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RingCentral® Call Controller™
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 software (the “Software”).

You are required to indicate your assent to this EULA agreement through one or more mechanisms provided by RingCentral, (e.g. clicking on a button indicating your agreement to the EULA) before installing and using the software. This EULA agreement incorporates the following information: Privacy Policy. This Agreement Governs Your Use Of The Software; Please Read It Carefully Before Indicating Your Assent.

1. DIALING 911 AND REACHING EMERGENCY RESPONSE SERVICES

Availability and Limitations of 911 Service. You may use the Software and RingCentral’s DigitalLine SM Service to reach emergency response services by dialing 911. Because RingCentral DigitalLine 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:

Registration of Physical Location Required. You must register the physical location (“Registered Location”) where you will be using DigitalLine service for each DigitalLine phone line you purchase from RingCentral (e.g., if you purchase RingCentral Office with four DigitalLine lines, you must provide the Registered Location for each DigitalLine 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 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 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 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 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 should inform all business colleagues, household residents, guests and other third persons who may be present at the physical location where you utilize DigitalLine 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 service with stickers warning that “E911 Service May Be Limited or Not Available” by including stickers with any DigitalLine 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 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 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.

2. ADDITIONAL AGREEMENTS

Because the Software is available for use only with RingCentral’s telecommunication, facsimile, and related services (“Service” or “Services”) associated with your assigned toll free and/or local number account (“Account”), your use of the Software is governed by one or more other agreements with RingCentral that set forth the Terms of Service for the Services. Specifically, the Services are subject to the terms and conditions set forth in the RingCentral Terms of Service, available here. RingCentral also offers DigitalLine Voice over Internet Protocol (“VoIP”) services. Upgrading your Account to add DigitalLine VoIP features requires you to agree to the Supplemental Terms of Service for RingCentral DigitalLine VoIP Services, available here. If you subscribe to RingCentral’s DigitalLine services, those services are also included in the definition of Services above. RingCentral also offers RingCentral Mobile Services (“RC Mobile”) which allows you to use some or all of the services via a mobile device (e.g., cell phone). Using the RingCentral Mobile service requires you to agree to the RingCentral Mobile Supplemental Terms of Service and RingCentral Mobile End User License Agreement available here. Finally, if you access the Services through RingCentral’s website (the “website”), you hereby agree to be bound by the website terms of use, available here.

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 of 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 sole and exclusive property of RingCentral and/or its licensors. Nothing in this Agreement intends to or shall transfer any IP Rights to, or 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. You acknowledge and understand that all title and rights in and to any third party content that 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 to 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 to 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.and 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 shall not be liable to you or any third party for any reason for terminating or suspending your use or access to the Software. If you or RingCentral terminates or suspends 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 EULA 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 THE UNITED STATES OR ANY STATE THEREOF OR ANY COUNTRY. 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, PARTNERS OR AFFILIATES 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.

10. INDEMNIFICATION

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.

11. PRIVACY

RingCentral’s privacy policy is available here. By using the Software, you consent to the collection, use and disclosure of personal information as set out in the privacy policy.

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 addressIf 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 routine 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.

13. PLANS AND PRICING

RingCentral offers a several metered paid-calling plans and unlimited plans as more fully described in the Terms of Service and at the Plans and Pricing page. Each of the metered paid-calling plans provides for a toll-free or local number and a fixed number of monthly credits. The unlimited plans do not provide for a cap on monthly credits, but certain reasonable use and other restrictions do apply as more fully described in the Terms of Service. The metered paid-calling plans also provide for additional credits (purchased credits) to be auto-purchased by you any time you exceed your current monthly or purchased credits. However, in some limited instances, calls placed under a metered-plan are not counted against your monthly allotment (e.g., calls made via local phone number to leave or check voicemail, configure a system and calls answered on the RingCentral softphone). Please check the details of your metered plan to determine which calls (if any) are not counted against your monthly minute allotment. All of these credits (“Plan Credits”) are quoted in terms of domestic minute usage, and are thus referred to as “minutes.” As explained in the Terms of Service, international calls may be charged at a different rate than domestic calling, and a Plan Credit “minute” therefore will not entitle you to a minute of calling to some or all international points. Plan credits cannot be redeemed for cash or other monetary value. Plan Credits may only be used by the holder of the account to which the Plan Credits have been credited, and may not be sold, transferred, or assigned, or used by another user or with another user’s account. Your monthly credits expire at the end of the relevant Service month and do not “roll over” to the next month Unused purchased credits do roll-over month-to month, but expire 12 months after purchase.

14. NOTICES

Notices to you shall be effective on the date sent to your registered electronic mail address when sent by email 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 email and postal 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 set by you to RingCentral must be made in writing.

15. 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.

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.

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 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.

16. DISPUTE RESOLUTION AND OPTIONAL ARBITRATION

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.

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 may place limits on dispute resolution provisions, so certain of the foregoing requirements may not apply to you.


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