“Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities (but only for as long as such entity meets these requirements).
“Change Order” means any written or electronic modification to a Work Order approved by the parties, including modifications accepted through email, platform workflow, upgraded subscription selections, revised pricing selections, implementation approvals, account configuration changes, or other electronic acceptance mechanisms authorized by Bella.
“Content” means content, data, and information including underlying software components, algorithms, models, workflows, system prompts, and configurations, owned by Bella or any of its licensors that is provided or made available by Bella through use of the Platform or as part of or in connection with Bella’s provision of Services. Content does not include Customer Data.
“Customer Data” means the electronic data and information knowingly and intentionally input into the Platform by or on behalf of Customer. Customer Data does not include Usage Data or Aggregated Data, system-generated metadata, logs, analytics, derived data, or Outputs generated by the Platform.
“Documentation” means any manuals, instructions, or other documents or materials that Bella makes available to Customer in any form or medium and which describe the functionality, features, or requirements of the Platform or Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
“Electronic Acceptance” means Customer’s acceptance of this Agreement or any Work Order by electronic means, including through online checkout, Stripe subscription flow, clicking an acceptance button or checkbox, accessing or using the Services following presentation of this Agreement, electronic signature, or any other commercially reasonable electronic acceptance mechanism implemented by Bella.
“Implementation Services” means Bella’s standard migration, implementation, and set-up services for the Platform.
“Platform” means Bella’s proprietary software-as-a-service platform utilized by Bella to provide the Software to Customer. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for Customer and its Users to connect to and obtain access to the Platform or to utilize the Services.
“School Official” has the definition as set forth in 34 CFR § 99.31(a)(1)(i)(B).
“Services” means, collectively, Implementation Services, Software, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Bella under this Agreement.
“Software” means Bella’s proprietary software-as-a-service offering, as set forth in the applicable Work Order and made available through remote access by Bella to Customer and Users as part of the Platform. This includes the tiered AI functionality—such as AI Assistant, AI Manager, and AI Executive—each providing progressively advanced capabilities.
“Support Services” means the technical support and Software maintenance services set forth in the applicable Work Order.
“Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform. Usage Data does not include Customer Confidential Information.
“Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.
“Work Order” means any written or electronic ordering document, online order form, subscription plan selection, pricing schedule, checkout confirmation, Stripe subscription flow, proposal, statement of work, implementation schedule, or other ordering mechanism approved or made available by Bella that identifies the applicable Services, subscription tier, pricing, billing cycle, usage limits, implementation services, or related commercial terms. Each Work Order is incorporated into and governed by this Agreement.
Provision of Services. Subject to the terms and conditions of this Agreement, Bella shall provide the Services to Customer and its Users on an access and availability basis.
Electronic Acceptance; Authority. Customer acknowledges and agrees that this Agreement and any Work Order may be accepted electronically and that such electronic acceptance shall constitute a legally binding agreement between Customer and Bella. Customer represents and warrants that any individual accepting this Agreement or any Work Order on behalf of Customer has full legal authority to bind Customer to this Agreement. Customer further agrees that electronic signatures, electronic records, and electronic acceptance shall have the same legal force and effect as manually executed signatures under applicable laws.
Cooperation. Customer shall provide Bella with Customer Data, access, and personnel resources that Bella reasonably requests to provide the Services.
Resources. Customer is solely responsible for, at its own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for its Users to connect to and access the Platform, and Bella shall have no responsibility or liability for any failure or degradation of the Services arising from such Customer-controlled systems or environments.
Change Orders. If either party requires a material change to a Work Order, the requesting party shall submit a proposed Change Order for approval, specifying the requested change. No Change Order will be effective unless approved through a written or electronic acceptance process authorized by the parties, including email approval, platform workflow, subscription modification flow, or other commercially reasonable electronic acceptance mechanism
Access Rights; Customer’s Use of the Platform. Subject to the terms and conditions of this Agreement, Bella hereby grants to Customer, during the Term (as defined below), a limited, non-exclusive, non-transferable (except as permitted by Section 13.d), non-sublicensable right to access and use the Platform solely for Customer’s internal business purposes and not as a substitute for professional, regulatory, or compliance decision-making, in accordance with the Documentation and the terms and conditions of this Agreement. Bella and its licensors reserve all rights in and to the Platform and the Services not expressly granted to Customer under this Agreement.
Restrictions on Use. Customer shall not (a) reproduce, display, download, modify, create derivative works of, or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer; (c) permit any party, other than the then-currently authorized Users to independently access the Platform; (d) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including without limitation, for example, viruses, worms, time bombs and Trojan horses; (f) use the Platform, Outputs, or any AI-enabled functionality to develop, train, fine-tune, or benchmark competing products or services. Bella may, at its sole discretion and upon notice to Customer, impose reasonable limits on the Services, including, but not limited to, limiting the number of concurrent AI agents enabled within the Customer’s node to reduce technical risk and ensure Platform performance for all users.
Trial Services. Bella may make certain Services available to Customer and its Users on a trial basis (the “Trial Services”). Trial Services will be identified as such on the applicable Work Order. Notwithstanding any provision to the contrary, if Customer is accessing and using the Trial Services, this Section 3.c applies with respect to the Trial Services and takes precedence over any inconsistent or conflicting terms. Subject to the terms and conditions of this Agreement, Bella grants to Customer, during the Trial Services Period (as defined below), a non-exclusive, non-transferable, non-sublicensable right to access and use the Trial Services solely for Customer’s internal business purpose of evaluating the Trial Services, in order to assess whether to enter into a paid subscription for continued access and use, and subject to any limitations specified in the applicable Work Order. Customer may elect to purchase a full right to access and use the Trial Services by notifying Bella prior to the expiration of the Trial Services Period and paying the applicable Fees (as defined below) for full access to and use of the Platform in accordance with this Agreement. “Trial Services Period” means the period beginning when Customer first orders the Trial Services until the earlier of: (a) the date specified in the applicable Work Order for the end of the Trial Services period; (b) the start date for any purchased Services ordered by Customer; and (c) Customer provides Bella with seven (7) days prior written notice of termination of the Trial Services, which either party may provide at any time in its sole discretion. During the Trial Services Period, Bella may discontinue, suspend, or remove access to the Trial Services at any time in Bella’s sole discretion. Fees for any Trial Services will be set forth on the applicable Work Order. CUSTOMER ACKNOWLEDGES THAT THE TRIAL SERVICES MAY NOT INCLUDE OR ALLOW ACCESS TO ALL FEATURES AND FUNCTIONALITY AVAILABLE TO PAYING CUSTOMERS.
Price. Customer shall pay Bella the fees set forth in the applicable Work Order (“ Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to Bella under this Agreement (excluding any taxes arising from Bella’s income or any employment taxes). Access to additional Services or features not expressly listed in a Work Order will be subject to mutually agreed Change Order or new Work Order. Applicable Fees may also be identified through Bella’s online pricing pages, Stripe subscription checkout flows, electronically accepted subscription plans, or other electronic ordering mechanisms implemented by Bella.
Payment. Customer authorizes Bella, including through Stripe and any other third-party payment processor utilized by Bella, to charge all applicable Fees, recurring subscription charges, usage-based fees, implementation fees, taxes, and other amounts payable under this Agreement to Customer’s designated payment method.
Unless otherwise specified in the applicable Work Order, subscription Fees shall be billed automatically on a recurring basis in accordance with the billing cycle selected by Customer during the applicable subscription or checkout process.
Customer shall maintain complete, current, and accurate billing and payment information at all times. Customer authorizes Bella to continue charging Customer’s payment method for all Renewal Terms unless Customer cancels the applicable subscription in accordance with this Agreement.
If any payment is declined, reversed, disputed, or otherwise unsuccessful, Bella may suspend or terminate Customer’s access to the Services upon notice to Customer. Bella reserves the right to recover all costs incurred in collecting overdue amounts, including reasonable attorneys’ fees and collection costs to the extent permitted by applicable law. Except as expressly provided in this Agreement or required by applicable law, all Fees are non-cancellable and non-refundable.
Fee Increases. Upon any renewal of a Work Order, Bella may increase the Fees for Services provided under that Work Order to reflect changes in functionality, scope, or market pricing, with any additional services or upgrades subject to Bella’s then-current pricing. If Bella exercises its right to increase Fees in accordance with the foregoing sentence, such increase will become effective upon the applicable Renewal Term (as defined below), and the Fees for that Renewal Term will be deemed amended to reflect such Fee increase.
Term. This Agreement commences upon Customer’s Electronic Acceptance of this Agreement or first access to or use of the Services, whichever occurs first, and unless terminated earlier in accordance with this Agreement, continues until all Work Orders have terminated (“ Term”), subject to Bella’s right to modify, enhance, or update the Services in accordance with this Agreement.
Work Order Term. The initial term of a Work Order begins on the applicable subscription start date identified in the applicable Work Order, online subscription flow, Stripe checkout flow, or other electronic ordering mechanism and continues for the subscription period selected by Customer (the “Initial Term”). Unless otherwise specified in the applicable Work Order, subscriptions shall automatically renew for successive renewal periods equal to the Initial Term (each, a “Renewal Term”) unless canceled prior to the applicable renewal date through Customer’s account settings, Stripe billing portal, written notice, or another cancellation mechanism made available by Bella. Customer acknowledges and agrees that recurring subscription charges may be automatically charged to Customer’s designated payment method for each Renewal Term unless canceled in accordance with this Agreement. Customer acknowledges and agrees that recurring subscription charges are a material term of this Agreement and authorizes Bella to automatically charge Customer’s designated payment method for all applicable Renewal Terms unless canceled in accordance with this Agreement.
Termination for Cause. A party may terminate this Agreement or Work Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within thirty (30) days after being provided with written notice of such breach; provided that Bella may terminate immediately upon written notice for any breach involving unlawful use of the Services, misuse of AI-enabled functionality, or violation of applicable data protection or regulatory laws.
Termination for Convenience. Bella may terminate this Agreement or any applicable Work Order for convenience upon thirty (30) days’ prior written notice to Customer. In the event of such termination, Customer shall remain responsible for payment of all Fees accrued up to the effective date of termination. Bella will refund any prepaid Fees for Services not yet provided as of the effective date of termination.
Effects of Termination. Upon termination of this Agreement and all Work Orders: (a) all amounts owed to Bella under this Agreement before such termination will be due and payable in accordance with Section 4; (b) Customer’s rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Platform and return or erase, all copies of the Documentation in Customer’s possession or control; and (d) each party shall promptly return or delete all of the other party’s Confidential Information in its possession, except that each party may retain the other party’s Confidential Information in its archived backup files. Sections 4, 5.e, 6-8, 10, 11, and 13 survive expiration or termination of this Agreement. For clarity, termination shall not entitle Customer to any refund of Fees paid or payable, except as expressly provided in this Agreement. In the event the Agreement is terminated prior to the expiration date, Customer shall pay for Implementation Services, including data migration fees.
Suspension. Notwithstanding anything to the contrary in this Agreement, Bella may suspend Customer’s access to the Platform if Bella determines that: (a) there is an attack on the Platform; (b) Customer’s or any of its Users’ use of the Platform poses a reasonable risk of harm or liability to Bella and, if capable of being cured, Customer is not taking appropriate action to cure such risk; (c) Customer has breached Sections 3. b or 11; (d) Customer’s or its Users’ use of the Platform violates applicable law; (e) Customer has failed to pay any undisputed amounts owed under this Agreement when due and has failed to cure such late payment within fifteen (15) days after Bella has provided Customer with written notice of such late payment, including where any recurring payment authorization fails, expires, is revoked, or is rejected by Customer’s payment provider; (f) continued access to or use of the Platform may reasonably expose Bella to regulatory, data protection, security, or AI governance risk. Bella shall use commercially reasonable efforts to provide Customer with notice of such suspension. Bella may suspend Customer’s access to the Platform until the situation giving rise to the suspension has been remedied to Bella’s reasonable satisfaction. Bella’s suspension of Customer’s access to the Platform will not relieve Customer of its payment obligations under this Agreement.
Post-Termination Obligations; Customer Data Retrieval. Upon any termination of this Agreement, Bella will make all Customer Data available to Customer for electronic retrieval in a commercially reasonable format for a period of ninety (90) days. After such a period, Bella may delete all Customer Data and Bella will have no further obligation to retain, store, or support retrieval of such Customer Data.
Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights therein.
Customer Data License Grant. Customer hereby grants to Bella and its authorized representatives and contractors, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 13.d) license to use the Customer Data as reasonably necessary and solely for the limited purpose of performing the Services for Customer, and operating, securing, and maintaining the Platform, including for system operation, security, compliance, and performance monitoring, and fulfilling its other obligations and exercising its rights under this Agreement.
The Services. All proprietary technology utilized by Bella to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, as between the parties, are the exclusive property of Bella. Bella or its third-party licensors retain ownership in all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Content and the Platform (whether registered or unregistered), including without limitation the Software, Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by Bella in performing under this Agreement. Any rights not expressly granted to Customer hereunder are reserved by Bella.
Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Bella may analyze Customer Data to create a de-identified or aggregated data set that does not identify Customer or its Users and are not capable of being re-identified (collectively, “Aggregated Data”). Bella retains ownership of all right, title, and interest in and to Aggregated Data. Bella may use Aggregated Data for internal business purposes, including, but not limited to, improving and providing the Services and for marketing purposes.
Usage Data. Bella retains ownership of all right, title, and interest in and to the Usage Data. Bella may use Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Bella’s services, systems, and algorithms.
Feedback. Customer hereby assigns to Bella any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Users related to the Services (“Feedback”). Further, Customer acknowledges and agrees that Feedback may be used by Bella in Bella’s development of and be incorporated into a version of the Services Bella may make available for commercial distribution or any other software or intellectual property created by Bella. Without limiting the foregoing, Bella may incorporate Feedback into its products and services and Customer will gain no rights in such products or services by virtue of having disclosed Feedback. To the extent that any such Feedback is not assignable under applicable law, Customer hereby irrevocably waives, and agrees to cause its Users to waive, any moral rights or similar rights therein to the maximum extent permitted by applicable law.
Customer represents and warrants it is a qualifying educational agency or institution under the U.S. Family Educational Rights and Privacy Act (“FERPA”). For the purposes of FERPA, Bella is hereby designated as a School Official acting solely as a service provider to the Customer with authority to create, revise, maintain, and access student records only to the extent necessary to provide the Services in accordance with the limitations in FERPA during the term of the Agreement. Bella’s “legitimate interest” is providing the Services at Customer’s direction. Customer represents and warrants it has the authority, consents, and rights to provide Customer Data to Bella and that Customer will include Bella in its annual FERPA notice to students.
The parties agree to comply with the requirements of the Gramm-Leach-Bliley Act (GLBA), to the extent applicable to each party’s respective role under this Agreement, and Customer acknowledges that Bella acts solely as a service provider and not as a financial institution for purposes of GLBA.
The parties acknowledge that in performing the Services, Bella is a “third-party servicer” as defined under the Higher Education Act (HEA) and its implementing regulations. To the extent legally required, Bella agrees to be jointly and severally liable with the Customer to the Secretary of Education solely for violation of Title IV, HEA program requirements directly resulting from Bella’s failure to perform the Services in accordance with this Agreement, and not for the acts, omissions, policies, instructions, or compliance decisions of Customer or its Users.
Access to the Platform. Bella warrants that the Platform will perform materially in accordance with the Documentation and this Agreement. Bella does not warrant that the Platform will be completely error-free or uninterrupted. For clarity, this warranty applies to the operation of the Platform and does not extend to the accuracy, completeness, or suitability of any Outputs or recommendations generated through AI-enabled features. If Customer notifies Bella of a reproducible error in the Platform that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, Bella shall, at its own expense and as its sole obligation and Customer’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Bella is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate this Agreement upon notice to Bella and, Bella shall refund the amounts paid by Customer for access to the Platform for the period during which the Platform was not usable by Customer. The warranties set forth in this Section 7.a do not apply to any Error caused by: (i) Customer or its Users; (ii) use of the Platform in any manner or in any environment inconsistent with its intended purpose; (iii) Customer’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Platform; or (iv) any equipment, software, or other material utilized by Customer in connection with the Platform contrary to the provider’s instructions.
Right to Customer Data. Customer represents and warrants that it has the right to: (a) use the Customer Data as contemplated by this Agreement; and (b) grant Bella the license in Section 6.b, including all rights, consents, and authorizations required under applicable data protection, privacy, and education laws.
Disclaimer. Except as expressly provided in this section 7, Bella makes no warranties of any kind and Bella specifically disclaims all other warranties, whether express, implied, or statutory, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or course of performance. Customer acknowledges that, Bella, in connection with the services, will be making recommendations and providing advice but is not responsible for managing customers’ or its students’ assets and all decisions as to implementing such advice and recommendations and managing such assets will be made by customer and will be customer’s sole responsibility. Customer acknowledges that it is responsible for reviewing any recommendations and advice produced in connection with the services to confirm that it is appropriate for customer’s business. Bella makes no warranty regarding the reliability, timeliness, suitability, or accuracy of the services or any advice or recommendations produced in connection therewith, any results customer may obtain by in connection with the services or implementing any advice or recommendations or that the services or any advice or recommendations will achieve customer’s intended results. Bella makes no warranty regarding the results or specific outcomes that customer may obtain in connection with the services or that such results will meet customer’s expectations. The entire risk arising out of the use or performance of the services is with the customer. No oral or written information or advice given by Bella or its agents or employees shall in any way increase the scope of this warranty. Customer acknowledges that the services may include AI-enabled functionality that generates outputs which are probabilistic in nature, may vary based on inputs, data quality, and context, and are not intended to be the sole basis for any academic, financial aid, regulatory, or compliance decision.
Claims Against Customer. Bella shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party, (excluding any infringement claims arising from Outputs, Customer Data, or use of the Services in combination with data, prompts, or inputs not provided by Bella) (a “ Customer Claim”), and Bella shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Bella in writing of such Customer Claim; (b) giving Bella sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Bella’s request and expense, assisting in such defense. In the event that the use of the Platform is enjoined, Bella shall, at its option and at its own expense either: (i) procure for Customer the right to continue using the Platform; (ii) replace the Software with a non-infringing but functionally equivalent product; (iii) modify the Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the amounts Customer paid for access to the Platform that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, Bella will have no obligation under this Section 9.a with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that Bella did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Platform by any person other than Bella or its authorized agents or subcontractors. This Section sets forth Bella’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
Claims Against Bella. Customer shall defend, any claim, suit, or action against Bella brought by a third party to the extent that such claim, suit, or action arises from or relates to (i) Bella’s use of any Customer Data in accordance with this Agreement; (ii) Customer’s use of any Customer Data; or (iii) Bella’s liability in its role as a “third-party servicer” to the extent arising from Customer’s acts, omissions, instructions, data, policies, or compliance decisions (a “Bella Claim”) and Customer shall indemnify and hold Bella harmless, from and against Losses that are specifically attributable to such Bella Claim or those costs and damages agreed to in a settlement of such Bella Claim. The foregoing obligations are conditioned on Bella: (a) promptly notifying Customer in writing of such Bella Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; provided, however, that Bella shall retain the right to participate in such defense with counsel of its own choosing, at its own expense, and no settlement may impose any admission of liability or ongoing obligation on Bella without Bella’s prior written consent; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 9. b or otherwise with respect to any Bella Claim to the extent based upon Bella’s use of the Customer Data in violation of this Agreement.
In no event will either party be liable for any consequential, indirect, exemplary, special, or incidental damages, or for any lost data, lost profits, or costs of procurement of substitute goods or services, arising from or relating to this agreement, however caused and under any theory of liability (including negligence), even if such party has been advised of the possibility of such damages. Except for a party’s gross negligence or willful misconduct, each party’s total cumulative liability in connection with this agreement, whether in contract or tort or otherwise, will not exceed the amount of fees paid or owed by customer for the services under this agreement during the initial term or renewal term, as the case may be, during which the events giving rise to such liability occurred. For the avoidance of doubt, Bella shall not be liable for any fines, penalties, sanctions, or regulatory enforcement actions arising from customer data, customer instructions, or customer’s regulatory or compliance obligations, except to the extent directly caused by Bella’s breach of this agreement. The provisions of this section allocate the risks under this agreement between the parties, and the parties have relied on these limitations in determining whether to enter this agreement.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Customer. In these states, Bella's liability will be limited to the greatest extent permitted by law.
Definitions. “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. For the avoidance of doubt, Confidential Information does not include Aggregated Data, Usage Data, or any insights, learnings, or improvements derived from the operation of the Platform that do not identify Customer or its Users.
Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations that are at least as protective as those set forth in this Section 11. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure using the same degree of care it uses to protect its own confidential or proprietary information of a similar nature, and in no event less than reasonable care. The confidentiality obligations in this Section 11 shall survive termination or expiration of this Agreement for a period of three (3) years from the effective date of termination or expiration; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall survive for so long as such information continues to qualify as a trade secret.
Exceptions. Recipient will have no confidentiality obligations under Section 11.b with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required by law or requested by a regulatory authority with jurisdiction over the Recipient as part of a judicial process, government investigation, legal proceeding, or other similar process provided that, to the extent permitted by applicable law, Recipient gives prior written notice to Discloser of the required disclosure. Recipient shall use reasonable efforts to provide such notice in sufficient time to allow Discloser to seek a protective order, confidentiality agreement, or other appropriate remedy, and shall reasonably cooperate in such efforts at Discloser’s expense.
The parties will comply with applicable laws governing the treatment of confidential and personal information, including, where applicable, the GLBA and its regulations (e.g., 12 C.F.R. Part 40 and 12 C.F.R. Part 30), as amended. Bella will maintain commercially reasonable administrative, technical, and physical safeguards designed to reduce the risk of unauthorized access, use, or disclosure, including an information security program reasonably designed to protect the Services.
Independent Contractor. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other. Further, neither party has the right or authority to assume or create any obligation on behalf of the other party.
Subcontractors. Bella may utilize subcontractors, sub processors, and other third-party service providers (collectively, “Subcontractors”) in the performance of its obligations, provided that Bella remains responsible for the performance of the Services in accordance with this Agreement.
Publicity. Bella may, during the Term of this Agreement: (a) create a general contract announcement press release indicating that the parties have entered into this Agreement, and (b) use Customer’s business name and trademark in written materials identifying Bella’s customers, on Bella’s websites, and in other promotional materials subject to Customer’s brand guidelines and Bella’s obligations under Section 11, provided that such use does not imply Customer endorsement of the Services.
Assignment. Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent, except that a party may assign this Agreement without consent from the other party to (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, including any change of control transaction. Any attempted assignment in violation of the foregoing will be void and of no force or effect.
Force Majeure. Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control.
Notices. Bella may provide notices under this Agreement through email, the Services, Customer’s account portal, Stripe billing workflows, or other reasonable electronic means. Customer is responsible for maintaining accurate account and contact information. Notices provided by Bella shall be deemed effective upon transmission. Customer shall provide legal notices to Bella through the contact information designated by Bella on its website or within the Services.
Governing Law; Venue. The laws of the State of California govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Oakland, California in any litigation arising out of this Agreement or the Services.
Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.b, 6, or 11 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy. Accordingly, injunctive relief is an appropriate remedy for such breach. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.
Compliance with Laws. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement.
Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).
Modification. Bella may modify this Agreement from time to time by posting an updated version on its website or otherwise making the revised Agreement electronically available to Customer. Bella may provide notice of material modifications through the Services, by email, through Stripe checkout or billing workflows, or by other reasonable electronic means. Unless otherwise stated by Bella, modifications shall become effective upon the commencement of Customer’s next Renewal Term following such notice. Customer’s continued access to or use of the Services following the effective date of any modification constitutes Customer’s acceptance of the modified Agreement.
Online Hosting. Customer acknowledges that this Agreement, the Terms of Use, Privacy Policy, AI Terms, Work Orders, pricing schedules, and related legal terms may be hosted electronically on Bella’s website and presented through online onboarding, registration, implementation, subscription, billing, or payment workflows. Customer agrees that presentation of such materials in electronic form satisfies any applicable legal requirement that such agreements or notices be provided in writing. Bella may maintain historical versions of this Agreement for evidentiary and compliance purposes.
Entire Agreement. This Agreement, including any Work Orders, any Change Orders, and any exhibits or attachments thereto, constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party will be binding on the other party unless accepted through a written or electronic acceptance process authorized under this Agreement. To the extent of any conflict between the provisions of this Agreement and the provisions of any Work Order, the provisions of the Agreement will govern unless the Work Order specifically overrides this Agreement.
Inputs. Customer may provide data to the AI Features (“Inputs”). As between Customer and Bella, Customer retains all right, title, and interest in the Inputs. Customer is responsible for ensuring it has all the necessary rights, consents, and permissions to provide the Inputs to Bella, in compliance with applicable laws and regulations.
Outputs. The AI Features will generate responses, reports, summaries, and other data based on the Inputs (“Outputs”). As between you and Bella, Customer owns the Outputs. Customer hereby grants Bella a limited, non-exclusive, non-transferable license to access and use the Outputs to perform the Services under this Agreement.
Customer ensures that Customer Inputs and use of Outputs will not (i) violate any applicable law; (ii) violate these Bella AI Terms or the Agreement; or (iii) infringe, violate, or misappropriate any of Bella’s rights or the rights of any third party.
Bella will use Customer Inputs and Outputs (“Customer AI Data”) only to provide, maintain, secure, and support the AI Features.
No Training. Bella will not use your Customer AI Data to train, improve, or fine-tune AI models in a manner that identifies Customer or its Users or that results in Customer AI Data being used for the benefit of other customers. Customer AI Data is not used to benefit other Bella customers.
Bella will maintain the physical, administrative, and technical safeguards in the Agreement.
Bella may use anonymized or aggregated data that is not reasonably capable of re-identification to monitor and improve the performance and reliability of the AI Features, but only in a manner consistent with Bella’s obligations under the Agreement and applicable law.
Customer represents and warrants Customer’s provision of Customer AI Data complies with all applicable laws, regulations, and institutional policies, including without limitation, Family Educational Privacy Rights Act, Gramm-Leach-Bliley Act, and the Higher Education Act, and that Customer has obtained all internal approvals and authorizations required to deploy and rely on AI-enabled tools for the relevant institutional functions.
The AI Features are a tool and may generate Outputs that are incorrect, incomplete, or misleading. Customer acknowledges that Outputs are probabilistic in nature, may vary based on Inputs, data quality, and context, and are not intended to be the sole basis for any academic, financial aid, regulatory, or compliance decision. Customer is solely responsible for reviewing all Outputs for accuracy and appropriateness before relying on them for any decisions, including but not limited to financial aid related decisions, student-record keeping, or attendance actions.
Customer will not use the AI Features:
to develop or train a competing service to Bella;
to reverse engineer, decompile, or otherwise attempt to discover the source code or underlying models of the AI Features;
for any illegal, harmful, harassing, discriminatory, or fraudulent purpose;
in any way that infringes or violates the right of any third party; or
to make fully automated decisions that produce legal or similarly significant effects on students without appropriate human review, where such review is required by applicable law or regulation.
