RingCentral® Call Controller™ or Softphone End User License Agreement
Date of Last Revision: October 2009
This End User License Agreement (“EULA”) constitutes an agreement between RingCentral, Inc., a California corporation, and its subsidiaries, affiliates, agents, and/or licensors (“RingCentral”, “we” or “us”), and the end-user customer (“Customer”, “you” or “user”) for RingCentral’s Call Controller™ or Softphone software (the “Software”).
1. NO 911 CALLING IF YOU DO NOT SUBSCRIBE TO RINGCENTRAL DIGITALLINE VOIP SERVICES.
The RingCentral Call Controller or Softphone is a downloadable software that acts as a graphical user interface (GUI) on your computer. The Call Controller or Softphone allows you to control inbound calls by, among other things, accepting and answering inbound calls, sending the inbound calls to voicemail, and responding to an inbound call using RingCentral’s interactive voice response (IVR) system. The Call Controller or Softphone also allows you to access your RingCentral account to view your call-logs, change your user preferences, etc. However, absent RingCentral DigitalLine VoIP Services, the RingCentral Call Controller or Softphone does not allow you to place outbound calls. Therefore, RingCentral Call Controller or Softphone does not offer 911 or emergency calling unless you subscribe to RingCentral DigitalLine VoIP Services.
- If you do not subscribe to RingCentral DigitalLine VoIP Services, you must make alternative arrangements to place 911 calls using your landline, mobile or cell phone and should not rely on RingCentral for 911 calling capability.
- If you do subscribe to RingCentral DigitalLine VoIP Services, you are advised that 911 calling using RingCentral DigitalLine VoIP Services is different than traditional 911 calling and subject to certain limitations and restrictions described more fully below in Availability and Limitations of 911 Service in the Supplemental Terms of EULA for RingCentral® DigitalLineSMVoIP Services for Canada. You are hereby advised to carefully fully read the Supplemental Terms of EULA for RingCentral® DigitalLineSMVoIP Services for Canada if you subscribe to RingCentral® DigitalLineSMVoIP Services.
IF YOU DO NOT SUBSCRIBE TO RINGCENTRAL DIGITALLINE VOIP SERVICES, DO NOT USE THE SOFTWARE TO CALL 911. IN AN EMERGENCY, EXIT THE SOFTWARE AND DIAL 911 FROM YOUR LANDLINE, MOBILE OR CELL PHONE.
YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS NOT A SUBSTITUTE FOR A TRADITIONAL TELEPHONE AND THAT YOU WILL NOT USE THE SOFTWARE TO CALL 911 IF YOU DO NOT SUBSCRIBED TO RINGCENTRAL DIGITALLINE VOIP SERVICES.
Waiver of Claims. You waive all claims and causes of action against RingCentral, its directors, officers, employees, subsidiaries and assigns, arising from or relating to RingCentral’s provision of 911 service, unless the claims or causes of action arise from RingCentral’s gross negligence, recklessness, or willful misconduct.
2. ADDITIONAL AGREEMENTS
3. LICENSE AND RESTRICTIONS
Subject to the terms of this EULA, RingCentral hereby grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to download, install and use the Software on your device for the sole purpose using the Services. You may download, install and use the Software only on one device for each Account for your personal use.
No grant of Intellectual Property Rights. You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) in the Software are and shall remain the exclusive property of RingCentral and/or its licensors. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in you. You are only entitled to the limited use of the rights granted to you in this EULA. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this EULA, as well as a violation of applicable intellectual property laws copyright laws, and trademark laws. You acknowledge and understand that all title and rights in and to any third party content that is not contained in RingCentral, but may be accessed through the Services, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
No Grant of Rights to Third Parties and No Resale. You agree 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 the Software or Services or any part thereof without our prior written consent. If you are interested in reselling products or services offered by RingCentral, you are encouraged to join our affiliate network by visiting http://www.ringcentral.com/partners.asp.
No Modifications. You agree not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software, the Services, or any part thereof. You agree not intercept, capture, emulate, or redirect the communications protocols used by RingCentral for any purpose, including without limitation causing the Software to connect to any computer server or other device not authorized by RingCentral or in a manner not authorized by RingCentral.
New Versions of the Software. RingCentral, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software. You acknowledge and agree that RingCentral has no obligation to make available to you any subsequent versions of the Software. You also agree that you may have to enter into a renewed version of this EULA if you want to download, install or use a new version of the Software.
4. USE OF YOUR DEVICE
You hereby acknowledge that RingCentral may use the processor and bandwidth of your computer (or other applicable device) for the limited purpose of allowing you to use the Services.
5. PROTECTION OF YOUR PASSWORD
You are solely responsible for maintaining the confidentiality of any passwords or other confidential information required to access the Services. You are responsible and liable for all activities conducted through your Account, even if these activities occur without your permission. You agree to notify RingCentral immediately and in writing of any unauthorized and/or fraudulent use of your Account. You agree to indemnify RingCentral against any and all third party claims and all related liabilities arising out of, or relating to, the use of your Account. RingCentral will not be liable for any damages resulting from the unauthorized and/or fraudulent use of your Account.
RingCentral reserves the right at its sole discretion to change certain Account information, including your password, if it believes such changes are reasonably necessary to prevent fraudulent use of your Account or to assist RingCentral in providing or upgrading the Services.
6. TERMINATION AND MODIFICATION
You may cancel your use of the Services with or without cause at any time by calling RingCentral at (800) 574-5290. RingCentral is available to take your call Monday-Friday between 9:00 a.m. - 5:00 p.m. PST.
You understand and agree that RingCentral may at any time, and without additional notice to you terminate, suspend, disconnect, discontinue or block access to some or all of the features of the Software and the Services if:
- RingCentral determines that your use of the Software or the Service violates or has at any time violated this EULA or any other applicable agreement between you and RingCentral, including but not limited to
- RingCentral determines that you have created or caused to be created multiple free accounts.
- RingCentral determines that such action is necessary to maintain or improve the Services, to prevent fraud or misrepresentation by affirmative acts and/or omissions, to protect other users or third parties, or for any other good cause.
- For any other reason RingCentral would restrict access to the Services, including but not limited to compliance with requests by law enforcement or other government agencies.
RingCentral shall not be liable to you or any third party for any reason for terminating your use or access to the Software. If you or RingCentral terminates your right to use the Software, you shall not be entitled to any refund or pro ration of any pre-paid amounts or credits.
Upon termination of this agreement by you or by RingCentral, you (a) acknowledge and agree that all licenses and rights to use the Software shall terminate, (b) will cease any and all use of the Software, and (c) will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control.
7. EXPORT RESTRICTIONS
You acknowledge that the Software may be subject to U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S and foreign laws that apply to RingCentral as well as end-user, end-use, and destination restrictions imposed by U.S. and foreign governments.
8. WARRANTY DISCLAIMER
THE SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS,” AND RINGCENTRAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF CANADA OR ANY PROVINCE THEREOF. RINGCENTRAL MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOTWARE IS FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SOFTWARE SHALL BE BORNE SOLELY BY YOU.
RINGCENTRAL MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. RINGCENTRAL IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SOFTWARE ARE AT YOUR SOLE RISK AND DISCRETION AND RINGCENTRAL WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO FOLLOW PROPER BACKUP PROCEDURES TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF THE SOFTWARE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RINGCENTRAL, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS EULA.
ALTHOUGH EVERY EFFORT IS MADE TO ENSURE THAT VOICEMAILS AND FAX TRANSMISSIONS ARE SECURE, RINGCENTRAL MAKES NO GUARANTEES OF SECURITY.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL RINGCENTRAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. RINGCENTRAL’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES RINGCENTRAL CHARGED YOU DURING THE ONE (1) MONTH IMMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold harmless RingCentral, its directors, officers, employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees), and damages resulting from (1) any negligent acts, omissions or willful misconduct by you, (2) your use of the Software, (3) any breach of this EULA by you, and/or (4) your violation of any law or of any rights of any third party. The provisions of this section are for the benefit of RingCentral and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers. Each of these individuals or entities expressly retains the right to assert and enforce those provisions directly against you on its own behalf.
12. FUTURE CHANGES TO THIS AGREEMENT
We may change the terms and conditions of this EULA from time to time upon delivery of electronic mail notice to you. Notices will be considered given and effective on the date sent to your registered electronic mail address. Such changes will become binding on you on the day immediately following the date the notice is emailed to you if you continue to use the Services. If you do not agree to the modifications, your only recourse is to discontinue use of the Software. The modified EULA supersedes all previously agreed to electronic and written license agreements governing the Software. You agree that you are solely responsible for (i) making sure that your registered email account is current and functional, (ii) checking your registered electronic mail on a daily basis, and (iii) making sure that RingCentral communications are not blocked or rendered undeliverable by you, your device, any software installed on your device, your Internet service provider or for any other reason.
Notices to you shall be effective when sent by email to the email address provided to us or, at our option, 3 days following the date deposited in regular United States Mail, postage prepaid, addressed to your address as kept in our files. You are responsible for notifying us of any changes in your address. Written notice to us shall be effective when directed to our Legal Department and received at our then-current address as posted on our website. Your notice must specify your name and Account information. All notices from you to RingCentral must be made in writing.
14. GENERAL INFORMATION
THE LAWS OF THE STATE OF CALIFORNIA, U.S.A., EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE RINGCENTRAL SERVICES.
If any part of this EULA is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.
The failure of RingCentral to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.
You agree and acknowledge that any breach of the provisions regarding intellectual property ownership contained in this EULA shall cause RingCentral irreparable harm and RingCentral may obtain injunctive relief as well as seek all other remedies available in law and in equity.
You agree not to transfer or assign this EULA or any of your rights under this EULA. Any purported transfer or assignment by you in violation of this section is void. Subject to the foregoing, this EULA shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
The provisions of this EULA relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this EULA for any reason.
The U.N. Convention for the Sale of Goods shall not be applicable to your purchase of RingCentral Services.
The section titles in this EULA are for convenience only and have no legal or contractual effect.
Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.
15. DISPUTE RESOLUTION
The laws of the state of California, U.S.A., excluding its conflicts-of-law rules, govern this Agreement and your use of the RingCentral Services. You agree that any disputes between you and RingCentral shall be adjudicated in the state and federal courts of the State of California, U.S.A. Venue for all claims and disputes between you and RingCentral shall be the county of San Mateo, State of California. You hereby consent to venue and personal jurisdiction in such courts with respect to such claims or disputes and irrevocably waive any right that such party may have to assert that such forum is not convenient or that any such court lacks jurisdiction. Some jurisdictions do not allow governing law provisions, so certain of the foregoing governing law provisions may not apply to you.
Notwithstanding the adjudication requirement above, for any dispute involving $10,000 or less, the party requesting relief may choose to resolve the dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution service mutually agreed on by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction. Some jurisdictions do not allow arbitration provisions, so certain of the foregoing arbitration provisions may not apply to you.
Copyright 2013 RingCentral, Inc. All rights reserved.
**The following Supplemental Terms of EULA only apply if you have subscribed for RingCentral® DigitalLineSMVoIP Services.
DIALING 911 AND REACHING EMERGENCY RESPONSE SERVICES
Availability and Limitations of 911 Service. You may use RingCentral’s DigitalLine VoIP Service to reach emergency response services by dialing 911. Because RingCentral DigitalLine VoIP 911 Service operates differently than traditional 911 service, there are circumstances under which 911 may not be available or may be in some way limited in comparison to traditional 911 service. Such circumstances include:
- Internet connection failure. If the connection to the Internet over which your RingCentral DigitalLine VoIP service is provided were interrupted, you would not have access to RingCentral DigitalLine VoIP service during that interruption and therefore would not have access to 911 service during that interruption.
- Relocation of your DigitalLine VoIP equipment. If you relocate your IP phone, ATA with traditional phone, or DigitalLine VoIP equipment (other than highly portable devices, which are discussed below that you use to access your RingCentral DigitalLine VoIP service, you must update your Registered Location. Calls you make using RingCentral DigitalLine VoIP will be routed to the national call center where a trained agent will assist you in reaching the proper PSAP. RingCentral will route all 911 calls to the National Emergency Call Center. Emergency personnel do not automatically receive your phone number or physical location when your 911 call is routed to the National Emergency Call Center and therefore, you must be prepared to provide your current location and phone number when you dial 911. You must not disconnect the call unless told to do so, and you should call back if the call is disconnected. Keep your service address up to date. RingCentral will attempt to provide the emergency operator with your service address, so please ensure that your information on file with us is always accurate and updated. If you do not do this (for example, if you are unable to speak during a 911 call), the emergency operator may assume that you are calling from the last registered address. Once you notify us of a change in your Registered Location, there may be a delay in making the new Registered Location available to properly route 911 calls and to advise national call centers of your Registered Location.
- Highly-portable devices and the National Emergency Call Center. Highly-portable devices are physical phone devices such as Wi-Fi phones or your RingCentral Call Controller™ or Softphone. Highly-portable devices do NOT include VoIP services. Calls from highly-portable devices will be routed to the national call center where a trained agent will assist you in reaching the proper PSAP. RingCentral will route all 911 calls to the National Emergency Call Center. Emergency personnel do not automatically receive your phone number or physical location when your 911 call is routed to the National Emergency Call Center and therefore, you must be prepared to provide your current location and phone number when you dial 911. You must not disconnect the call unless told to do so, and you should call back if the call is disconnected.
- Loss of electrical power. Unless you have a backup system to power both your Internet connection and any device (PC with Call Controller or Softphone, IP phone, ATA with traditional phone, or other device) that you use to access your RingCentral DigitalLine VoIP service, you will not have phone service or 911 service during any power outage. Because access to RingCentral DigitalLine VoIP service via any battery powered device such as a PC with Call Controller or Softphone requires an Internet connection, 911 service will not be available unless you have a backup system to power your Internet connection even if your device can still operate using battery power.
Registration of Physical Location Required. You must register the physical location (“Registered Location”) where you will be using DigitalLine VoIP service for each DigitalLine VoIP phone line you purchase from RingCentral (e.g., if you purchase the RC Office Service Plan with four (4) DigitalLine VoIP lines, you must provide the Registered location for each DigitalLine VoIP line). RingCentral will obtain your Registered Location as part of the service initiation process, and will not provide service until you have provided your initial Registered Location. You must update your Registered Location when you use your DigitalLine VoIP service from a new location. Regardless of what address you register for a highly-portable device, emergency calls you make from these devices will be routed to the National Emergency Call Center.
If you do not update your Registered Location, 911 calls you make with your DigitalLine VoIP service will be routed based on your previously provided Registered Location and therefore may not be routed to the appropriate PSAP for your current location. In addition, because RingCentral will, where possible, automatically transmit your Registered Location to the PSAP, you must update your Registered Location to ensure that RingCentral transmits accurate location information to the PSAP. You may update your Registered Location by logging on to your online account or calling 1-800-574-5290. For purposes of 911 Dialing, you may only register one Registered Location at a time for each DigitalLine VoIP line.
You agree to provide true, accurate, current and complete Registered Location information to RingCentral as part of the service initiation process and to update as soon as possible your Registered Location with true, accurate, current and complete information whenever you use your DigitalLine VoIP service from a new location. If you provide Registered Location information that is, or that RingCentral suspects to be, false, inaccurate, not current, or incomplete, RingCentral has the right to suspend or terminate the Services and refuse any and all current or future use of all Services, or any portion thereof. Ring Central will not, however, disable your ability to make a 911 call during any service suspension.
Notify All Users. You agree to inform all business colleagues, household residents, guests and other third persons who may be present at the physical location where you utilize DigitalLine VoIP service of the circumstances under which 911 may not be available or may be in some way limited in comparison to traditional 911 service. RingCentral will provide subscribers to its DigitalLine VoIP service with stickers warning that “VoIP 911 service is different than traditional telephone 911 services. Before dialling 9-1-1 make sure you know your address/location. 9-1-1 service will not be available if there is a power failure or service outage. For more details visit www.ringcentral.com” by including stickers with any DigitalLine VoIP equipment and/or by mailing stickers to subscribers upon service initiation. It is your responsibility to place these stickers on the equipment you use to access DigitalLine VoIP service. If you have not received a sticker, or you require additional 911 Stickers, please contact our customer care department at 1-800-574-5290.
Disclaimer of 911 Liability. RingCentral disclaims all responsibility for the conduct of PSAPs and all other third parties involved in the provision of emergency response services. RingCentral does not have any control over PSAPs and is therefore not responsible for whether they answer 911 calls made using DigitalLine VoIP service, how they answer these calls, or how they handle these calls. RingCentral relies on third parties to assist it in the provision of 911 service, and disclaims any and all liability for acts or omissions by third parties in the provision of RingCentral’s 911 service. Neither RingCentral nor its officers or employees may be held liable for any claim, damage, or loss (including, without limitation, attorneys’ fees) by, or on behalf of, you or any third-party user of RingCentral’s 911 dialing capability.
Waiver of Claims. You waive all claims or causes of action arising from or relating to RingCentral’s provision of 911 service unless the claims or causes of action arise from RingCentral’s gross negligence, recklessness, or willful misconduct. You waive all claims and causes of action arising from or relating to the provision of 911 services by RingCentral’s third-party suppliers unless the claims or causes of action arise from the third-party supplier’s gross negligence, recklessness, or willful misconduct.