By executing the order form or other ordering document (“Order Form”) provided to you and your company (“Customer”) by Bella Health LLC (“Bella Health”), Customer agrees to be bound by the terms of this Agreement (“Agreement”).
1. License. Customer is hereby granted during the term of the customer services agreement a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) access and use the Bella Health mobile application (the “App”); (b) access and use the Customer-specific microsite for access to information submitted by End Users (the “Microsite”); (c) use any cloud services if and to the extent needed for access and use of the App and the Microsite (“Cloud Services”) (collectively, the App, Microsite, and Cloud Services shall be referred to as the “Hosted Services”); and (d) any software provided by Bella Health to access those Hosted Services.
2. Intellectual Property. Customer acknowledges and agrees that Bella Health shall retain all rights to the Hosted Services and all related software, including without limitation, any materials or code provided as part of any professional services, technologies, information, trade secrets, know how, intellectual property, information and data generated by Bella Health or Bella Health’s systems, whether pre-existing, or created after the provision of these terms to Customer (the “Terms”), including any modifications, enhancements and derivatives thereof (including, without limitation, metrics, data and information generated by the Hosted Services and software) (collectively, “Bella Health’s Intellectual Property”). Customer shall retain all rights to the intellectual property provided by Customer, including all of its rights to its technologies, trade secrets, know-how, and other intellectual property created by Customer, including without limitation any modifications, enhancements and derivatives thereof (but specifically excluding any of Bella Health’s Intellectual Property). No implied licenses are granted herein.
3. Term. This Agreement shall commence on the Effective Date and continue for so long as any Order Form is in place (the “Term”)
4. Termination. Either party may terminate this Agreement immediately upon written notice to the other party in the event such other party has committed a material breach of this Agreement that remains uncured thirty (30) days after initial written notice of such breach. In the event of Customer’s breach of Section 5, Bella Health may terminate this Agreement immediately upon notice to Customer.
5. Limitations. Customer agrees that it will not (i) modify, copy, decompile, disassemble or reverse engineer, or cause any other party to modify, copy, decompile, disassemble or reverse engineer, Bella Health’s App, software, technology, and/or other services (ii) sublicense any of Bella Health’s intellectual property to third parties or sell, resell, rent, sublicense or lease the Hosted Services to third parties (iii) use the Hosted Services to store or transmit malicious code, (iv) interfere with or disrupt the integrity or performance of the Hosted Services, Bella Health operations or third-party data contained therein either directly or using third party technology, (v) attempt to gain unauthorized access to the Hosted Services or their related systems or networks; (vi) alter, copy, move or delete any tags or code placed as part of the Hosted Services except upon termination of these Terms; or (vii) misappropriate any of Bella Health’s software, technology and/or other services or use the Hosted Services to create competing products or services or enable a third party to do any of the foregoing; or (viii) otherwise violate the license grant or restrictions set forth in the Customer Services Agreement.
6. Confidentiality. Customer will maintain the confidentiality of all information of a proprietary and confidential nature relating to the Hosted Services. Customer acknowledges and agrees that Bella Health and Customer may share information pertaining to the use of the Hosted Services by Customer and Bella Health may have access to Customer’s end-user data.
7. Data Privacy and Compliance Obligations.
a. Customer shall (i) as required by applicable law or regulation, provide notice to its visitors, employees, contractors, and agents regarding how data will be used and shared with Bella Health and its downstream processors; (ii) obtain and maintain valid consent as may be required by applicable law related to the Hosted Services in compliance with any laws applicable to the Hosted Services, including but not limited to the California Consumer Protection Act (“CCPA”), the General Data Protection Regulation (“GDPR”), the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and state employment and privacy laws; (iii) obtain and maintain valid consent for Bella Health to process Customer’s visitor, employees, agents, and contractors’ data, including as required for use of Bella Health’s technology (including without limitation with Bella Health’s monitoring features, cookies, pixel tags, and cookies or similar technologies in the Hosted Services to enable Bella Health to compile metrics and analytics to improve the Hosted Services); (iv) use the Hosted Services in compliance with Applicable Law; and (v) comply with all requirements related to use of SMS or other messaging functionality, including, but not limited to, obtaining and maintaining valid consumer consent to send and receive messages.
b. Compliance with Hosted Services. Customer acknowledges that the Data Protection Agreement available at https://www.bella.health/data-protection-agreement (the “DPA”) will govern the relationship formed hereby and in the event of any conflict between such DPA and these Terms, such DPA will govern. Customer authorizes Bella Health to enter into data protection agreements with downstream processors on Customer’s behalf.
c. Customer agrees that it will use the Hosted Services in compliance with Applicable Law and acknowledges that Customer shall be and will remain responsible for compliance with any and all laws and regulations applicable to Customer’s operations, including any workplace safety laws or regulations. Customer agrees that Bella Health is not responsible for and disclaims any and all liability related to Customer’s obligations set forth in this Section 5 and for Customer’s compliance with, and for any of Customer’s users of the App alleging a violation of, any and all applicable employment and labor laws, including but not limited to the The Americans with Disabilities Act of 1990 (the “ADA”).
d. As used herein, the term “Applicable Law” means all laws, rules, regulations, treaties (and similar governmental obligations), including local, national and multinational, that are applicable to the party as the context requires.
9. Disclaimer. To the fullest extent permissible under applicable law, Bella Health disclaims all representations and warranties, expressed or implied, concerning or related to this Agreement including but not limited to any express or implied warranty of merchantability or fitness for a particular purpose. Customer understands that the Hosted Services, including, without limitation the App, are intended to be utilized as a complimentary element to, and not a replacement for, Customer’s workforce safety program. In no event shall either party be liable for any indirect, incidental, consequential or punitive damages, or for any damages for lost profits, loss of use, loss of business, loss of revenue, or loss of data, arising out of or in relation to this agreement or the Hosted Services. Neither party shall be liable for any acts or omissions of third parties not under its control. Bella Health shall not be liable for any third party services, code, technology, applications, policies, procedures, or products. In no event shall either party be liable for any cause or claim whatsoever arising out of or related to this agreement in excess of the amounts Bella Health has been paid hereunder during the twelve (12) month period immediately preceding the date on which the cause of action arose. In the event that applicable law does not allow the limitation of liability as set forth above, this limitation will be deemed modified solely to the extent necessary to comply with applicable law. The foregoing limitations and exclusions will apply regardless of whether the cause of action arises in contract, in tort or otherwise and notwithstanding the failure of the essential purpose of any remedy or negligence.
10. Third Party Offerings. If plug in or add-on third party services or applications become available that integrate or interoperate with the Hosted Services (“Third Party Offering(s)”), and if Customer elects to utilize such Third Party Offering, Customer authorizes sharing data with third-party providers that enable the integration and acknowledges that Customer’s agreement with the third-party provider governs the third party’s use of Customer’s Confidential Information.
11. Support. Bella Health will comply with the Premium Support Terms set forth in Annex A for technical support issues relating to the App.
12. Uptime Commitment. Bella Health will target for the App to be available 24 hours a day, 7 days a week and 365 days per year with an average monthly uptime of 99.95% (“Uptime”). Any unavailability due to interruptions caused by (a) scheduled maintenance or (b) force majeure, emergency maintenance necessitated by the actions of third parties, or by events outside the reasonable control of Bella Health (e.g. general Internet disruption) shall not be included in the Uptime calculation.
13. Notices. Notices pursuant to this Agreement shall be sent to Bella Health LLC Attn: General Counsel, 530 7th Avenue, Floor M1, New York, NY 10018.
14. Miscellaneous. This Agreement contains the entire agreement of the parties, and supersedes any and all previous agreements related to the Hosted Services. Any amendment must be signed by each of the parties hereto. The parties are independent contractors and neither this Agreement nor its performance shall create any partnership, joint venture, employment or other relationship between the parties. Bella Health has the right to modify its product offering at any time through notice to Customer at its sole discretion. Bella Health may, in its discretion, leverage third parties to assist Bella Health in its administration, management, and optimization of the Hosted Services. Neither party has the right, power or authority (whether expressed or implied) to enter into or assume any duty or obligation on behalf of the other party. No party’s failure to exercise or enforce any rights hereunder shall act as a waiver of such rights. This Agreement may not be assigned without Bella Health’s prior written consent, not to be unreasonably withheld. If any provision of this Agreement is held invalid or unenforceable, the other provisions will remain in full force and the applicable provision shall be interpreted so as to render it enforceable. Customer acknowledges that the Hosted Services contain features to monitor user behavior and will provide notice of such monitoring behavior in accordance with Customer’s obligations herein. This Agreement shall be governed in all respects, including validity, interpretation and effect, by a) if Customer’s billing address is located in the United States or Canada, the laws of the State of New York and exclusive venue shall be in the courts of the State of New York; or b) if Customer's billing address is located in Europe, the Middle East, Africa, Central America or South America, by the laws of England and Wales and exclusive venue shall be laid in the courts of England and Wales, or c) if Customer’s billing address is located in Australia or Asia (excluding the Middle East) by the laws of the state of Victoria, Australia and exclusive venue shall be in the courts of Victoria. Sections 2, 5-7, 9 and 14 shall survive the termination of this Agreement.
Premium Support Terms
Introduction. The Bella Health Support Policy (this “Policy”) is designed to provide assistance with maximizing the value of your Bella Health products. Bella Health Customer Support provides coverage between the hours of 9am and 5pm EST Monday through Friday. This document outlines Bella Health support features and processes, and procedures for engaging with the Bella Health Customer Support team. This policy does not cover third party services, products or technology, which are subject to the support commitments offered by the applicable third party provider.
Customer Support Channel: Channels customers can use to engage with Bella Health Customer Support, including a chat interface, as further defined in this Policy.
DOS/DDOS attack: A Distributed Denial of Service Attack is a malicious attempt to make a server or a network resource unavailable to users, usually by temporarily interrupting or suspending the services of a host connected to the Internet.
Network Operations Center (NOC): The team that monitors our networks and provides alerts about service interruptions. NOC is responsible for updating Bella Health Support should any of the above events occur.
Resolution: An issue is considered resolved when the customer’s service needs have been met.
Scope of Support. Bella Health will deliver customer support via its global support team, subject matter experts and certified third party partners for optimal response times and technical expertise. Bella Health’s Support is provided to help you resolve issues that arise when using Bella Health products. During the troubleshooting and resolution process, customers are expected to fulfill reasonable tasks, based on the recommendations of the Bella Health Customer Support team.
The following items are generally not supported:
Engagement Channels. Bella Health Support provides chat support Monday through Friday between the hours of 9am and 5pm EST.
Severity Definitions and Service Levels. Each issue that is identified by the Network Operations Center or reported by customers to Bella Health is assigned a severity level and is tracked according to the following service levels.
Service Related Updates
Bella Health maintains an emergency contact distribution list for communicating special notifications (such as daylight savings time updates, etc.). Communications regarding these special notifications are provided via email to the customer’s emergency contacts. The customer is required to submit contact information, including an email, of a designated emergency contact, in order to receive such special notifications from Bella Health or Bella Health.
The following is a description of Bella HealthBella Health’s maintenance activities.
Sunday from 3 a.m. to 7 a.m. ET
Unscheduled Maintenance. On rare occasions, it may be necessary to conduct emergency or unscheduled maintenance activities. In these cases, we will give as much advance notice as possible through the emergency contact distribution list provided by the customer.