This Agreement (the “Agreement”) is a legal agreement between You (an entity or person) (“You”) and Bellgram, Inc., a Delaware corporation (“Bellgram”), that governs Your limited, nonexclusive, terminable right to use the Bellgram website and related services (“Site”), the servers the Site is stored on, the computer files stored on that server (collectively, the “Service”).
By clicking on the “Accept” button, or otherwise using the Service, You agree to be bound by the terms of this Agreement.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT CLICK ACCEPT AND CANNOT
USE THE SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.Bellgram may amend this Agreement from timetotime. All amended terms automatically take effect on the sooner of a) the day You use the Service or b) 10 days after they are initially posted on the Site.
Your use of the Site following the effective date of any modifications to this agreement will constitute Your acceptance of the Agreement, as modified. You agree that notice on the Site of modifications is adequate notice.
You warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement.
You are allowed to invite two types of user accounts to Your Bellgram Service
- “User” means an employee, consultant or contractor who is authorized by You to use Your Bellgram account
- “Administrator” means a person authorized to act on behalf of You, who is responsible for the administration and management of Your Bellgram account.
“Users” and “Administrators” must comply with specific obligations, which are set forth specifically when necessary in the Sections below
1. Services Offered by Bellgram
Bellgram provides users the ability to make, receive and forward voice calls using a phone number provided by Bellgram (the “Bellgram Phone Number”) and/or an Application
Bellgram is not a “dialtone” provider and is not a replacement for any phone lines, whether wired, wireless or Internet based. The Bellgram Service allows You to place outgoing calls (national and international) but selected numbers and services may not be reachable through the Bellgram Service and Bellgram does not guarantee that all numbers available worldwide can be called from the Bellgram Service. In particular, the Bellgram Service does not support any emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any type of emergency services of any kind, which need to be performed from Your local phone service provider. It is Your responsibility to inform Your Users that it is not possible to support or carry emergency calls using the Bellgram Service.
PLEASE NOTE THAT BELLGRAM DOES NOT SUPPORT ANY EMERGENCY CALLS. THESE
CALLS SHOULD BE PERFORMED FROM YOUR LOCAL PHONE SERVICE PROVIDER (FIXED
OR MOBILE) IN CASE OF NECESSITY
Because the Bellgram Service relies on Your thirdparty telephone service, any limitations in that service will also limit the manner in which You can use the Bellgram Service.
2. Quality and maintenance
Bellgram will use reasonable endeavors to provide the Bellgram Service with minimum disruptions. However, Bellgram cannot guarantee that the Service will always function without disruptions, delay or other imperfections. Since the Bellgram Service will be transmitted through public internet lines and the public switched telephone network, there may be power outages or internet service disruption and You may experience some disruptions e.g. packet loss and delay which will interfere with the quality of Your communications.
Bellgram may change technical features in order to keep pace with the latest demands and technological developments or to comply with any Applicable Laws. Bellgram may also have to repair, improve, and/or upgrade the Bellgram Service and this may require us to restrict, limit, suspend, interfere and/or interrupt the Service at any time in our sole discretion.
3. Limited License
Bellgram grants You a limited, revocable, nonexclusive, nontransferable license to use the Service for Your own individual, enterprise, and limited commercial use subject to the other terms of this Agreement.●You agree not to resell the Service.
- You may not modify, reverse engineer, decompile or disassemble any part of the Service.
- You may not copy, adapt, alter, modify, translate, or create derivative works of the Service without written authorization of Bellgram.
- You may not use the Service for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, obscene or that infringes the rights or intellectual property of others.
- You may not permit other individuals to use the Service, including but not limited to shared use via a network connection, except under the terms of this Agreement.
- You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service.
- You may not circumvent or disable any technological features or measures in the Service for protection of intellectual property rights.
- You may not use the Service in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright law any jurisdiction.
Any such forbidden use shall immediately terminate Your license to the Service.
4. Use of Bellgram
You will not use the Bellgram Services iN any illegal, abusive, interfering or otherwise unacceptable or inappropriate manner, including:
- to violate any law, regulation or other published policy;
- to violate or infringe on intellectual property, privacy, or rights of another;
- to violate any agreement, rules or policies that govern the use of Your mobile device;
- to transmit any content that is illegal, abusive, harassing, racist, hateful, or in our sole discretion objectionable;
- to transmit sexually explicit, pornographic, obscene, or other content which in our sole discretion we find objectionable;
- to sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any Bellgram account;
- to stalk, harass, or harm another individual; or
- to impersonate another, misrepresent or falsely identify Yourself.
- to violate any applicable third party policies or requirements that Bellgram has communicated to You.
- to engage in fraudulent activity with respect to third parties or otherwise using Your account to bypass phone identification systems
- to engage in spamming or other unsolicited advertising, marketing or other activities in connection with any unsolicited or harassing messages (
commercial or otherwise) including but not limited to unsolicited or unwanted phone calls or voice mails
You and Your Administrators may appoint additional Administrators of Your Bellgram account, and each Administrator shall be required to accept and agree to this Agreement. You shall procure that all Administrators read, agree to and comply with this Agreement and You shall be responsible for any breach of the Terms by such Administrator(s).
5. Bellgram Phone Numbers
Provision of Bellgram Numbers is subject to applicable numbering rules and regulatory practices, which may change or be amended from time to time. Bellgram reserves the right to change the terms related to Bellgram Numbers accordingly, including without limitation to impose or amend local residency requirements and/or to require the provision of further user information for continued access to defined Bellgram Numbers.
You may purchase and allocate Bellgram Numbers to your Account subject to compliance with the allocation requirements displayed upon subscription to the Bellgram Numbers. In
particular, You are responsible for compliance with any requirements related to the residence and/or the location of Your Company.
You are responsible for notifying any applicable terms of service to Administrators and Users who are allocated the Bellgram Number, and for ensuring that the Administrators and Users comply with such terms. Bellgram reserves the right to cancel the subscribed Bellgram Numbers in case of breach by You, Your Administrators or Users of the applicable terms of service, including the allocation requirements, without compensation.
You shall inform each User that You and Your Administrators may obtain and use their personal and traffic data on the Bellgram numbers they are assigned to. You acknowledge and agree that You shall process (and shall ensure that Your Administrators shall process) such personal data in accordance with all applicable data protection laws. You represent and warrant to keep all such personal and traffic data confidential and use and protect it strictly in compliance with applicable data protection laws.
Under no circumstances shall You send (or allow Your Administrators and/or Users to send) unsolicited commercial communications. You shall not (and You shall ensure that Your Administrators and/or Users shall not) send or procure the sending of any communications, including email messages on behalf of, or purporting to originate on behalf of, Bellgram.
6. Pricing and Billing
Bellgram will not charge You to use its Services during a free trial period. At the end of this trial period or whenever you wish to obtain additional services (e.g. phone numbers or communication minutes) not included in the free trial, You are required to sign up for a paid plan, which requires You to affirmatively select a plan and pay by entering Your credit card information.
You authorize Bellgram to charge and/or place a hold on Your credit card with respect to any unpaid charges related to the Services. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and You agree that Your acceptance of this Agreement is authorization to the issuer of the credit card to pay all such amounts.
You authorize Bellgram and/or any other company acting as billing agent for Bellgram to charge Your credit card on a recurring monthly basis on the monthly anniversary of Your initial registration for a paid Bellgram plan and to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Your credit card until such amounts are paid in full.
You will provide Bellgram with updated credit card information upon Bellgram’s request and any time the information You previously provided is no longer valid. You are solely responsible for maintaining and updating the credit card information. Bellgram is not liable for any nonsufficient funds or other charges incurred by You as a result of such attempts to charge, and/or place holds on, Your credit card. If You mistakenly provide a debit card number, instead of a credit card number, You authorize all charges described herein to be applied to such debit card unless and until You provide a credit card number.For paid plans, usage and monthly fees will be charged directly to the credit card You provide to us as specified in our pricing plans found at http://www.bellgram.com/pricing. Except as provided below, monthly services and certain other charges are billed and charged one month in advance, and there is no proration of such charges if service is terminated on other than the last day of Your billing cycle. You agree to pay for all Bellgram Services.
AIRTIME AND OTHER MEASURED USAGE (“CHARGEABLE TIME”) IS BILLED IN
FULLMINUTE INCREMENTS, AND ACTUAL AIRTIME AND USAGE ARE ROUNDED UP TO
THE NEXT FULLMINUTE INCREMENT AT THE END OF EACH CALL FOR BILLING
PURPOSES. IF PAY PER MINUTE BILLING APPLIES WITHIN YOUR PLAN, WE CHARGE A
FULL MINUTE OF AIRTIME USAGE FOR EVERY FRACTION OF THE LAST MINUTE OF
AIRTIME USED ON EACH CALL.
Chargeable Time begins for outgoing calls when a connection to the number You are trying to reach is established and recorded in our system and for incoming calls when a signal connection from the caller is established with our facilities. Chargeable Time ends after the call has ended, either by You, the person You are speaking with or due to a technical malfunction, but not until Your wireless telephone’s signal of call disconnect is received by us and the call disconnect signal has been confirmed.
All outgoing calls for which we receive answer supervision including ring time, shall incur a minimum of one minute airtime charge. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voicemail systems, private branch exchanges, and interexchange switching equipment. Chargeable Time may include time for us to recognize that only one party has disconnected from the call, time to clear the channels in use, and ring time. Chargeable Time may also occur from other uses of
our facilities, including by way of example, voicemail deposits and retrievals, and call transfers.
You also remain responsible for paying Your monthly Service fee if Your Service is suspended for nonpayment.
You agree that for amounts not paid by the due date, we may charge, as a part of its rates and charges, and You agree to pay, a late payment fee of 10% or the maximum allowed by law. In the event You fail to pay billed charges when due and it becomes necessary for us to refer Your account(s) to a third party for collection, we will charge a collection fee at the maximum percentage permitted by applicable law, but not to exceed 18% to cover our internal collectionrelated costs.
Using Bellgram will not incur charges to Your personal voice plan (cellular or otherwise) unless You redirect calls to a mobile located in a foreign country. In that case, Your operator will charge its standard rates for roaming on incoming calls.
If You use the Bellgram Service from a device using mobile data connection (ex. 3G or 4G), incoming and outgoing calls will use a part of the data allowance of Your personal data plan. If You use a mobile data connection outside of Your home country, Your operator may charge You roaming fees.
7. Fair Use Policy
Bellgram may offer currently or in the future plans on an “unlimited” use and/or “unlimited minutes” basis. All unlimited plans:
- May only be used for normal business use,
- Are provided only for live dialog between two individuals
- May not be used for any of the following prohibited use:
- Trunking or forwarding your Bellgram number to another phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system
○Autodialing or “predictive” dialing (i.e., nonmanual dialing or using a software program or other means to continuously dial or place outbound calls).
In addition, Bellgram is not recommended for massive bulk callin lines (e.g., customer support or sales call centers handling over hundreds of simultaneous calls, sportsline numbers, etc.)Bellgram sets no limit to the number of calls received through the Bellgram app.
Bellgram reserves the right upon prior notice to disconnect or suspend your Service if Bellgram determines that your use of the Service violates any point of the Fair Use Policy above.
8. Proprietary Rights
All right, title and interest in the Service and any content contained herein is the exclusive property of Bellgram, except as otherwise stated. Unless otherwise specified, this Service is for Your personal and limited commercial use only and You may print, copy and download any information or portion of the Site for Your personal use only. If You copy or download any information or software from this Site, You agree that You will not remove or obscure any copyright or other notices or legends contained in any such information. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products or services obtained from the Service, except for the purposes expressly provided herein, without Bellgram’s prior written approval. All trademarks, trade names, service marks and logos are proprietary to Bellgram. Your use of any marks on the Site in any manner other than as authorized in these Terms and Conditions, or as authorized in writing by Bellgram, is strictly prohibited.
9. Content License
You grant Bellgram a nonexclusive, worldwide, perpetual, irrevocable, royaltyfree, sublicensable (through multiple tiers) right to exercise any and all rights that You have as the copyright owner in any content or feedback that You provided to us.
The materials on Bellgram’s web site are provided “as is”. Bellgram makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or noninfringement of intellectual property or other violation of rights. Further, Bellgram does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site. Since the Bellgram Service is dependent on the IP network, the availability of an adequate power supply, and correct equipment configuration, we do not guarantee that any portion of the Service will be continuous or errorfree. You also acknowledge and understand that we cannot guarantee that IP based communications are completely secure. Therefore, the Bellgram Service should not be used with any thirdparty services or devices such as monitored burglar alarms, monitored fire alarms, and/or medical monitoring systems or devices.
In no event shall Bellgram or its suppliers be liable for any consequential, indirect, special, punitive or similar damages, including loss of data or profit, or business interruption, arising out of the use of, or inability to use, the Service, even if Bellgram or an Bellgram authorized representative has been notified orally or in writing of the possibility of such damage.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF BELLGRAM OR ITS OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES,
ATTORNEYS, AND BUSINESS PARTNERS TO ANY PARTY, REGARDLESS OF THE TYPE OF
ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $100. Any cause of action You may have with respect to Your use of the Site and service provided by the Site must be commenced within one (1) year after the claim or cause of action arises. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to You.
The materials appearing on Bellgram’s Site may include technical, typographical, or photographic errors. Bellgram does not warrant that any of the materials on its Site are
accurate, complete, or current. Bellgram may make changes to the materials contained on its Site at any time without notice. Bellgram however, makes no commitment of any kind to update the materials.
13. Assumption of Risk
You use the Internet solely at Your own risk and subject to all applicable local, state, national, and international laws and regulations. While Bellgram has endeavored to create a secure and reliable Service, please be advised that the confidentiality of any communication or material transmitted to/from a Service over the Internet cannot be guaranteed. Accordingly, Bellgram is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Bellgram shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Service. Any material downloaded or otherwise obtained through the use of the Service is done at Your own discretion and risk. You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.
14. Your Responsibility to Protect Data and Password
It is Your responsibility to protect Your personal data and maintain the confidentiality of Your user information and password. You are also responsible for immediately notifying Bellgram
of any unauthorized use of Your account, or breach of Your account information or password. Bellgram will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by law, You shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney’s fees for Your failure to safeguard user and password information and/or promptly notify Bellgram about unauthorized use of Your account or breach of Your account information or password.
The Site may include links to certain website, materials, or content developed by third parties. Bellgram has not reviewed all of the sites linked to its Internet Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Bellgram of the Site. Use of any such linked website is at Your own risk. Bellgram reserves the right in its sole and absolute discretion to discontinue links to any other sites at any time and for any reason.
16. Enforcing Security
Actual or attempted unauthorized use of any of the Site may result in criminal and/or civil prosecution. For Your protection, we reserve the right to view, monitor, and record activity on the Site without notice or further permission from You, to the fullest extent permitted by
applicable law. This right extends to our review of message content and details pertaining to claimed violations of our Spam Policy. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site.
17. Compliance with Laws
You will use the Bellgram Service in full compliance with all applicable laws and regulations with regard to Your use of the Service including, without limitation, US federal laws, individual state laws, international laws and all other laws and regulations concerning privacy, telemarketing, Internet marketing and the transmission of electronic communications. You will not use the Service in violation of any service agreement that You have with a thirdparty telecommunications provider. If necessary and in accordance with applicable law, Bellgram will cooperate with local, state, federal, and/or international government authorities to protect its Site, Materials, Content, Services, Accounts, visitors, customers, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders and agents and operational providers, from the unauthorized use of its Site, Materials, Content, Services and Accounts.
18. IndemnityYou will indemnify and hold Bellgram, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your breach of this Agreement, Your violation of any law, or the rights of a third party.
19. Termination of License
Bellgram may terminate Your right to use the Service with or without cause at any time, including when we feel that You are taking advantage of unlimited call redirection offered under a paid plan. We would consider “taking advantage” to be the breach of any point of Bellgram’s Fair Use Policy set above. You may also terminate this Agreement at any time directly from Your Bellgram account. Termination of this Agreement becomes effective at the end of the ongoing billing cycle.
Your obligation to pay accrued charges and fees shall survive any termination of this Agreement. In the event of any termination of this Agreement, the limitations on Your use of the Service as set forth in the Section Pricing & Billing shall survive such termination, and You agree to be bound by those terms.
20. Governing Law
Any claim relating to Bellgram’s site shall be governed by the laws of the state of Massachusetts without regard to its conflict of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be in an appropriate state or federal court located in the county of San Mateo, state of California and the parties unconditionally waive their respective rights to a jury trial. If for any reason a court of competent jurisdiction finds any provision of this agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this agreement, and the remainder of this agreement shall continue in full force and effect. A printed version of this agreement shall be admissible in judicial or administrative proceedings.
21. Waiver of Jury Trial
Each of the parties waives its rights to a trial by jury of all claims or causes of action (including counterclaims) related to or arising out of this agreement brought by either party against the other. This waiver will apply to any subsequent amendments of or modifications to this agreement.
22. No Class Actions
All claims between the parties related to this Agreement will be litigated individually and You will not consolidate or seek class treatment for any claim with respect to the Services.
23. Waiver of Compliance of this Agreement
Even if we do not require strict compliance with the Agreement in each instance, You will be obligated to comply with the Agreement. Our failure to enforce, at any time, any of the provisions, conditions or requirements of the Agreement, or the failure to require, at any time, performance by You of any of the provisions of the Agreement, will in no way waive Your obligation to comply with any of the provisions of the Agreement or our ability to enforce each and every such provision as written.
Any and all waivers by Bellgram of any provision, condition or requirement of the Agreement will only be effective against Bellgram if it is in writing and signed by an authorized officer of Bellgram, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
24. Assignment and Delegation
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to You. We may also substitute, by way of unilateral novation, effective upon notice to You, Bellgram, Inc. for any third party that assumes our rights and obligations under this Agreement.
25. No Injunctive Relief
In no event shall You seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.
26. Contacting Users
By using Bellgram Services, You agree that we may contact You, or Your Users, via voice call, text message or other electronic medium. In the event that any information You have provided to Bellgram changes, including but not limited to, email or address, You agree to promptly update Your information.