sites for such Subscription Services and such Subscription Services shall be deemed to be part of the Services under these Terms of Use where applicable.

Account Set Up. Access to certain Services and certain features of the Sites will require an account to be first established and activated for you. You may sign up for an account by accessing the Sites and following the direction for setting up an account or by contacting client services directly. When you request an account, a unique user name (and/or a forum name), you will be responsible for entering a unique password and a valid email address for your account. You will be asked whether you have read these Terms of Use and agree to abide by its terms. If you answer “I agree” your account may be activated. If you answer “I Do Not Agree”, your account will not be activated and you will not be permitted to access the Services online.

Bell reserves the right to decline to activate an account for any person for any reason. If your account is activated, you will receive a notification email after you register and you must confirm your email address and acceptance of these Terms of Use by clicking on the confirmation link in the notification email. Once you have confirmed, you will be permitted to log in, view, load, post and use the Services and the specific features of each Bell public forum or service for which you have been registered, including any Subscription Services covered by the Subscription Agreement, if applicable. By making such confirmation, you acknowledge that you are of the legal age of majority in your jurisdiction, that you have the legal capacity necessary for entering into a binding agreement and you have read these Terms of Use and, if applicable, the Subscription Agreement, understand your rights and obligations, and agree to be bound by these Terms of Use and, if applicable, the Subscription Agreement.

Password Protection. You must have a password to access the Services online via your account. You are responsible for maintaining the secrecy of your password and protecting against unauthorized use of your password. You also are responsible for all activities that occur under your password and user name or your account made by you or others. You will immediately notify Bell if your password is lost, stolen, disclosed to an unauthorized third party or otherwise has been compromised or if there is any other breach of security. You must ensure that you exit from your account at the end of each session. You will be permitted to access only those portions of the Sites for which you have been granted permission to use by Bell.

Account Requirements. In consideration of your use of the Sites and the Services, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by our account activation form; and (ii) maintain and promptly update such account information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such account information is untrue, inaccurate, not current or incomplete, Bell reserves the right to suspend or terminate your account and refuse any and all current or future use of the Sites or the Services or any portion thereof.

Boards & Other Public Forums. As part of your account, you may be given access to participate in certain bulletin boards, message boards, blogs, chatrooms, instant messaging and other public forums.

Bell reserves the right to edit or abridge content for any reason and to edit, refuse to post or remove any content submitted by you or others.

Bell cannot and does not guarantee that it will post every content submitted or that such content will not be offensive, defamatory, or objectionable. Although Bell reserves the right to remove without notice any posting for any reason, Bell has no obligation to delete content that you personally may find objectionable or offensive.

Bell does not control in real time the information posted via the Services and as such does not guarantee the accuracy, integrity or quality of such information. In addition to other disclaimers found in these Terms of Use, Bell does not endorse or make any warranties or representations with regard to the accuracy, completeness or timeliness or any content posted on any Bell public forum.

Availability of Service. Bell reserves the right to establish general practices and limits concerning the Services and user accounts at any time (and may modify such practices and limits at its sole discretion), including without limitation the maximum number of days that your or any third-party’s information or content will be retained and the maximum amount of disk space that will be allotted on Bell’s servers on your behalf. Without limiting the foregoing, you agree that Bell shall have no responsibility or liability for the deletion or failure to deliver or store your content on any other public forum, or any information, pictures, or content provided by or stored by you on any public forum, regardless of whether such deletion or failure was due to the established practices or limits of the Services or as a result of error, intentional misconduct, or negligence of Bell. You acknowledge that Bell reserves the right to log off accounts that are inactive for an extended period of time and reserves the right at any time, and from time to time, to modify or discontinue, either temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Bell shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Services.

Services Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, IN ADDITION TO THE GENERAL INDEMNIFICATION PROVIDED UNDER THESE TERMS OF USE, YOU WILL INDEMNIFY AND HOLD HARMLESS BELL, INCLUDING BELL’S SUBCONTRACTORS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, INSURERS AND SUPPLIERS (COLLECTIVELY, THE “BELL PARTIES”) FROM AND AGAINST ANY LAWSUITS, CLAIMS, DAMAGES, LIABILITIES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED BY THE BELL PARTIES PERTAINING TO USE OF THE INFORMATION, SUBMISSION AND CONTENT YOU PROVIDE FOR ANY PUBLIC FORUM OR AS PART OF YOUR USE OF THE SERVICES, YOUR FAILURE TO ABIDE BY THESE TERMS OF USE, YOUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT OR RIGHT OF PUBLICITY OR PRIVACY OF ANY THIRD PARTY THAT RELATES TO ANY INFORMATION, IMAGE, VOICE, NAME, PERSONALLY IDENTIFIABLE INFORMATION, SUBMISSION OR CONTENT YOU PROVIDE FOR ANY PUBLIC FORUM, EVEN IF ANY SUCH CLAIMS, DAMAGES, LIABILITY OR EXPENSE ARE BASED IN WHOLE OR IN PART ON THE BELL PARTIES’ OWN NEGLIGENCE.

Disclaimer

YOU ACKNOWLEDGE THAT BELL CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION, AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITES FOR THE RECONSTRUCTION OF ANY LOST DATA. BELL DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET.

WHILE BELL ENDEAVORS TO KEEP THE MATERIALS ON THE SITES CURRENT, INFORMATION WITHIN OUR INDUSTRY CHANGES RAPIDLY AND THUS, THE MATERIALS ON THE SITES SHOULD NOT BE RELIED UPON TO BE FULLY COMPREHENSIVE OR ERROR FREE. THE CONTENT IS NOT NECESSARILY COMPLETE OR UP-TO-DATE AND SHOULD NOT BE USED TO REPLACE ANY WRITTEN REPORTS, STATEMENTS OR NOTICES PROVIDED BY BELL. YOU SHOULD USE THE CONTENT IN THE SAME MANNER AS ANY OTHER PUBLIC MEDIUM AND SHOULD NOT RELY ON THE CONTENT TO THE EXCLUSION OF YOUR OWN JUDGMENT. INFORMATION OBTAINED BY USING THE SITES IS NOT EXHAUSTIVE AND DOES NOT COVER ALL ISSUES, TOPICS, OR FACTS THAT MAY BE RELEVANT TO YOUR GOALS.

IN CERTAIN PARTS OF THE SITES (PARTICULARLY FORUMS AND BLOGS), BELL MAY PERMIT THIRD PARTIES TO PROVIDE ADVICE, COMMENTS AND INFORMATION FOR INFORMATIVE AND EDUCATIONAL PURPOSES IN FURTHERANCE OF BELL’S SERVICES.

BELL MAY FROM TIME TO TIME POST INFORMATION PROVIDED BY THIRD PARTIES THAT MIGHT BE OF INTEREST OR BENEFIT TO THE PUBLIC. SUCH POSTINGS ARE FOR YOUR CONVENIENCE ONLY. YOU ACKNOWLEDGE THAT, IRRESPECTIVE OF POSTINGS, THE OPINIONS AND RECOMMENDATIONS OF THIRD PARTIES CONTAINED ON THE SITES ARE NOT NECESSARILY THOSE OF BELL OR ENDORSED BY BELL.

YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR OWN RISK. THE SITES, SERVICES AND THE CONTENT ARE PROVIDED "AS IS", “AS AVAILABLE,” "WITH ALL FAULTS", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.

BELL, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUBCONTRACTORS, DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COURSE OF DEALINGS, USAGE OF TRADE, INACCURACY IN CONTENT CAUSED BY OUR FAILURE TO PERFORM WITH REASONABLE CARE, OR NON-INFRINGEMENT.

BELL DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES, SERVICES OR THE SERVER/COMPUTER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.   TO THE FULLEST EXTENT PROVIDED BY LAW, BELL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL ON THE SITES, OR ANY WEBSITES LINKED TO THE SITES.

BELL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND BELL MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE.

YOU, AND NOT BELL, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITES OR THEIR CONTENT.

BELL MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

ALL OF THE INFORMATION IN THE SITES, WHETHER HISTORICAL IN NATURE OR FORWARD-LOOKING, SPEAKS ONLY AS OF THE DATE THE INFORMATION IS POSTED ON THE SITES, AND BELL DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE SUCH INFORMATION AFTER IT IS POSTED OR TO REMOVE SUCH INFORMATION FROM THE SITES IF IT IS NOT, OR IS NO LONGER, ACCURATE OR COMPLETE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE BELL PARTIES’ AGGREGATE AND COMPLETE LIABILITY TO YOU AND ANY THIRD PARTY IN CONNECTION WITH ANY AND ALL OF ITS SERVICES PROVIDED VIA THE SITES, HOWEVER ARISING, EXCEED A MAXIMUM OF US$100.00.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL BELL PARTIES, OR THE CONTRIBUTORS OF INFORMATION TO THE SITES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) ARISING OUT OF YOUR (OR ANY AUTHORIZED USER’S) OR ANY UNRELATED PARTY’S USE OR INABILITY TO USE THE SITES, OR YOUR (OR ANY AUTHORIZED USER’S) OR ANY UNRELATED PARTY’S RELIANCE OR USE OF CONTENT, INFORMATION, PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE INTERNET, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR OTHER DATA LOSS, ERRORS, DEFECTS, DELAYS IN OPERATION, SERVICE OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF THE SITES, EVEN IF SUCH DAMAGE IS FORESEEABLE, OR WE, OR ANY OF OUR AUTHORIZED REPRESENTATIVES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF THE REMEDIES STATED IN THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

YOU HEREBY INDEMNIFY AND AGREE TO HOLD HARMLESS THE BELL PARTIES FROM AND AGAINST ANY AND ALL LIABILITY AND EVERY LOSS, COST, CLAIM, DEMAND, CAUSE OF ACTION AND EXPENSE (INCLUDING, WITHOUT LIMITATION, THE COST OF INVESTIGATING ANY CLAIM, THE COST OF LITIGATION AND ATTORNEYS’ FEES, WHETHER OR NOT LEGAL PROCEEDINGS ARE INSTITUTED) PAID OR INCURRED BY ANY ONE OR MORE OF THEM ARISING FROM, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITES, THE CONTENT, OR ANY INFORMATION OR SERVICES PROVIDED THROUGH THE SITES.

YOU ACKNOWLEDGE AND AGREE THAT YOU INTEND THE INDEMNIFICATION PROVIDED FOR HEREIN TO INCLUDE INDEMNIFICATION FOR NEGLIGENCE OF BELL AND/OR THE BELL PARTIES. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE BELL PARTIES, FROM AND AGAINST ANY AND ALL LIABILITY AND EVERY LOSS, COST, CLAIM, DEMAND, CAUSE OF ACTION AND EXPENSE ARISING OUT OF ANY ACT OR OMISSION BY YOU IN VIOLATION OF THESE TERMS OF USE, OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION.

Waiver of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE BELL PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE, CLAIM, DEMAND, CAUSE OF ACTION OR EXPENSE (INCLUDING, WITHOUT LIMITATION, THE COST OF INVESTIGATING ANY CLAIM, THE COST OF LITIGATION AND ATTORNEYS’ FEES, WHETHER OR NOT LEGAL PROCEEDINGS ARE INSTITUTED), OR ANY COMPENSATORY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), ARISING FROM ANY ACCESS TO, USE, OPERATION OR FAILURE OF ANY AND ALL SITES, OR ANY CONTENT, INFORMATION OR ANY SERVICES PROVIDED BY, THROUGH OR IN CONNECTION WITH THE SITES.

CERTAIN STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS SET FORTH IN THIS AGREEMENT MAY NOT APPLY TO YOU TO THE EXTENT NOT ALLOWED IN SUCH STATE OR JURISDICTION.

Trademarks/Service Marks

All right, title and interest in the Sites and any content included or available on the Sites, such as advertisements, text, graphics, logos, button icons, images, audio clips, service marks, and software, is the exclusive property of Bell, its licensors and/or subcontractors, and/or other third parties (unless it is content that you have provided) and is protected by copyrights, trademarks, or other intellectually and proprietary rights. The compilation (meaning the collection, arrangement, and assembly) of all content on the Sites is the exclusive property of Bell and/or third parties (unless it is a compilation that you have provided) and is protected by copyrights or other intellectual property rights.

Bell and any party that provided trademarks, service marks, and logos to Bell retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in the Sites.

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Sites are registered and unregistered trademarks of Bell and others. You must not use such Trademarks without the prior written permission of Bell or the appropriate other party. Nothing contained on any Sites should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Sites without the prior express written permission of Bell or such party that may own the Trademark. Misuse of any Trademarks, or any other content, displayed on the Sites is prohibited.

Prohibited Uses and Information

You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use any Sites:

  • · in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
  • · for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
  • · to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
  • · to impersonate or attempt to impersonate any Bell Parties, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
  • · to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of any Sites, or which, as determined by us, may harm Bell or other users of any Sites, or expose them to liability.

Additionally, you agree not to:

  • · use any Sites in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of any Sites, including their ability to engage in real time activities through any Sites;
  • · use any robot, spider, or other automatic device, process, or means to access any Sites for any purpose, including monitoring or copying any of the material on any Sites;
  • · use any manual process to monitor or copy any of the material on any Sites, or for any other purpose not expressly authorized in these Terms of Use, without Bell’s prior written consent;
  • · use any device, software, or routine that interferes with the proper working of any Sites;
  • · introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  • · attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of any Sites, the server on which any Sites are stored, or any server, computer, or database connected to any Sites;
  • · attack any Sites via a denial-of-service attack or a distributed denial-of-service attack; or
  • · otherwise attempt to interfere with the proper working of any Sites.

You agree not to post, send, submit, publish, or transmit in connection with the Sites any material that:

  • • you do not have the right to post, including proprietary material of any third party;
  • • advocates illegal activity or discusses an intent to commit an illegal act;
  • • is vulgar, obscene, pornographic, indecent, or otherwise objectionable;
  • • does not pertain directly to the Sites;
  • • threatens or abuses others, libels, defames, invades privacy, stalks, is racist, abusive, harassing, threatening or offensive;
  • • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity or privacy;
  • • violates any law or may be considered to violate any law;
  • • impersonates any person or entity, including, without limitation, Bell, or one of Bell’s or other’s officers or employees (including Bell’s licensors and/or subcontractors) or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on the Sites;
  • • solicits funds, advertisers or sponsors;
  • • includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • • disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to use the Sites or to engage in real time activities via the Sites;
  • • interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on Bell or its licensors or suppliers’ infrastructure;
  • • involves the preparation and/or distribution of "junk mail", "spam", "chain letters", "pyramid schemes" or other deceptive on-line marketing practices or any unsolicited bulk email or unsolicited commercial email or otherwise in a manner that violates the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003), Canada’s anti-spam legislation (S.C. 2010, c. 23) or any other applicable law regulating this subject matter;
  • • would encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international laws or regulations;
  • • involves the unauthorized entry to any machine accessible via the Services or interference with the Sites or any servers or networks connected to the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites, or attempt to breach the security of or disrupt Internet communications on the Sites (including without limitation accessing data to which you are not the intended recipient or logging into a server or account for which you are not expressly authorized);
  • • collect or store personal data about other account users or attempt to gain access to other account users’ accounts or otherwise mine information about other account users or the Sites;
  • • execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Sites’ servers or any data not intended for you;
  • • attempt to circumvent authentication or security of any content, host, network or account (“cracking”) on or from the Sites;
  • • as determined by Bell, are contrary to Bell Parties’ public image, goodwill, reputation or business interests;
  • • amounts to a “pyramid’ or similar scheme;
  • • disobeys any policy or regulations established from time to time regarding use of the Sites or any networks connected to the Sites; or
  • • contains hyper-links to other websites that contain content that falls within the descriptions set forth above.

In addition you will not, and will not assist, enable or permit others to, directly or indirectly (i) modify, enhance, alter, or prepare derivative works based on any of Bell or its licensors’, subcontractors’ and/or suppliers’ content, software or infrastructure, (ii) decompile, decode, unlock, attempt to discover the source code of, or otherwise reverse engineer, any of Bell or its licensors’, subcontractors’ and/or suppliers’ software or infrastructure, or (iii) sublicense, sell, rent, lease, transfer, assign, or convey any rights under these Terms of Use to any third party, or otherwise commercially exploit or profit from the information or content of the Sites (or any part or portion thereof).

IMPROPER USE OF THE SITES WILL RESULT IN LOSS OF YOUR ACCOUNT ACCESS AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES.

Bell reserves the right to monitor use of the Sites to determine compliance with these Terms of Use, as well the right to remove or refuse any Submission, content or information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither Bell nor any third party that provides Content to Bell (including Bell’s licensors and/or subcontractors) will assume or have any liability for any action or inaction by Bell or such third party with respect to any such Submissions.

Web Beacons and Cookies

Further information about the information Bell collects when you use the Sites, the technology used to collect the information, how the information is shared and how you can opt out of such collection and sharing can be found in our Privacy Policy.

Term & Termination

These Terms of Use are effective from the date that you first access the Sites or on the date that you activate your account for the Services, whichever is earlier, and continue in effect until terminated in accordance with these Terms of Use.

Bell may terminate your access to the Sites or the Services at any time for any reason. Cause for such termination may include, but not be limited to: (i) breaches or violations of these Terms of Use; (ii) requests by law enforcement or other government agencies; (iii) a request by you (self-initiated account deletions); (iv) discontinuance or material modification to the Services (or any part thereof); (iv) unexpected technical or security issues or problems; (v) extended periods of inactivity; (vi) fraudulent or illegal activities performed by or on behalf of you in connection with the Services or the Sites; (vii) discontinuance of the Services as a whole; (viii) a statement by you that you no longer agree to these Terms of Use, or a statement by you otherwise requesting termination of your access to the Services; (ix) completion of the Services in which you are participating; (x) termination of the Subscription Agreement, if applicable, and/or (xi) any other reason reasonably considered by Bell in its sole discretion to be in its best interest.

Your access to the Sites or the Services also may terminate automatically if you fail to comply with any term or provision of these Terms of Use or the Subscription Agreement, if applicable. You agree that any termination of your account and/or your access to the Sites or the Services may be effected without prior notice and you acknowledge and agree that Bell may immediately deactivate or delete your account and all related information, files or content in your account and/or bar any access to such information or content by you or others.

Bell shall not be obligated to return or provide copies of any information, files or content in your account to you upon deactivation.

You may deactivate your account subject to the terms in the agreement you have with Bell (these Terms of Use and/or your Subscription Agreement, as applicable). In order for us to deactivate your account, you must provide us with written notice.

You agree that the Bell shall not be liable to any third-party for any termination or deactivation of your access to your account(s) or the Sites.

Upon termination, Bell will have no further obligation or responsibility to you with respect to the Services terminated, and you will have no further obligation or responsibility to Bell with respect to the Services terminated or the Sites; provided, however, the foregoing statement does not apply to any liability, responsibility, or obligation of either party existing or arising prior to the effective date of termination. Your obligations under these Terms of Use, which by their nature are intended to survive termination (such as indemnification) shall survive the termination of your access to the Sites or the Services.

Security

You will be responsible for the security of any username or password that may be issued to you by Bell or that you may acquire or obtain. Usernames and passwords will generally only be provided by Bell to representatives and agents of those persons, entities, or organizations that participate in the electronic funds transfer network operated by Bell. In any event, usernames and passwords shall be issued by Bell in Bell’s sole and absolute discretion. Bell will be entitled to monitor your username and password and, at its discretion, require you to change either or both of them. If you use a username and/or password that Bell considers insecure, Bell will be entitled to require the username and the password to be changed or Bell may terminate your account.

You are prohibited from using any services or facilities provided in connection with the Sites to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Bell reserves the right to release your details to system administrators at other websites in order to assist them in resolving security incidents.

Bell reserves the right to investigate suspected violations of these Terms of Use.

Bell reserves the right to share, assign or transfer the Sites (or any part thereof) and your account information to any of our affiliates, subcontractors or any successor in interest to our organization by merger, reorganization, or operation of law.

From time to time, Bell may be required to provide your account information, Content, or other information about you in response to a valid court order, subpoena, government investigation, or as otherwise required by law, or if we reasonably believe that you have committed unlawful acts or acts that may endanger the health or safety of another user or the general public. We also reserve the right to report to law enforcement agencies any activities that we, in good faith, believe to be unlawful. We may release certain account information when we believe that such release is reasonably necessary to protect the rights, property, and safety of others and ourselves. Bell reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Bell to disclose the identity of anyone posting any messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THESE TERMS OF USE YOU WAIVE AND HOLD HARMLESS THE BELL PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE BELL PARTIES DURING OR AS A RESULT OF AN INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ANY BELL PARTIES AND/OR LAW ENFORCEMENT AUTHORITIES.

Notice of Claims of Intellectual Property Violations

The content of the Sites may include pictures, information, statements, blog or forum entries, letters, marks, slogans and other content uploaded or provided by third parties or otherwise received from third parties.

Bell reserves the right to, but it is not obligated to, review all such materials prior to posting.

Bell will not permit the use of content on the Sites that infringes on the copyright or trademarks or rights of publicity of others, and has the right to take any action with respect to such content that it deems necessary or appropriate, in its sole discretion, including without limitation, removing any such content that violates the copyright or trademarks or other rights of others if properly notified of such violation in accordance with the procedure set forth in these Terms of Use. If you believe that any of the content on the Sites infringes your copyright or trademark rights or your rights of publicity, please provide Bell’s main office (whose contact information provided below) with the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work or mark or publicity right claimed to have been infringed, or, if you believe that multiple works, marks or publicity rights have been infringed on the Sites, a representative list of such works, marks or publicity rights.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Bell to locate the material.
  4. Information reasonably sufficient to permit Bell to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Bell’s agent for the notice of any claim of infringement of any copyright or trademark or right of publicity is its Authorized Agent, who can be reached, as follows:

By email: This email address is being protected from spambots. You need JavaScript enabled to view it.

By mail: Bell Sensing Technologies, 3699 Kinsman Blvd., Madison, WI 53704

Please provide all of the information requested above. No specific form is required to provide Bell with notifications of possible infringement. However, it will take Bell longer to process your notice if any of this information is not provided, and in some cases, we may not be able to process your notice. Also please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of possible infringement submitted electronically with an attachment will not be received or processed.

Deactivation of the Sites

Bell reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites, or any part or portion thereof. Nothing in these Terms of Use shall be construed to obligate Bell to maintain and support the Sites, or any part or portion thereof, during the term of these Terms of Use.

Site Location

THE SITES ARE MANAGED IN THE STATE OF WISCONSIN, UNITED STATES OF AMERICA AND ARE INTENDED FOR USE SOLELY IN THE UNITED STATES AND CANADA BY UNITED STATES AND CANADIAN RESIDENTS.

BELL MAKES NO CLAIM OR REPRESENTATION THAT IT OPERATES (OR IS LEGALLY PERMITTED TO OPERATE) IN ALL GEOGRAPHIC AREAS.

BELL MAKES NO REPRESENTATION THAT THE SITES, SERVICES OR INFORMATION FOUND THROUGH THE SITES OR SERVICES IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS, AND ACCESSING THE SITES FROM TERRITORIES WHERE THE CONTENT OF THE SITES IS ILLEGAL IS EXPRESSLY PROHIBITED. IF YOU ACCESS THE SITES FROM OUTSIDE THE UNITED STATES OR CANADA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS.

Subcontractors

Bell may from time to time in its sole discretion engage third parties to provide the Sites and/or perform the Services, and/or any part thereof. All rights, licenses, powers, remedies and privileges granted herein to Bell shall apply to all such subcontractors.

Miscellaneous

These Terms of Use will be governed and interpreted pursuant to the laws of the State of Wisconsin, United States of America, notwithstanding any principles of conflicts of law, and the applicable laws, regulations and treaties of the United States of America. To the extent permitted by applicable law, you specifically consent to personal jurisdiction in Wisconsin in connection with any dispute between you and Bell arising out of these Terms of Use or pertaining to the subject matter hereof. To the extent permitted by applicable law, the parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter of these Terms of Use will be in the state and federal courts in Dane County, Wisconsin. To the extent permitted by applicable law, you agree that the statute of limitations for any claim against Bell shall be brought within one year from when the claim arose, and any claims not brought within such period of time shall be deemed waived. You agree that, if the terms of these Terms of Use are not specifically enforced, we will be irreparably damaged, and therefore you agree that we shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect any breach(es), in addition to any other available remedies. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Failure by us to enforce any particular term of these Terms of Use shall not be construed as a waiver of any of our rights hereunder. These Terms of Use (and each supplemental agreement referenced in or referencing these Terms of Use, including the Subscription Agreement, if applicable) constitute the entire and integrated agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on the Sites will govern the items to which they pertain.