Last Modified: February 15, 2018
Please read these Terms of Service (“Terms”) carefully. RingCentral, Inc., together with its affiliates (together, “RingCentral”) provides cloud-based unified communications and collaboration services, including online meeting, video conferencing and related services, applications and product integrations. These Terms are a binding electronic contract (the “Agreement”) between the entity that you represent (“You”), and RingCentral (the “Parties”). By accessing, or using the Services or otherwise registering to use the Services made available by RingCentral, You agree to be bound by these Terms. These Terms affect Your legal rights and obligations, so if You do not agree to these Terms, do not use the Services.
Unless otherwise defined in these Terms, the following terms shall be defined in accordance with the below definitions.
- “Account” means the numbered account established with RingCentral that contains any of the following information: Customer’s true, accurate, current, and complete personal name or business name (as applicable), administrator name, billing address (as applicable), shipping address (as applicable), the address where the Services will primarily be used (as applicable). For clarity, multiple services, End Users may be included in a single account, and a single customer may have multiple Accounts encompassing different geographic locations, business units, or other designations as determined by Customer.
- “Administrative Portal” means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account.
- “Affiliates” means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and “control” means beneficial ownership of at least fifty percent (50%) of an entity’s then-outstanding voting securities or ownership interests.
- “Customer Communications” means the content of conferences, messages, voice recordings, instant messages, or other communications transmitted or stored through the Services.
- “End User” means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer’s employees, consultants, clients, external users, contractors, and agents.
- “Services” means all services provided under these Terms only.
- “Intellectual Property” or “IP Rights” 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).
- “Law” means any federal, national, state, municipal, local, or international law, statute, regulation, code, ordinance, constitution, order, edict, guidance, or restriction; treaty or convention; or court or administrative order or ruling.
- “Order” means any physical or digital contract, order form, purchase order, or order for additional services placed through the RingCentral website or the Administrative Portal.
- “Registration Information” has the meaning given in Section 3.2.
- “RingCentral Mark” means a United States and foreign trademark, service mark, copyright, or logo of RingCentral.
- “Taxes” means all federal, state, local, and municipal sales, international excise, value-added, transactional, regulatory, and other taxes and assessments and other governmental fees, surcharges, levies or amounts (including without limitation charges related to the recovery of amounts contributed to any contribution, universal service or other governmental fund or entity, whether or not such recovery is mandated by any Law).
- “Third Party Mark” means a United States and foreign trademark, service mark, copyright, or logo of a third party.
2. Meetings Subscription
Purchase of Services. Pursuant to the terms of the Agreement, You are purchasing a subscription for the Services set forth in Your initial Order, and are thus obligated to pay for the Services strictly in accordance with the Agreement for the entire period set out in the initial Order (the “Initial Term”). The Initial Term for all Services will renew automatically for successive terms of the same length (each, a “Renewal Term”) without further action by or notice to You, unless You notify RingCentral of non-renewal at least thirty (30) days before the end of the Initial Term or then-current Renewal Term.
You agree to be financially responsible for Your use of the Services, including the authorized or unauthorized use of Your Account. In order to use the Services, You must have a properly configured and working Internet service or broadband connection. RingCentral does not provide any access to the Internet.
Free Users. This Section applies only to free users of the Services. Notwithstanding anything in this Agreement to the contrary, you agree that:
- Certain features may require you to upgrade to a paid version of the Services to enable such features or use them beyond a specified limited amount;
- RingCentral may change the features of the Services at its discretion; and
- RingCentral may deactivate or delete Your Account and any related data, information and files, and bar any further access to such data, information and files for any reason. Such action may include, among other things, accessing your Customer Communications or data and/or discontinuing Your use of the Services or specific features without any liability. RingCentral may automatically delete your Customer Communications after you stop using the Service or if you exceed a specified limited amount of storage space.
- Subsequent Purchases. Customer may add to any existing Order by purchasing additional Services, ancillary services, and equipment via the Administrative Portal. Any additional charges for such purchases will be stated in the Administrative Portal at the time of purchase.
- Account Registration. You or Your End Users may be required to provide certain information (e.g., name, physical address, email address, contact phone number, security question and answer) in order to begin using or to update the Services or activate features (“Registration Information”). You hereby grant to RingCentral, during the Term of this Agreement, permission and a worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) right and license to copy, reproduce, store, record, disclose, transmit, display, access, and use Registration Information in connection with the activation, provision, support, improvement, administration, or management of Your Account or the Services, as set forth in this agreement or otherwise permitted by Law. You represent and warrant that all Registration Information provided to RingCentral by or on behalf of You or any End User will be true, accurate, current, and complete, and that You will promptly confirm, update, or supplement Registration Information on file upon RingCentral’s request or in the event that such Registration Information changes.
- Updates to the Terms of Service. You acknowledge and agree that these Terms may be modified or updated with thirty (30) days’ advance written notice to You, which may be given by email, (a “Modification”) and that in the event of any Modification, all use of the Services will be subject to the new version of the Terms starting on the Modification effective date.
3. Limitations on Use – External Calls
External calling is generally not available for Meetings End Users. Where External Calls to the PSTN are available for Meetings End Users (on Essentials and Advanced Tiers), such calling is available only for the purpose of adding participants to existing videoconferences.
911 Services are not available for Meetings End Users. Meetings End Users must have an alternative means for placing emergency calls available at all times.
Meetings do not support operator-assisted calling, 311, 511 and other N11 Calling. RingCentral does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls).
4. Limited License.
RingCentral grants You and Your End Users a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-resellable license to use the software and hardware provided in conjunction with the Services during the Term in strict accordance with this Agreement and solely for Your own internal business use. All rights not expressly granted herein are reserved and retained by RingCentral and its licensors.
5. Billing and Payment.
The charges and fees set forth in this Section 6 and any Order shall be incurred and billed, and become due and payable, as set forth in this Section 6. You agree to pay all fees and charges within thirty (30) days of the date of invoice (“Net 30”).
- Services Fees. The Order sets forth the base recurring fees for the Services (“Services Fees”) as well as the base recurring fees for any other additional services or options agreed to between the parties.
- Taxes. All rates fees and charges are exclusive of applicable Taxes, for which You shall be solely responsible and which You shall pay.
- Late Fees. Any fees or charges not paid when due shall incur interest at a rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the highest rate allowed by law. RingCentral’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as “Paid in Full,” “Accord and Satisfaction,” or similarly)) shall not waive, limit, or prejudice in any way RingCentral’s rights to collect any amount due.
Form of Payment. All fees and charges are payable to RingCentral by check, ACH, Wire or credit card or debit card. You agree to be liable for a processing fee in the amount of the lesser of: (i) fifty dollars ($50.00); or (ii) the highest amount allowed by Law for any credit card chargeback or check or other payment returned for nonpayment.
When You subscribe to Services, You will provide us with a payment method, such as a valid credit card or information for invoicing (if You are pre-approved by RingCentral in its sole discretion to be billed via invoice, and RingCentral reserves the right to revoke such approval and switch You to credit card billing in its sole discretion), and, if applicable, authorize us to collect from the payment method provided. Any authorization to charge a provided credit card will remain valid until thirty (30) days after You withdraw the authorization, or immediately upon provision of a replacement valid credit card. Upon termination of this Agreement, we will charge You any fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on Your Account is declined or fails for any reason, RingCentral will use reasonable efforts to contact You and advise You of the failed billing attempts. Notwithstanding the foregoing, RingCentral reserves the right to disconnect Your Service and terminate Your Account if Your payment method is declined or fails for any reason, or if You withdraw authorization to charge a valid credit and do not provide an alternative payment method, and RingCentral reserves the right to continue to attempt charging Your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to RingCentral.
6. Warranties & Disclaimers.
- Warranties. RingCentral represents, warrants, and covenants that (i) the Services will operate as described in the Agreement; (ii) it shall provide all materials under this Agreement in a professional, workmanlike manner, consistent with industry standards and in compliance with all applicable laws and this Agreement; and (iii) to RingCentral’s knowledge, the Services do not and will not contain any program, routine, device, code, or instructions (including any code or instructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming any of Customer’s computers, networks, data or other electronically stored information, or computer programs or systems.
- Warranty Disclaimer. EXCEPT AS STATED IN THIS SECTION (WARRANTIES & DISCLAIMERS), THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND RINGCENTRAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
- “Confidential Information” means any information disclosed by one Party or its agents, including but not limited to, its Affiliates, Officers, directors, employees and attorneys (the “Disclosing Party”) to the other Party or its agents, including, but not limited to its Affiliates, Officers, directors, employees and attorneys (the “Receiving Party”) that is designated as confidential or that should reasonably be considered as confidential, given the nature of the information or the circumstances surrounding its disclosure. Confidential Information includes, but is not limited to, any information relating to the Disclosing Party’s or its Affiliates’ technology, networks, systems, or operations customers, promotional and marketing activities, finances and other business affairs, including, but not limited to, that which relates to research, products, software, services, development, inventions, processes, specifications, designs, drawings, diagrams, marketing techniques, documentation, customer information, pricing information, procedures, data, concepts, business policies or practices, financial statements, and third-party information that the Disclosing Party or its Affiliate is obligated to keep confidential.
Restrictions on Use or Disclosures by Either Party. The Receiving Party, during the Term of this Agreement and for at least one (1) year after the Termination of this Agreement, shall hold Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of like character, but in no event less than a reasonable degree of care. The Receiving Party shall not disclose such Confidential Information to any third party, without prior written approval of the other party. The Receiving Party may disclose Confidential Information only to its agents, including but not limited to, its Affiliates, directors, employees and attorneys who have a need to know such Confidential Information for the purposes of this Agreement and who are subject to obligations of confidentiality and restrictions on use with respect to the Confidential Information that are at least a protective as the provisions set forth in this Agreement. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided hereunder. These restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information:
- which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such Confidential Information; or
- after it has become generally available to the public without breach of this agreement by the Receiving Party;
- which at the time of disclosure was already known to the Receiving Party, and free of restriction as evidenced by documentation in such party's possession; or
- which the Disclosing Party confirms in writing is free of such restrictions.
Disclosure of Confidential Information shall not be precluded if such disclosure is in response to a valid order of a court or other governmental body of the United States, Canada or the United Kingdom or any political subdivision thereof or is otherwise required to be disclosed by law; provided, however, that the Receiving Party (i) subject to applicable law, promptly gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only information required to be disclosed, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
- Customer Communications Disclosures by RingCentral. RingCentral shall not use or disclose Customer Communications except: (i) as authorized or required under applicable Law; (ii) as authorized hereunder; (iii) in connection with providing, improving, or supporting the Services or otherwise performing or exercising its rights under this Agreement; or (iv) as authorized by You in writing. Unless required otherwise by applicable Law, RingCentral shall destroy copies of stored Customer Communications within its possession within forty-five (45) days of closure of the Account in which they are stored.
8. Data Privacy, Access, and Retention
- Data Privacy. The Parties acknowledge and agree that: (i) RingCentral’s role with respect to any personal identifiable information You or Your End Users transmit, receive, and/or store through the Services (“Customer Personal Data”) is governed by the RingCentral Privacy Notice
- Disclaimer of Data Storage Responsibilities. You acknowledge and agree that: (i) neither RingCentral nor any RingCentral affiliated entity or third-party service provider shall have any obligation to store, retain, back-up, or ensure the availability of any stored Customer Communications, Customer Personal Data or Account Data; (ii) to the extent that You wish to retain any Customer Communications, Customer Personal Information or Account Data or other information relating to Your Services or Your Account(s), You shall ensure that such information is downloaded, saved, and/or backed-up outside of Your Services or Account(s), as necessary or appropriate for Your and/or the End Users’ purposes; (iii) You shall not rely on Your Services or Account(s) as a repository for or means by which to retain, store, or back-up Customer Communications, Customer Information Data or Account Data or any other data, information, or materials; (iv) RingCentral may delete or purge any and all copies and versions of any stored Customer Communications, Customer Personal Information or Account Data or other data at any time, without notice, including without limitation after You delete any such information from an Account or after termination of the TOS or closure of an Account; and (v) RingCentral may, in its sole discretion and option and without notice, implement reasonable limits as to the size or duration of storage of Customer Communications, Customer Personal Information or Account Data.
Access to Data. You and Your End Users can obtain any stored Customer Communications, Customer Personal Information or Account Data with Your login credentials in the relevant RingCentral Administrative or Customer Portal. You acknowledge and agree that, notwithstanding anything to the contrary in these TOS, Neither RingCentral nor any RingCentral affiliates nor third-party service provider: (i) shall have no obligation to access, view, listen to, watch, or review any stored Customer Communications, Customer Personal Information or to perform any task or undertake any role that would entail or require any of the foregoing; (ii) may not have access to stored Customer Communications, Customer Personal Information or Account Data, or such access may be incomplete, limited, restricted, or subject to certain conditions; and (iii) RingCentral, its affiliates and third-party service providers’ shall have the right to limit, restrict, condition, or eliminate the ability of any party to access any stored Customer Communications, Customer Personal Information or Account Data in its sole discretion and without notice.
You acknowledge and agree that the Services do not include the performance of any of the following tasks or work by RingCentral, and in no event shall RingCentral be obligated under these TOS to perform any of the following tasks or work: (i) the investigation, access, correction, alteration, gathering, compilation, review, verification, or production of any Account Data, Customer Communications, or any other records, documents, information, or evidence related to You or Your Services or transmitted, received, or stored through an Account; (ii) the provision of legal or other counsel; or (iii) the provision of assistance, cooperation, or information beyond that which is directly and specifically related to RingCentral’s fulfillment of its obligations under these TOS or pursuant to applicable law.
For the avoidance of doubt, except as provided herein or required by Law, RingCentral is not obligated to: (i) determine, prove, or disprove any fact or claim; (ii) pursue or defend against any claim, allegation, action, lawsuit, demand, or proceeding; (iii) substantiate any party’s compliance with any Law or Legal Process; (iv) respond to or comply with any request or demand; (v) identify any party; or (vi) conduct any surveillance.
- Export of Data. You acknowledge and agree that: (i) any stored Customer Communications, stored Customer Personal Information or Account Data, or other information or materials that You export will not be under RingCentral’s control and will not be subject to or protected by RingCentral’s security controls; (ii) linking or integrating Your Services or Accounts(s) to or with any external service, environment, account or repository (including without Dropbox, Box, Google Drive™, and OneDrive®) constitutes such exportation and RingCentral shall have no responsibility for, and makes no representation or warranty regarding, the security, privacy, or functionality of any such linked or integrated external service, environment, account or repository. You any Your End Users, as applicable, shall comply with all applicable Law relating to the use, disclosure, access, or export of data from Your Account(s).
- Release. You hereby release, discharge, and hold harmless RingCentral from and against any and all liability relating to or arising from its acts or omissions in accordance with this Section entitled “Treatment of Customer Communications, Content, and Account Data.”
9. Customer Support and Feedback
If You have a customer support issue, You may visit http://success.ringcentral.ca or open a case with RingCentral Global Customer Care (“Customer Care”) at http://success.ringcentral.ca/RCContactSupp. Any End User contacting Customer Care may be required to provide certain verifying information (e.g., the answer to a security question on file) to receive support from Customer Care, and Customer Care may limit the level of support that it will provide or scope of information that it will disclose or confirm to any inquiring End User based on the scope of his or her Account rights or permissions.
Basic Customer Support Services. RingCentral will make basic customer support available to its customers via its call center, which will be available to attempt to resolve technical issues with and answer questions regarding the implementation or use of the Services. Basic customer support services shall not include, and RingCentral shall have no obligation hereunder to perform, any of the following: (i) on-site support; (ii) implementation of any software or hardware; (iii) configuration of any device; (iv) dedicated representative support; or (v) network or third party equipment support.
Notwithstanding the foregoing, any customer with more than two hundred fifty (250) employees shall be responsible to provide Helpdesk support to End Users. Helpdesk support (hereinafter “Helpdesk”) means the logging of calls, managing End User's relations and answering initial inquiries including technical questions about the Services that require an explanation of a feature, function, error message, installation or system administration. The Helpdesk support will be responsible to take and evaluate a reported technical issue, resolve any issue within its control, and when unable to fix the problem, may route the issue to RingCentral. Helpdesk will act as the interface between RingCentral and the End Users. RingCentral may require customer’s Helpdesk support personnel to complete a series of training courses on RingCentral’s products.
10. Acceptable Use
NEITHER YOU NOR ANY OF YOUR END USERS SHALL USE THE SERVICES FOR ANY ILLEGAL, FRAUDULENT, IMPROPER, OR ABUSIVE PURPOSE OR IN ANY WAY THAT INTERFERES WITH RINGCENTRAL’S ABILITY TO PROVIDE HIGH QUALITY SERVICES TO OTHER CUSTOMERS, PREVENTS OR RESTRICTS OTHER CUSTOMERS FROM USING THE SERVICES, OR DAMAGES ANY RINGCENTRAL’S OR OTHER CUSTOMERS’ PROPERTY.
A breach of obligations in this Section 5 (Use Policies) constitutes a material breach of these TOS, such that RingCentral may suspend service, terminate the Agreement immediately, or take any other action RingCentral deems necessary to provide the Services to you and others; to protect you, the Services, and the RingCentral networks; and to enforce the terms of this Section.
Neither You nor any End User may use or allow use of the Services in any of the following ways:
- (i) Illegal or inappropriate behavior. Using the Services in any manner that is in violation of applicable Law, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
- (ii) Distracted driving. Use while driving or otherwise in an unsafe manner.
- (iii) Spamming. Sending messages or advertisements, including email, voicemail, SMS, or faxes, without the consent of the recipient or otherwise in violation of applicable Law.
- (v) Harvesting information. Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
- (vi) Auto-dialing. Performing auto-dialing or ‘predictive’ dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls) in violation of applicable Law, or in an excessive or otherwise abusive manner.
- (vii) Transmitting viruses. Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
- (viii) ID spoofing. Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS addresses or headers, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.
- (ix) Infringement of rights. Transmitting any material that may infringe, misappropriate, or otherwise violate the Intellectual Property rights, rights of privacy, personality, or publicity or other rights of RingCentral or third parties, including but not limited to the display or use of any RingCentral Mark in any manner that violates RingCentral’s then-current policies on its trademark and logo usage or without RingCentral’s express prior written permission, or display or use of any Third-Party Mark without the prior written permission of the third party that owns any such Third-Party Mark.
- (x) Derivative Works. Undertaking, directing, attempting, causing, permitting, or authorizing the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any other software or hardware provided by RingCentral and used in conjunction with the Services.
- (xi) Illegal communications. Transmitting any communication that would violate any applicable Law, or using the Services to facilitate any illegal activity.
- (xii) Excessive usage. Utilizing the Services in excess of what, in RingCentral’s reasonable discretion, would be expected of normal business use.
- (xiii) Interfering with another customer’s use of the Services. Using the Services in any way that interferes with, disrupts, prevents or restricts other customers’ and third parties’ use and enjoyment of the services.
- (xiv) Network Interference. Interfering with, or disrupting, networks or systems connected to the Services.
- (xv) Avoiding compliance. Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid compliance with the Agreement or applicable Law.
- (xvi) Granting rights to third parties with respect to the Services. Selling; reselling; distributing; leasing; exporting; importing; or otherwise granting or purporting to grant rights to third parties with respect to the Services, and any software or hardware used in conjunction with the Services or any part thereof without RingCentral's prior written consent.
- (xvii) Unauthorized usage. Undertaking, directing, attempting, causing, permitting, or authorizing the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any software and hardware used in conjunction with the Services, or part thereof.
- (xviii) Circumvention of security measures. Defeating, disabling, or circumventing any security mechanism related to the Services.
- (xix) Interception. Intercepting, capturing, sniffing, monitoring, modifying, emulating, decrypting, or redirecting, any communication or data for any purpose, including, without limitation, by causing any product to connect to any computer server or other device not authorized by RingCentral or in any manner not authorized in advance in writing by RingCentral.
- (xx) Unauthorized repair. Allowing any service provider or other third party – with the sole exception of RingCentral’s authorized maintenance providers acting with RingCentral’s express, prior authorization – to use or execute any software commands that facilitate the maintenance or repair of any software or hardware used in conjunction with the Services.
- (xxi) Unauthorized Access. Gaining access to or using (or attempting to gain access or use) any device, system, network, account, or plan in any unauthorized manner (including without limitation through password mining).
- (xxii) Trunking. Engaging in or to allowing trunking or forwarding of Your RingCentral telephone or facsimile number to (an)other number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
- (xxiii) Traffic Pumping. Engaging on or allowing traffic pumping or access stimulation of calls through Your Services or the RingCentral systems.
- (xxiv) Using any RingCentral Mark without consent. Displaying or using any RingCentral Mark in any manner in violation of the applicable RingCentral Party’s then-current policies on its trademark and logo usage or without the applicable RingCentral Party’s express, prior written permission, to be granted or denied in that RingCentral Party’s sole discretion.
- (xxv) Using any Third Party Mark without consent. Displaying or using any Third Party Mark without the prior, written consent of the third party that owns the Third Party Mark.
- (xxvi) Protected Health Information. If You qualify as a “covered entity,” “business associate,” or “subcontractor” under HIPAA or are otherwise subject to HIPAA: (1) transmitting, receiving, or storing protected health information (“PHI”) on a non-temporary basis, transmitting or receiving PHI; or otherwise using the Services without the RingCentral HIPAA Conduit setting being active and in effect.
11. Customer Legal Compliance
You represent and warrant that all use and Usage of the Services, and Your Account(s), will at all times comply with all applicable Laws, including but not limited to all Laws relating to Do-Not-Call provisions; unsolicited marketing; telemarketing; faxing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user, end-use, and destination restrictions imposed by the United States, Canada, or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities.
- Termination by You. You may terminate this Agreement with thirty (30) days’ advance written notice to RingCentral in the event that RingCentral materially breaches this Agreement and fails to cure such material breach during such thirty (30) day notice period. In the event that You terminate this Agreement pursuant to this Sub-Section (Termination by You), You shall not be liable for any fees or charges for any period subsequent to the effective date of such termination, and RingCentral shall provide You with a pro-rata refund of all prepaid and unused fees or other amounts paid.
- Termination by RingCentral. RingCentral may terminate this Agreement with thirty (30) days’ advance written notice to You in the event of Your material breach of the Agreement, and fail to cure such material breach after thirty (30) days of being notified of such breach. Termination for Your material breach shall not relieve You of Your commitment to pay for the Services for the Initial Term or then-current Renewal Term.
- 30-Day Trial. Customer may terminate this Agreement with written notice to RingCentral at any time within the first thirty (30) days of the Initial Term. In the event of a timely termination, Customer shall not owe any fees or charges for the services being canceled in respect of any period subsequent to the date of such written notice (except those arising from continued Usage), and shall be entitled to a pro-rata refund of any prepaid and unused fees for the services subject to the cancelation.
13. Limitations of Liability.
- Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.
- Direct Damages Cap. EXCEPT AS SET FORTH BELOW, RINGCENTRAL’S TOTAL AGGREGATE LIABILITY SHALL EXCEED THE SERVICES FEES PAYABLE HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THE LIABILITY.
By RingCentral. RingCentral shall defend You, Your Affiliates, and their directors, and employees against any claim, allegation, action, lawsuit, demand, or proceeding by a third party (a “Third Party Claim”) that the Services, as provided by RingCentral, infringe a third party’s IP Right and shall indemnify the foregoing parties and hold them harmless from and against any actual, out-of-pocket costs, expenses, fees, fines, or damages paid by such a party arising or resulting from any such Third Party Claim, provided that such Third Party Claim does not arise from:
- Any unapproved modification, enhancement, or alteration of any Services by Customer, or any non-RingCentral software or hardware used in conjunction with the Services without RingCentral’s approval, or combination thereof with any other technology, product, service, data, software, information, design, specification, or other material not provided or approved by RingCentral or at RingCentral’s request,
- Failure to promptly install any updates of any software or firmware provided with the Services of which Customer receives notice from RingCentral, or to accept or use modified or replacement items provided by or on behalf of RingCentral,
- Breach of the Agreement or use of the Services, or
- A Third Party Claim by Your Affiliate, successor, or assignee or any party working in concert with You.
If RingCentral determines in its sole discretion that the use and/or licensing of any Services, and/or any software or hardware provided with the Services, or any component thereof infringes or otherwise violates any IP Right or proprietary right or may be subject to any claim of infringement of any such right, then RingCentral may elect, at its sole option, to do any one or combination of the following: (i) procure the license(s) or other right(s) that it deems necessary to allow continued use or receipt of the item(s) or services at issue; or (ii) replace or modify the item(s) or services at issue in such a manner as RingCentral chooses in its sole discretion to address the potential infringement or violation. You shall provide RingCentral assistance and cooperation in good faith as RingCentral reasonably determines its course of action. If RingCentral determines in its sole discretion that the actions set forth above in this paragraph may not be commercially reasonable or may not address the issue to RingCentral’s satisfaction, then RingCentral may terminate this Agreement, in which case You shall not owe any fees or charges for any period subsequent to the date of such termination.
RingCentral’s obligations under this Sub-Section 13.1 shall be RingCentral’s sole and exclusive liability and Your sole and exclusive remedies with respect to any actual or alleged intellectual property violations.
By You. You shall defend RingCentral against – and shall indemnify and hold RingCentral harmless from and against any actual, out-of-pocket losses (including without limitation any fines, damages, expenses, reasonable legal fees, and costs) related to – any Third Party Claim based on or arising from Customers:
- Violation of applicable law,
- Failure to promptly install any updates of any software or firmware used in conjunction with the Services, or to accept or use modified or replacement items provided by or on behalf of RingCentral, or
- Material Breach of this Agreement
15. General Terms
- Relationship of the Parties. The Parties’ relationship under the Terms is that of independent contractors. Nothing in the Terms shall constitute or create any employment, partnership, association, joint venture, agency, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any way.
- Notices. Unless otherwise specified in one of the documents, webpages, or other content comprising the Agreement with respect to a particular type of notice permitted or required to be given thereunder, any notice required or permitted under the Terms shall be in writing and delivered via email to Legal@ringcentral.com and the email address of Your designation.
- Currency. All dollar amounts are expressed in Canadian dollars for Canadian customers and in United States dollars for American customers, or as agreed by the Parties.
- Force Majeure. Excluding either Party’s payment obligations under the Terms, neither Party shall be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of God; national emergency; riot; war; terrorism; governmental act or direction; Laws; failure, outage, or unavailability of third party network(s), products, or system(s); fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; or strike or labor disturbance. In the event that the affected Party is prevented from performing an obligation under the Terms for more than forty-five (45) consecutive days, either Party may terminate the Terms on notice to other Party.
- Third-Party Beneficiaries. Nothing in the Terms, express or implied, is intended to or shall confer upon any person or entity other than the Parties themselves any right, benefit, claim, or remedy as a third party beneficiary or by any other nature whatsoever under or by reason of the Terms.
- Legal Capacity. Each Party represents and warrants that: (i) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (ii) the individual signing the Terms has full power and authority to execute and deliver the same; and (iii) the Terms shall be a binding obligation of that Party.
- Choice of Law. The Agreement is governed by and intended to be construed under the laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Your use of the Services.
- Good Faith Attempt to Settle Disputes. In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a representative duly authorized to negotiate and settle the dispute on that Party’s behalf, which representatives shall meet in person to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.
- Venue. In the event that the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding shall be brought in and adjudicated by state or federal courts located in the city and county of San Francisco, California, United States of America. Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such courts lack jurisdiction.
- Class Action Waiver. Any actions, lawsuits, or shall be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or in any other proceeding in which any party acts or proposes to act in a representative capacity.
- Equitable Relief. You agree that any breach of RingCentral’s IP Rights will cause RingCentral irreparable harm for which monetary damages will be inadequate and RingCentral may, in addition to other remedies available at law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement.
- No Waiver. In no event will any failure or delay by a Party to assert or exercise any right, demand fulfilment or performance of any obligation, or avail itself of any remedy under the Terms, in whole or in part, be deemed a waiver of any right or remedy under the Terms on such occasion or any other occasion. Except as otherwise expressly stated, all rights and remedies stated in the Terms are cumulative and in addition to any other rights and remedies available at law, or in equity.
- Entire Agreement. The Terms constitute the entire agreement between the Parties and supersede and replace any and all prior or contemporaneous understandings, proposals, representations, statements, or agreements, whether oral, written, or otherwise, regarding such subject. RingCentral expressly rejects in their entirety any additional or conflicting terms or conditions contained in any order confirmation, sales acknowledgment, Customer purchase order, or similar Customer document, which the Parties agree are solely for their convenience.
- Assignment. Neither Party may assign the Agreement or any portion thereof without the other Party’s prior written consent (which such consent shall not be unreasonably withheld or delayed), however either party may assign the Agreement and all of that Party’s rights and obligations thereunder to: (i) a person or entity that is controlled by that Party, controls that Party, or is under common control with a Party (for purposes of this clause, “control” means beneficial ownership of all of an entity’s then-outstanding voting securities or ownership interests) (that Party’s “Affiliate”)); or (ii) the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets, or the transfer or disposition of more than fifty percent (50%) of a Party’s voting control or assets. The Terms shall bind and inure to the benefit of the Parties, their permitted assigns, and their successors.
- Severability. If any provision or portion of the Terms is determined to be invalid, unlawful, illegal, void, or unenforceable, in whole or in part, then (i) that provision or portion shall be construed in such a manner as to render the provision or portion enforceable and, to the extent possible, to reflect the Parties' original intent and (ii) the remaining provisions and portions of the Terms shall remain in full force and effect.
Survival. The following shall survive termination of this Agreement:
- Your payment obligations hereunder;
- terms relating to intellectual property ownership, customer representations, confidentiality, storage of user information, publicity rights, non-disparagement, indemnification, warranty disclaimers, limitations of liability, dispute resolution and arbitration, and choice of law; and
- all provisions that are intended by their nature to survive termination of this Agreement.