Bello Dynamic SAAS Subscription Agreement
This SaaS Subscription Agreement (“Agreement”) entered into by and between Bello Dynamic, LLC (“Bello Dynamic”) and the entity or person identified (“Customer”) in the associated Order Form (“Order”) consists of the below terms and the terms of the associated Order Form, which are incorporated herein by reference. “Bello Dynamic”, “Company”, “we,” or “our” means Bello Dynamic, LLC. “Customer”, “member”, “you” or “your” means the person indicating acceptance of this Agreement.
These terms, as well as those incorporated from the referenced Order Form, Terms of Use, and Privacy Policy, contain important limitations on representations, warranties, conditions, remedies and liabilities that are applicable to the Company services, and your use thereof. Accordingly, you should read these terms carefully before using the services. Either by clicking a box indicating your acceptance or by executing an Order Form that references these terms, you agree to the terms hereof. If you are an agent or an employee of an entity, you hereby represent and warrant that (a) the individual accepting this Agreement is authorized to accept this Agreement on behalf of such entity and to bind such entity, and (b) such entity has full power, corporate or otherwise, to enter into this Agreement and perform its obligations hereunder. If you do not accept these terms, then do not use the Website, or any of its content, products, or services.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service technology platform services and other products (“Services”) from Bello Dynamic pursuant to any company ordering documents, online registration, order descriptions or order confirmations referencing this Agreement and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the date set forth in the applicable Order Form (the “Effective Date”) as well as any future purchases made by Customer that reference this Agreement. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”).
Modifications:
Bello Dynamic may modify this Agreement by providing notice to Customer, including by posting such updated version on the Service website(s).
Unless otherwise specified by Bello Dynamic, changes become effective for Customer upon renewal of Customer’s current Subscription Term or entry
into a new Order Form. Bello Dynamic will use reasonable efforts to notify Customer of the changes through communications via Customer’s account,
email or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s
acceptance of such updated version. If the Customer objects to such changes, then prior to the start of the next Subscription Term, the Customer
must notify Bello Dynamic of its desire to not renew the Agreement.
1.0. General Provisions of the Subscription Term.
Subject to the terms of this Agreement and during the Subscription Term specified in an applicable Order Form, Bello Dynamic will use commercially reasonable efforts to provide Customer with the Services requested in the applicable Order. As part of the registration process, Customer will identify an administrative user name and password for Customer’s account.
1.1. Trial Subscription.
If Customer registers for a trial or evaluation subscription to the Service (“Trial Subscription”), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen days or such other period as granted by Bello Dynamic (“Trial Period”). Trial Subscriptions are solely for Customer’s use to determine whether or not to purchase a subscription to the Services. Trial subscriptions may not include all functionality and features generally accessible as part of a purchased Subscription Term. If Customer does not enter into a non-trial Subscription Term, this Agreement and Customer’s right to access and use the trial Services will terminate at the end of the Trial Period. Bello Dynamic has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BELLO DYNMAIC WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO THE TRIAL SUBSCRIPTION.
1.2. Subscription Access.
During the Subscription Term, Bello Dynamic will provide the subscribed Service on a non-exclusive, non-sublicensable basis, in exchange for the Subscription Fees set forth in the customer Order. Customer’s use is subject to any usage metrics in the Order. The subscribed service will materially conform to the features and functionality stated in the customer Order.
1.3. Customer Responsibilities and Authorized Users.
1.3.1.
Customer will NOT (a) use the Service in excess of the scope of use expressly specified in an applicable Order Form; (b) rent, lease, sublease, sublicense, assign, transfer, or otherwise allow third party access (other than customer’s authorized users) to the Service; (c) copy, modify or create derivative works based on the Service or its documentation; (d) build any competitive product or service; (e) modify, reverse engineer, decompile or otherwise attempt to discover the source code of Bello Dynamic’s IPR; (f) use the Service in an unlawful manner; or (g) fail to abide by applicable local regulations regarding offering of the Service to Authorized Users.
1.3.2.
Customer’s use of the Service may also require establishing one or more account(s) on the Bello Dynamic or Konnexu platforms and acceptance of the Bello Dynamic Terms of Use and Privacy Practices for such accounts.
1.3.3.
Use of the platforms by Customer’s authorized users requires that such authorized users register on the platform and accept the Bello Dynamic Terms of Use and Privacy Practices. Customer’s Authorized Users means a person to whom access has been granted by Customer, including third parties such as service providers. Customer is responsible for all activity by their authorized users in connection with the Service, including compliance with the Agreement and Order. Bello Dynamic has no obligation to verify the identity of any of customer’s authorized users.
1.4. Scope of Use.
Customer understands that the Service is subject to the scope of use specified in the applicable Order Form. Customer agrees that it is solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature submitted by Customer, Authorized User, or otherwise used through its Account.
Customer agrees not to use or permit the use of the Service: (a) to communicate any message of material that is defamatory, harassing, libelous, threatening, or obscene, no adult pornographic content; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the Service or interfere in any way with the use or enjoyment of the Service by others; (d) to introduce any Malware or other malicious activity in Customers use of the Service; (e) in violation of any export law or regulation; or (f) in any way that constitutes or encourages conduct that could constitute a criminal offense.
1.5. Customer Equipment.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, modems, hardware, software, operating systems, and networking (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords, and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
1.6. Customer Warranties.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorney fees, in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services, including but not limited to content Customer uses in conjunction with the Services. Although Bello Dynamic has no obligation to monitor Customer’s use of the Service, Bello Dynamic may do so and may prohibit any use of the Service it believes may be in violation of the foregoing.
1.7. Reservation of Rights.
Bello Dynamic reserves the right to take steps reasonably necessary to protect the security, integrity or availability of the Service, notwithstanding anything to the contrary in the Agreement. For the purposes of this section, Bello Dynamic is entitled to monitor Customer’s use of the Service.
2.0. Data Protection and Security.
2.1. Customer Data and Data Protection Laws.
“Customer Data” means any electronic data, information or material provided or submitted by Customer or Authorized Users to or through the Service from Customer's systems for processing, and the outputs and modifications to that data obtained from such processing.
“Data Protection Laws” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States, applicable to the Processing of Personal Data under the Agreement as amended from time to time, including expressly the “GDPR” referring to the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the California Consumer Privacy Act ("CCPA”) of 2018.
2.2. Security.
Bello Dynamic will maintain reasonable administrative, physical and technical safeguards for the protection of the confidentiality, integrity and availability of the Service and Customer Data.
2.3. Customer Security.
Customer will maintain commercially reasonable security procedures for the transmission of Customer Data to the Service. Customer Data means any electronic data, information, or material provided or submitted by Customer or its Authorized User to or through the Service from Customer’s systems for processing, and the outputs and modifications to that data obtained from such processing.
Customer will notify Bello Dynamic immediately of any suspected security breach regarding transmissions to or from Bello Dynamic Services. If Customer does not comply with the foregoing restrictions or Order terms, Bello Dynamic may immediately suspend Customer’s access until compliance occurs.
To the extent that Customer is transferring Personal Data to Bello Dynamic, Customer warrants that it has obtained all the necessary consents, authorizations, rights and permissions to lawfully disclose the Personal Data to Bello Dynamic.
2.4. Personal Data.
Personal Data includes a person’s name, address, and telephone number. Bello Dynamic shall process Personal Data included in Customer Data (except as provided above) as a Data Processor on behalf of the Customer. Bello Dynamic shall not collect, sell or use such Personal Data except as necessary to perform the Service or as otherwise permitted by applicable laws and this Agreement.
2.5. Sensitive Personal Data.
To the extent that Bello Dynamic requires Personal Data to perform the Services, Customer will provide personal data only to the extent reasonably required and shall not provide Bello Dynamic with Sensitive Personal Data.
3.0. Intellectual Property & Ownership.
3.1. Customer Data.
As between Bello Dynamic and Customer, Customer owns all rights in Customer Data. Bello Dynamic may host, copy, process, transmit and display Customer Data as reasonably necessary to provide the Service to Customer or as otherwise provided in this Agreement.
Bello Dynamic shall have a perpetual, irrevocable, worldwide right to use any de-identified and aggregated data that arises from use of the Services by Customer, provided such data (i) is not identifiable to any person or entity (including Customer), except as otherwise instructed or consented to by Customer; and (ii) does not contain any of Customer’s Confidential Information or intellectual property.
3.2. SaaS Service.
The SaaS Service (and any modifications or derivatives thereto) and all Deliverables, are and shall remain the sole property of Bello Dynamic, including all IPR therein and thereto.
4.0. Billing & Payment.
4.1. Fees.
Customer will pay the applicable fees set forth in the Order (“Fees”), in the Order-stated currency. All Fees are non-cancelable and fees paid are non-refundable and due before SaaS Services are provided. Customer’s access to the SaaS Services will be immediately shut down if payment is late. Customer will reimburse Bello Dynamic for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts and re-connecting SaaS Service.
4.2. Disputes.
If Customer disputes the invoice accuracy in good faith, Customer shall (a) provide Bello Dynamic with notice and reasonable detail of the dispute before the invoice due date, and (b) pay the undisputed portion by the invoice due date.
4.3. Taxes.
All Fees are exclusive of all applicable taxes and/or other related items. Customer is responsible for payment of all such items.
4.4. Fee Changes.
Unless otherwise provided in an Order, Bello Dynamic reserves the right to change its fee structure at the end of a Subscription Term. If a subsequent subscription term is subject to a price increase over the previous term, Bello Dynamic shall provide advance notice of the price increase to Customer at least fourteen days before the increase takes effect.
5.0. Term & Termination.
5.1.
This Agreement will (a) apply to all Orders that reference this Agreement, (b) will continue for so long as there is a valid Order between the parties, and (c) each Order for Service will specify the Subscription Term of the Service.
5.2. Termination for material breach.
A party may terminate an Order (which will terminate subscriptions purchased thereunder) (a) upon the other party’s material breach of the Order that remains uncured for thirty (30) days after receiving a reasonably detailed written notice describing the breach. For material breaches relating to the customer responsibilities of section 1.3 (Customer Responsibilities), 1.4 (Scope of Use), 1.6. (Warranties) or section 9.0 (Confidentiality), no such cure period will be granted and termination will be immediate.
5.3. Data at Expiration or Termination.
At termination or expiration of this Agreement or Order, Bello Dynamic may immediately deactivate Customer’s account(s) and Service access under the applicable Order. Bello Dynamic will immediately delete or permanently obfuscate (render unreadable) the Customer Data associated with and identifiable to the Customer.
5.4. Effect of Termination & Survival.
Upon early termination of this Agreement by Customer under Section 5.2, these sections survive the termination: 1.3 (“Customer Responsibilities”), 3.0 (“Intellectual Property & Ownership”), 4 (“Billing & Payment”), 5 (“Term & Termination”), 6.0 (“Representations & Warranties”), 7.0 (“Indemnification”), 8.0 (“Limitation of Liability”), 9.0 (“Confidentiality”), and 11.0 (“General”).
6.0. Representations & Warranties.
6.1.
Each Party represents and warrants that it has (a) the power and authority to enter into this Agreement, and (b) that to the best of its knowledge the entry into this Agreement and the delivery and performance of it does not violate the terms of any other legally binding agreement, laws or regulations.
6.2.
Bello Dynamic warrants that the Service will perform substantially in accordance with the applicable Order throughout the Subscription Term, and that Bello Dynamic will not materially decrease the functionality of the Service.
If a breach of the foregoing warranty occurs, Customer shall provide Bello Dynamic with written notice of the specific way(s) in which the Service does not comply with the warranty. Upon receiving Customer’s written notice, Bello Dynamic shall use reasonable efforts to correct such breach.
Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to a modification of or defect in the Service that is made or caused by or on behalf of anyone other than Bello Dynamic.
The foregoing remedy is the sole and exclusive remedy for a breach of this Section.
6.3. Malicious Code.
Bello Dynamic shall take reasonable measures to prevent introduction of, and shall not knowingly or intentionally introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm (“Malicious Code”). Customer agrees to not knowingly or intentionally introduce Malicious Code in the Service. If the parties detect any such Malicious Code in the Service, or that any such Malicious Code has been sent from Customer’s systems to the Service, the parties will cooperate to eliminate such Malicious Code as promptly as reasonably practicable.
6.4. Customer Warranty.
Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of Personal Data included in Customer Data before submission of that Personal Data to the Service.
Customer remains solely responsible and liable for the Customer Data that is uploaded, stored, generated, or transmitted by Customer to Bello Dynamic as part of Customer’s use of the Service (“Content”) and for ensuring that the Content complies with this Agreement and with all regulatory and legal obligations applicable to the Content.
If any portion of the Content contains material that may be harmful to Bello Dynamic’s systems (e.g. a virus), then Bello Dynamic reserves the right to act without Customer’s consent or without prior notice to Customer to protect Bello Dynamic’s systems.
6.5. WARRANTY DISCLAIMERS OF BELLO DYNAMIC.
EXCEPT FOR WARRANTIES STATED IN THIS SECTION 6, NO OTHER REPRESENTATIONS AND WARRANTIES ARE MADE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT DATA OR TRANSMISSIONS WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. BELLO DYNAMIC IS NOT RESPONSIBLE FOR RISKS INHERENT IN THE USE OF THE INTERNET.
7.0. Indemnification.
7.1.
Bello Dynamic shall have no obligation or liability for any Claims: (a) to the extent caused by Customer’s or any Authorized User’s use of the Service other than as permitted under this Agreement; (b) to the extent caused by the combination of the Service with any products, services, hardware, data, content, or business processes not supplied by Bello Dynamic, to the extent the combination creates an infringement; or (c) to the extent caused by the alteration of the Service by anyone other than Bello Dynamic, or (d) to the extent caused by Bello Dynamic’s compliance with Customer’s specific instructions.
If Bello Dynamic becomes aware of a Claim or Bello Dynamic reasonably believes such a Claim will occur, Bello Dynamic will, at its sole option either: (i) obtain for Customer the right to continue use of the Service; or (ii) replace or modify the Service so that it is no longer allegedly infringing; or, (iii) if neither (i) nor (ii) is reasonably available to Bello Dynamic, terminate in good faith the SaaS Service. See Customer refund policy in Terms of Use, Section 2.6. Cancellation and Refund Policy
7.2.
Customer shall defend (at Bello Dynamic’s option) and indemnify Bello Dynamic and hold Bello Dynamic harmless, from and against any and all claims asserted by a third party against Bello Dynamic based on (a) allegations that use of Customer Data infringes the IPR or violates other legal rights of a third party; (b) Customer’s failure to obtain consents and permissions from data subjects for the Customer’s submission and processing of personal data in the SaaS Service; or (c) Customer’s breach of Section 1.3. Customer shall pay all damages, costs, expenses (including reasonable attorney’s fees and costs) awarded by a court against Bello Dynamic relating to the same.
7.3. Indemnity Process.
Each Party’s indemnification obligations are conditioned on the indemnified Party: (a)promptly giving written notice of the third party claims to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the third party claims; and (c) providing to the indemnifying party all available information and assistance resulting from the third party claims, including reasonable mitigation, at the indemnifying party’s request and expense.
The indemnified party may participate in the defense of the claims, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may settle any claim that includes a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought without that party’s prior written consent.
Neither party may admit liability for or consent to any judgment or concede or settle or compromise any third-party claims unless that admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of the third-party claim.
Nothing in this Section shall restrict or limit a party’s general obligation to mitigate losses they may suffer or incur as a result of an event that may give rise to a claim under indemnity. For clarity, a “third party claim” as used in this Section is not a claim brought by a Party to this Agreement or any of their affiliates.
7.4.
THE FOREGOING ARE THE DEFENDING/INDEMNIFYING PARTY’S SOLE OBLIGATIONS, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDIES WITH RESPECT TO INDEMNIFICATION AND THE MATTERS ADDRESSED IN THIS SECTION 7.
8.0. Limitation of Liability.
8.1. Monetary Damages Cap.
IN NO EVENT WILL EITHER PARTY’S (INCLUDING ITS SERVICE PROVIDERS) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID AND/OR DUE FROM CUSTOMER UNDER THE RESPECTIVE ORDER RELATING TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
8.2. Liability Exclusions.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, IMPLIED, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, OR USE) OR FORCE MAJEURE OCCURRENCE ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3. Limitations Fair and Reasonable.
EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF THOSE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.
8.4. Exceptions.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8 SHALL EXCLUDE OR LIMIT THE LIABILITY OF A PARTY FOR (a) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW (INCLUDING DEATH, BODILY INJURY, OR FRAUD), (b) CUSTOMER’S OBLIGATION TO PAY AMOUNTS DUE TO BELLO DYNAMIC UNDER THE AGREEMENT; OR (c) A CLAIM BY A PARTY (“CLAIMANT”) THAT THE OTHER PARTY MISAPPROPRIATED CLAIMANT’S IP.
9.0. Confidentiality.
9.1.
Customer and Bello Dynamic will maintain the confidentiality of Confidential Information as defined in section 9.2 below.
The receiving party (“Recipient”) of any Confidential Information of the other party (“Discloser”) agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement, except as otherwise stated.
The Recipient shall protect the secrecy of and prevent disclosure and unauthorized use of Discloser’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care.
The terms of this Confidentiality section shall survive termination or expiration of this Agreement for three (3) years thereafter.
Upon termination or expiration of this Agreement, the Recipient will, at the Discloser’s option, promptly return or destroy the Discloser’s Confidential Information. A party may disclose the other party’s Confidential Information to the extent required by any law or regulation.
9.2.
“Confidential Information” means any proprietary information received by Recipient during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including the Service and any non-public technical and business information (including pricing) of Discloser.
Confidential Information does not include information that:
(a) is or becomes generally known to the public through no fault of or breach of this Agreement by Recipient; (b) is rightfully known by Recipient at the time of disclosure without an obligation of confidentiality to Discloser; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) Recipient rightfully obtains from a third party without restriction on use or disclosure.
10.0. Compliance with Laws.
10.1.
Both Parties represent, warrant and covenant that they have not, and will not breach the bribery laws of the U.K., USA and other applicable jurisdictions relating to this Agreement, (“Bribery Laws”) by offering, giving, soliciting or accepting any bribe from any person, organization or company with the intent to coerce or induce the other party or an employee or agent of the other party to act improperly in the course of their duties. In the event that either Party is found guilty of failing to prevent an act of bribery, or makes, offers or solicits a bribe from the other Party, then that Party’s rights under this Agreement will be terminated immediately. Such termination will not affect Bello Dynamic’s rights and remedies surviving termination of this Agreement. Customer will promptly send Written Notice to Bello Dynamic if Customer becomes aware of any circumstances or incidents that breach the Bribery Laws.
10.2.
Each party shall comply with the economic or financial sanctions, export laws and trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by U.S. Office of Foreign Assets Control OFAC), the European Union or Her Majesty’s Treasury. Customer represents that neither it nor its affiliates or employees or service providers who Customer may allow to utilize the Service are located in, under the control of, or a national or resident of any country to which the United States has applied sanctions.
Bello Dynamic may block access to the Services from locations based on geographic indicators in a good faith effort to comply with export laws. Customer shall not allow use of the Service in violation of applicable anti-money laundering laws and regulations, including but not limited to the U.S. Money Laundering Control Act of 1986 and the U.K. Proceeds of Crime Act 2002.
11.0. General.
11.1. Notices.
All notices relating to a matter arising from a disputed interpretation of the Agreement or Order, must be sent by a Party to the other Party in English by express courier service, to the Company address: Bello Dynamic, LLC, 450 Century Parkway, Suite 250, Allen, Texas 75013, or as subsequently updated in writing (“Written Notice”). A Written Notice to Bello Dynamic, LLC, must include a copy by ticket to the help desk with the subject of "Attention Legal Department".
11.2. Assignment.
Neither Party may assign or otherwise transfer an Order or this Agreement.
11.3. Force Majeure.
If either Party is prevented from performing its obligations due to any cause beyond its reasonable control, e.g., war, riots, fire, earthquake, flood, hurricane, other natural disasters, interruption of internet services and technology provided or controlled by third parties and/or the public internet structure and acts of God, (collectively, “Force Majeure”), the affected Party’s performance will be suspended for the resulting period of delay or inability to perform. If such Force Majeure lasts for more than thirty (30) days, the non-affected party may terminate the affected Order.
11.4. Governing Law and Jurisdiction.
You agree that Bello Dynamic is operated in the United States and will be deemed to be solely based in Texas and a passive service for purposes of jurisdictional analysis. Any dispute arising out of or relating to your access to materials and information on, use of, and these terms and conditions will be governed and be interpreted pursuant to the laws of the State of Texas, United States of America (“USA”), without giving effect to any principles of conflicts of law unless superseded by Federal Law. Federal and state courts in the State of Texas USA shall have exclusive jurisdiction over all claims. By accessing or using this site, you consent and submit to the personal jurisdiction and venue of these courts.
11.5. Governing Law Outside of the United States of America.
Bello Dynamic expressly disclaims any representation or warranty that the sites, services, and products comply with all applicable laws and regulations outside of the United States. If you use the sites, services, and products outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the sites, services, or products.
11.6. Severability.
This Agreement, including the Privacy Policy, Terms of Use, and Forum Guidelines referenced herein, contains the entire agreement between you and Bello Dynamic. Failure of Bello Dynamic to enforce or exercise any section or provision of this Agreement shall not constitute a waiver of the section or provision. If any part of the terms and conditions of this Agreement is held unlawful, invalid, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
11.7. Headings.
The section headings of the Agreement are for convenience only and have no legal or contractual effect and will not be considered when interpreting these Terms.
11.8. Miscellaneous.
11.8.1.
This Agreement comprises the entire agreement between Customer and Bello Dynamic and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties for services governed by the terms of this Agreement. This Agreement will be construed as if drafted by both parties and will not be strictly construed against either party. Any preprinted, unsigned terms on any Customer ordering documents (such as purchase order) will have no effect on the Order. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of that right or provision unless the waiver is in writing signed by the waiving party. No modification of this Agreement will be effective unless in writing and signed by both parties. If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
11.8.2.
In the event of any conflicts between this Agreement, the following order-of-precedence applies: the Order, the Agreement, Terms of Use, Privacy Practices, Forum Rules.
11.8.3.
Bello Dynamic does not and shall not be deemed to provide tax or legal advice in providing the Service. Customer is solely responsible for any liabilities, penalties, or interest related, to the proper application of sales, use and value-added taxes to Customer transactions processed using the Service including, determination of Customer’s nexus to any jurisdiction and similar issues. Customer agrees that it will not rely solely on its use of the Service in complying with any laws and governmental regulations.
11.8.4.
No Agency. The Parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and Bello Dynamic as a result of this Agreement or use of the Service or products. Except as expressly provided in this Agreement, this Agreement does not give rise to any rights under the U.K. Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
11.8.5.
No action, regardless of form, arising from this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued, except that an action for non-payment may be brought at any time.
11.8.6.
This agreement shall be prepared and interpreted in the English language. Any translation of this Agreement into another language is for the purpose of convenience only. Any inconsistency arising due to a translation into another language or a difference of interpretation between two or more languages, will be resolved in favor of the English language version.
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