Website Terms of Use

Welcome to Bell.AI!

This Website Terms of Use (the "Agreement") applies to your ("you" and "your") access to, and/or use of, https://bellai.co.il/ and its subdomains (collectively, the "Website"). You must read this Agreement carefully, and by accessing or using the Website, you confirm that you have read, understood, and agree to be bound by:

(A) these terms and conditions in their entirety; and

(B) any supplemental terms or policies in this Agreement which are stated to be incorporated into this Agreement (such as our Privacy Policy).

For the avoidance of doubt, this Agreement does not apply to the purchase or licensing (or other procurement) of any Bell products or services.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT (AND ALL REFERENCES TO "YOU" AND "YOUR" SHALL REFER TO SUCH ENTITY).

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE.

YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD, BUT IN ANY EVENT OF A LEGAL AGE TO FORM A BINDING CONTRACT. MINORS ARE NOT PERMITTED TO ACCESS OR USE THE WEBSITE.

This Agreement is a binding agreement between you and Bell.AI Ltd., an Israeli company ("Bell", "we", "us", and "our").

Bell reserves the right to modify this Agreement at any time by posting the modified Agreement at https://bellai.co.il/WebsiteTerms. Such modifications will be effective upon posting (unless we specify a later effective date). In such cases, we will also update the "Last Updated" reference set forth at the beginning of this Agreement. Your continued use of the Website following the posting of revised Agreement means that you accept and agree to the changes.

DEFINITIONS AND INTERPRETATION

This Agreement contains a range of capitalized terms, some of which are defined in this Section and some of which are defined elsewhere. The Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.

"Bell Affiliate" means, with respect to Bell, any organization or entity controlling, controlled by, or under common control with, Bell, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.

"Bell Materials" means, collectively, the Website and any Content appearing or displayed on or in the Website. For the avoidance of doubt, and unless the context requires otherwise, references herein to Bell Materials includes without limitation Third Party Content (defined below).

"Content" means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or similar materials and content.

"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property (collectively, "Intellectual Property"), and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule, in any jurisdiction.

"Privacy Policy" means Bell's then-current privacy policy available at https://bellai.co.il/PrivacyPolicy, as may be modified from time to time by Bell.

WEBSITE ACCESS

We hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right and license to access, view and use the Website and related Bell Materials solely for your own personal and non-commercial use, strictly in accordance with this Agreement and any additional policies or instructions issued by Bell from time to time (collectively, the "License"). Except for the License, Bell does not grant you any right or license in or to any of Bell's or any third party's Intellectual Property Rights. In our sole discretion we may, at any time, with or without notice, and for any or no reason: (a) revoke, suspend, limit, or otherwise condition the License; (b) suspend or discontinue the Website or any part thereof; (c) terminate this Agreement; and/or (d) modify, remove, and/or otherwise restrict access to (including, without limitation, by geo-blocking or other technical means), all or any part of the Website or Bell Materials, in all cases without any obligation or liability to you.

USAGE RESTRICTIONS

As a condition to the License, you shall not (and shall not permit or encourage any third party to) do any of the following, in whole or in part: (a) copy or reproduce (such as by screen scraping), republish, create public Internet "links" to, "frame", or "mirror" any Bell Materials, or otherwise access Bell Materials via any automated process; (b) sell, assign, lease, lend, rent, distribute, or make available any Bell Materials to any third party, or otherwise offer or use any Bell Materials as part of a time-sharing, outsourcing, or service bureau environment; (c) modify, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects of any Bell Materials; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in any Bell Materials; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any Bell Materials; (f) make a derivative work of any Bell Materials, or use any Bell Materials to develop or create any service, product, or Content that is the same as (or substantially similar to or competitive with) any of the Bell Materials; (g) upload, publish, or transmit any "robots" or "spiders", virus, malware, Trojan horse, spyware, or similar malicious item; (i) take any action that imposes or may impose an unreasonable or disproportionately large load on the Website infrastructure; (j) use any Bell Materials to infringe, misappropriate or violate any third party's Intellectual Property Rights, privacy rights, or any Law; and/or (k) upload or publish any advertisement or promotional material on the Website.

LINKING TO OUR WEBSITE

Bell permits you to link to the Website provided that: (i) you link to (but do not replicate) any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with Bell or present any false information about Bell; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Website does not contain Content that is offensive or controversial, that infringes, misappropriates, or violates any Intellectual Property Rights; and (vi) you, and your website, comply with this Agreement and applicable Law.

THIRD PARTY CONTENT

The Website may display, link to, and/or otherwise allow you to view, access, or interact with, Content from third parties and other sources that are not owned or controlled by Bell (such Content and third parties, "Third Party Content" and "Third Party Providers", respectively). The Website may also enable you to communicate with the Third Party Providers.

The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Bell of such Third Party Content or Third Party Provider.

Bell does not assume any responsibility or liability for Third Party Content, or any Third Party Provider's terms of use, privacy policies, actions, omissions, or practices. Please read the respective terms of use and privacy policies of any Third Party Provider that you interact with before you engage in any such activity.

RESPONSIBILITY FOR YOUR CONTENT

If you provide, publish, upload, or transmit any Content to or via the Website ("Your Content"), you represent and warrant as follows: (A) Your Content will be complete and accurate; (B) no processing of Your Content under this Agreement will violate any Law, proprietary right, or privacy right; (C) you have obtained and will maintain all required consents and licenses; and (D) Your Content will not contain or link to any violent, obscene, or unlawful Content.

By submitting Your Content to Bell, you hereby grant Bell an unrestricted, worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up, perpetual, sublicensable, and transferable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit Your Content in connection with the Website and Bell's business. You hereby irrevocably waive, to the maximum extent permitted by law, any and all moral rights and rights of attribution in or to Your Content.

INTELLECTUAL PROPERTY

As between you and Bell, Bell (and/or its licensors and suppliers, as applicable) is and shall remain the sole and exclusive owner of all right, title, and interest (including, but not limited to, all Intellectual Property Rights) in and to: (a) the Bell Materials, as well as any computer programs (including APIs), code, databases, or other Intellectual Property underlying, operating, or otherwise embodied in any Bell Materials; and (b) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos displayed on or in any Bell Materials ("Trademarks").

Bell, Bell.AI, and its respective logos and design, are the Trademarks of Bell. Except for the License, Bell (and its licensors and suppliers, as applicable) reserve all rights in and to their respective Intellectual Property Rights.

WARRANTY DISCLAIMERS

THE BELL MATERIALS ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED BY BELL AND ITS LICENSORS AND SUPPLIERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF BELL SHALL CREATE OR GIVE RISE TO A REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION. ANY USE OF, OR RELIANCE UPON BELL MATERIALS IS AT YOUR SOLE RISK.

IN ADDITION, NEITHER BELL NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY BELL MATERIALS; (B) THAT YOUR USE OF, OR RELIANCE UPON, BELL MATERIALS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) THAT BELL MATERIALS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS WILL BE CORRECTED; (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY INDUSTRY STANDARDS; OR (E) REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, ANY CYBERSECURITY EVENT, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS.

BELL WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS.

LIMITATION OF LIABILITY

NEITHER BELL NOR ANY OF ITS AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER (SUCH AS DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; SUCH AS LOST PROFITS, BUSINESS, OPPORTUNITY, SAVINGS; SUCH AS LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL; AND/OR SUCH AS THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES) UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT. TO THE EXTENT ANY COURT OF COMPETENT JURISDICTION DOES NOT ALLOW THE EXCLUSION OF DIRECT DAMAGES, THEN IN RESPECT OF SUCH JURISDICTION BELL'S AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL BE CAPPED AT FIVE US DOLLARS (USD $5).

THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (ii) EVEN IF BELL HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY.

To the fullest extent permitted by applicable Law, you hereby irrevocably release, discharge, and forever hold harmless Bell, all Bell Affiliates, and its and their respective directors, officers, members, employees, representatives, consultants, agents, suppliers, and distributors from any and all responsibility, liability, claims, demands, actions, causes of action, suits, damages, losses, costs, and expenses of every kind and nature whatsoever, whether known or unknown, arising out of, relating to, or in any way connected with: (x) any and all interactions, disputes, or disagreements between or among users of the Website; and (y) any dealings with, or content or services provided by, Third Party Providers and Third Party Content.

If you are a California resident, you hereby irrevocably waive the applicability of California Civil Code §1542, 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."

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Bell and Bell Affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of this Agreement, your use of Bell Materials other than as expressly authorized in this Agreement, or your use of any information obtained from the Website.

MISCELLANEOUS

11.1 Entire Agreement. This Agreement represents the entire agreement between you and Bell with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Bell with respect to such subject matter.

11.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, YOU AGREE THAT SUCH CLAIM SHALL BE DEEMED PERMANENTLY BARRED.

11.3 Language; Electronic Contract and Communications. The language of this Agreement is expressly agreed to be the English language. You hereby irrevocably waive, to the fullest extent permitted by law, any Law applicable to you requiring that the Agreement be localized to meet your language. Bell may, at its sole discretion, provide notice under this Agreement by postal mail, by email, and/or by posting notices on the Website. When you visit or submit information on the Website or send an email to us, you are communicating with us electronically and consent to receive all communications from us electronically.

11.4 Email, Telephone and SMS Communication. By providing your email address, fax number, or phone number on the Website, you authorize us to contact you by telephone, fax and email in connection with: (a) an issue regarding our Website, (b) in response to inquiries you have requested from us; and/or (c) to provide information or offers that may be of interest to you. If you do not want to receive such communications, you may opt out by emailing the address at the bottom of the emails with "UNSUBSCRIBE" or by texting "STOP" as set forth in the communication. For more information, please see our Privacy Policy.

11.5 Assignment. Bell may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you may not assign this Agreement without Bell's express prior written consent. Any prohibited assignment shall be null and void.

11.6 Feedback. If you provide us any suggestions, feedback, or similar ideas for or about any Bell Materials (collectively, "Feedback"), you agree that Bell exclusively owns all right, title, and interest (including without limitation all Intellectual Property Rights) in and to the Feedback, and you are not owed any compensation in exchange. Bell may use, copy, distribute, sell, create derivative works of, and otherwise commercially exploit the Feedback for any purpose without restriction or obligation.

11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

11.8 Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be exclusive of any other right or remedy, but shall be cumulative of such other rights and remedies.

11.9 Privacy. We collect certain data and information about you in connection with your access and use of the Bell Materials. We will use, store and otherwise process such data and information in accordance with our Privacy Policy, which is hereby incorporated into, and made a part of, this Agreement by reference.

11.10 Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof.

11.11 Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

11.12 Notices to Bell. Except as stated otherwise in this Agreement, you agree to send all notices to Bell, to: info@bellai.co.il

11.13 No Third Party Beneficiaries. Except as may be expressly provided otherwise in this Agreement, there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.

11.14 Export Compliance. You represent and warrant that: (a) you are not a resident of (and you will not use the Website in) a country that the U.S. or any other relevant government has embargoed for use of the Website; and (b) your country of residence and/or incorporation is the same as the country specified in the contact and/or billing address provided to us.

11.15 Force Majeure. Neither party shall be responsible for any failure to perform any obligation hereunder because of any act of God, fire, flood, earthquake, explosion, pandemic or epidemic, strikes, lockouts, invasion, war, terrorism, riot, or other similar cause beyond that party's reasonable control.

11.16 California Users. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916).

11.17 Subpoenas. Nothing in this Agreement prevents Bell from disclosing your information or data to the extent required by Law, subpoenas, or court orders.