Legal

End User License Agreement and Terms of Service for RingCentral Contact Center™

This End User License Agreement and Terms of Service (“Agreement”) contain the terms and conditions upon which RingCentral, Inc. (“RingCentral”) provides RingCentral Contact Center™ (“Contact Center”) to customers (“Customer”). The Agreement further includes all Service Contracts between RingCentral and the Customer. To the extent there is any conflict between the Service Contract and this Agreement, the applicable terms of the Service Contract shall govern.

The Customer’s license to, and the terms governing Customer’s use of, the Contact Center are further subject to the general RingCentral End User License Agreement and Terms of Service (the “General EULA”, available at http://www.ringcentral.ca/legal/eulatos.html ), the terms of which are incorporated herein by reference, with Contact Center deemed a “Service” therein and any software provided in connection therewith deemed an “Application.” To the extent there is any conflict between the terms of the General EULA and this Agreement, the applicable terms of this Agreement shall govern.

Any capitalized terms not defined herein will have the same meaning as in the General EULA.

1. Definitions

1.1. “Applicable Laws” means any applicable foreign, federal, state, local, or other law (statutory, common or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity.

1.2. “Contact Center” has the meaning set forth in the preamble to this Agreement.

1.3. “Contact Center Materials” means any Documentation, support materials, knowledge base articles, instructions, marketing materials, or other materials provided in connection with Contact Center, regardless of form.

1.4. “Customer” has the meaning set forth in the preamble to this Agreement.

1.5. “Customer Data” means information provided by Customer to RingCentral, including without limitation agent names, phone numbers, text messages, email addresses, skills, and work performance metrics. It shall also be defined as the contact history, which is a record of the transactions processed by RingCentral. Items in contact history may include automatic number identification, caller identification, point of contact information, the contents of any recorded call and other miscellaneous information from contact types such as chat, text, e-mail, or other work items.

1.6. “Documentation” means documentation and similar materials concerning Contact Center that RingCentral distributes generally to End Users licensed in connection with their subscriptions to Contact Center, including without limitation, manuals, descriptions, user and/or installation instructions, diagrams, printouts, listings, flowcharts and training materials, together with any modifications and updates of such materials.

1.7. “End User” means any Person that uses Customer’s subscription to Contact Center.

1.8. “General EULA” has the meaning set forth in the Preamble to this Agreement.

1.9. “Intellectual Property” means mean all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

1.10. “Marks” means United States and foreign trademarks, service marks, copyrights, patents, trade dress, logos, and product and service names.

1.11. “Party” or “Parties” means RingCentral and/or Customer, as the case may be.

1.12. “Person” means any natural person or legal entity, regardless of form.

1.13. “Representatives” means, with respect to any Person, the officers, directors, employees, users, subcontractors, and agents of such Person.

1.14. “RingCentral Marks” means Marks of RingCentral.

1.15. “Service Contract” includes any single, multiple, or a combination of any RingCentral written agreement(s) governing Customer’s subscription to Contact Center.

1.16. “Services” means products and related services listed on any Service Contract relating to Contact Center, with the exception of equipment. These items may include but are not limited to, service for Contact Center, Telecom Carrier Services, Long Distance, Inbound Voice, Chat, Text and Email, Automatic Call Distribution (ACD), IVR, inStudio, Workforce and Quality Management, Outbound Dialer, Customer Survey and Reporting.

1.17. “Service Term” means the time period specified in the Service Contract or, if there is no Service Contract, the Term as defined in the General EULA.

1.18. “Third Party Marks” means Marks of any third party.

2. Compliance with Laws

2.1. Customer shall be solely responsible for complying with all Applicable Laws of the country or territory in which Customer uses Contact Center. In addition, Customer shall be solely responsible for all actions and omissions related to compliance with local, state, federal and international consumer protection and marketing laws, regulations, guidelines and industry standards including, but not limited to, the Federal Telephone Consumer Protection Act of 1991, Telemarketing Sales Rule, Do Not Call Registry, Mobile Marketing Best Practices, and Common Short Code Acceptable Use Policy. If Customer receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance by its subscription to Contact Center or the use thereof, Customer shall promptly notify RingCentral of such notice or violation.

2.2. RingCentral may amend all or any part of this Agreement to be in compliance with regulatory, legal, or service provider changes that affect Contact Center. Any such modifications and/or amendments to this Agreement shall become effective upon publication on RingCentral’s website at http://www.ringcentral.ca/legal/eulatos.html . Customer’s continued use of Contact Center following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto.

3. Limited License

3.1. Subject to the terms and conditions of this Agreement and effective only during the Service Term, RingCentral grants to Customer a limited, personal, revocable, non-sublicensable, non-assignable, non-transferable, non-resellable, and non-exclusive right and license to use Contact Center and any Contact Center Materials provided in connection therewith solely to operate Contact Center strictly in accordance with this Agreement. For the avoidance of doubt, nothing in this Agreement or in the Service Contract shall be construed to grant to Customer any right to reproduce, market, or distribute Contact Center or any of its documentation, or to use the same for any purpose other than its internal business purposes and by it and its Representatives.

3.2. Customer shall not: (a) attempt to reverse engineer, decompile, disassemble, or otherwise translate or modify Intellectual Property in Contact Center or any Contact Center Materials in any manner; (b) market, sell, assign, license, sublicense or otherwise transfer, transmit, or convey such Intellectual Property; (c) defeat, disable, or circumvent any protection mechanism related to Contact Center; (d) allow any service provider or other third party, with the exception of RingCentral’s authorized maintenance providers who are acting solely on behalf of and for the benefit of Customer, to use or execute any software commands that facilitate the maintenance or repair of any product; or (e) permit or encourage any third party to do any of the foregoing.

3.3. During the Service Term and after termination of the Services for any reason, Customer shall not use any of the Intellectual Property in Contact Center or any Contact Center Materials for any use or purpose, except as expressly permitted under the Agreement to operate Contact Center during the Service Term, and Customer shall not disclose any of such Intellectual Property to any other person or entity.

3.4. All of Customer’s use of Contact Center and any Contact Center Materials is subject to any restrictions in this Agreement with respect to the number of seats, concurrent users, and unique accounts, use in a designated location, use in a designated environment, and use on designated hardware or other designated equipment.

3.5. Customer agrees not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to Contact Center, the Contact Center Materials, or any part thereof without RingCentral's prior written consent, to be granted or denied in RingCentral’s sole discretion.

3.6. RingCentral may immediately terminate any license granted to Customer if Customer uses Contact Center or any Contact Center Materials for any illegal purpose or in any way contrary to any law or regulation or in violation of this Agreement, tampers with or modifies Contact Center or any Contact Center Materials without RingCentral’s prior authorization, or if Customer uses Contact Center other than for the intended use or purpose.

4. New Versions of Contact Center.

RingCentral, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to Contact Center. Customer acknowledges and agrees that RingCentral has no obligation to make available to Customer any subsequent versions of Contact Center. Customer also agrees that it may have to enter into a renewed version of this Agreement if Customer wants to download, install, or use a new version of Contact Center.

5. NO 911 SERVICES OFFERED WITH CONTACT CENTER.

CONTACT CENTER DOES NOT PROVIDE 911 OR E911 SERVICES TO CUSTOMERS.

6. Contact Center and HIPAA Restrictions; No Use of PHI.

6.1. RINGCENTRAL MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, THAT (A) CONTACT CENTER OR CUSTOMER’S USE THEREOF WILL COMPLY WITH HIPAA, HITECH, OR ANY OTHER LAW OR (B) CUSTOMER’S USE OF CONTACT CENTER WILL RENDER CUSTOMER OR ANY OTHER PARTY COMPLIANT WITH HIPAA, HITECH, OR ANY OTHER LAW.

6.2. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY HIPAA-RELATED PRODUCTS, SERVICES, PROGRAMS, OR FEATURES OFFERED BY RINGCENTRAL WITH RESPECT TO RINGCENTRAL OFFICE OR CUSTOMER’S RINGCENTRAL OFFICE PLAN OR ANY OTHER PLAN OR SERVICES OTHER THAN CONTACT CENTER (INCLUDING, WITHOUT LIMITATION, THE RINGCENTRAL HIPAA CONDUIT SETTING, THE RINGCENTRAL HIPAA BAA PROGRAM, AND ANY BUSINESS ASSOCIATE AGREEMENT RELATED TO ANY RINGCENTRAL OFFICE PLAN) DO NOT APPLY TO OR OPERATE WITH RESPECT TO CUSTOMER’S CONTACT CENTER PLAN. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT USE OF CONTACT CENTER TO TRANSMIT, RECEIVE, STORE, PROCESS, CREATE, OR MAINTAIN PHI IS EXPRESSLY PROHIBITED UNDER THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT NEITHER IT NOR ANY USER OR END USER OF ITS CONTACT CENTER PLAN OR ANY OTHER PARTY ACTING ON ITS BEHALF, AT ITS DIRECTION OR REQUEST, OR WITH ITS CONSENT, AUTHORIZATION, APPROVAL, OR KNOWLEDGE SHALL USE CONTACT CENTER FOR ANY OF THE FOREGOING PURPOSES.

7. Customer’s Responsibilities

7.1. Customer is solely responsible for any and all activities that occur with its subscription to Contact Center by its End Users, anyone using its subscription on Customer’s behalf with or without Customer’s permission, or by third parties due to acts or omissions of any of the foregoing Persons.

7.2. In addition to any of Customer’s responsibilities set forth in the General EULA, Customer agrees to do all of the following:

7.2.1. Abide by all Applicable Laws in its use of Contact Center, including but not limited to those regarding online behavior, acceptable content, and the transmission of equipment and information under applicable export laws;

7.2.2. Not upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of Contact Center or another’s computer, system, or network;

7.2.3. Not use Contact Center for illegal purposes;

7.2.4. Not interfere or disrupt networks connected to Contact Center;

7.2.5. Not post, promote, or transmit through Contact Center any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable material of any kind or nature;

7.2.6. Not to transmit or post through Contact Center any material that encourages conduct that could constitute a criminal offense or give rise to civil liability;

7.2.7. Not interfere with another user’s use and enjoyment of Contact Center or other RingCentral services;

7.2.8. Not use the Contact Center to send unsolicited commercial e-mail (“UCE”) to any person (UCE includes any e-mail that is sent to a person whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other e-mail communication that violates any Applicable Law prohibiting the transmission of spam);

7.2.9. Not use Contact Center to transmit, receive, store, process, create, or maintain PHI; and

7.2.10. Promptly notify RingCentral in the event Customer learns of any violation of the foregoing or any use policy set forth in this Agreement in connection with Customer’s subscription to Contact Center.

8. Acceptable Use

8.1. Customer’s and its End Users’ use of Contact Center is governed by the use policies set forth in the General EULA, and RingCentral may avail itself of remedies therein for non-compliance.

8.2. In addition, Customer and its End Users shall not use Contact Center in any of the following ways (RingCentral may avail itself of any remedies set forth in the General EULA for violation of its use policies):

8.2.1. In any way that violates Applicable Law (including, but not limited to, laws prohibiting transmission of unsolicited e-mail or fax advertisements or laws on obtaining third-party consent for call recording);

8.2.2. To infringe the rights of others;

8.2.3. To interfere with other users, agents, services, or equipment of Contact Center;

8.2.4. To send unsolicited commercial e-mail in violation of Applicable Laws;

8.2.5. To transmit any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature;

8.2.6. To transmit any material that encourages conduct that could constitute a criminal offense under Applicable Law; or

8.2.7. To violate the Intellectual Property of others

9. Proprietary Rights

9.1. Customer Data. As between RingCentral and Customer, all title and Intellectual Property rights in and to the Customer Data is owned exclusively by Customer. Customer hereby grants a royalty-free, fully paid-up, worldwide, limited, non-assignable, non-sublicenseable right and license to RingCentral and its affiliates and subcontractors to copy, duplicate, transmit, process, and use Customer Data to provide services to Customer in connection with Customer’s subscription to Contact Center.

9.2. RingCentral’s Intellectual Property Rights

9.2.1. Customer agrees that all rights, title and interest in and to all Intellectual Property in Contact Center and any Contact Center Materials are owned exclusively by RingCentral or its licensors. Except as provided in this Agreement, the limited license granted to Customer does not convey any rights in the Contact Center or any Contact Center Materials, express or implied, or ownership in the Contact Center, any Contact Center Materials, or any of RingCentral’s or its licensors’ Intellectual Property.

9.2.2. Customer hereby grants RingCentral a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Contact Center or any Contact Center Materials any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Representatives relating to Contact Center.

9.2.3. Customer agrees not to display or use the RingCentral Marks in any manner without RingCentral’s express prior written permission, to be granted or denied in RingCentral’s sole discretion. Any use of RingCentral Marks will be governed by RingCentral’s then-current policies on its trademark and logo usage. Third Party Marks are the property of such third parties. Customer is not permitted to use these Third Party Marks without the prior written consent of such third party that owns the Third Party Marks.

9.2.4. Any rights not expressly granted herein are reserved by RingCentral or its licensors.

10. Theft of Services; Notice to RingCentral

Customer is responsible for monitoring Customer’s use of Contact Center for possible unlawful or fraudulent usage. Customer shall notify RingCentral immediately if Customer becomes aware or has reason to believe that its services through Contact Center are being stolen or fraudulently used. Customer acknowledges and agrees that Customer’s failure to notify RingCentral may result in the termination of Services and additional charges to Customer. RingCentral shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s account. Customer shall be liable for all use of Contact Center through its subscription, including any and all stolen Services or fraudulent use of Contact Center.

11. Data Storage and Management

Storage and management of Customer-owned data for use with Contact Center will be provided by RingCentral at a rate specified in the Service Contract or, if no rate is listed or Customer is not under a Service Contract, at RingCentral’s then-current data storage and management rates. RingCentral may destroy all Customer stored data thirty (30) days after the deactivation of Customer’s subscription to Contact Center or the termination or expiration of the Agreement.

12. Additional Terms for SMS Usage

12.1. SMS usage may be subject to fees and charges imposed by third-party wireless service providers under contractual mobile plans. Text messaging and wireless service are not available in all areas.

12.2. Customers who send text messages to “opt-in” lists must have a method of confirming or verifying subscriptions and be able to show evidence of subscriptions for users who complain about unsolicited text messages. Customer is also required to process opt-out requests within one (1) business day.

12.3. Customer will not initiate an outbound text message unless it has received consent. Examples of permissible situations where Customer may properly send an outbound text message include, but are not limited to:

12.3.1. Customer sends a text message to patron while on a call with patron’s consent;

12.3.2. Customer sends a text message in response to patron’s text message; or

12.3.3. Customer sends a text message through the IVR in response to patron’s consent.