RingCentral® Mobile Application End User License Agreement

 

Date of Last Revision: October 2009

This End User License Agreement (“EULA”) constitutes a legal agreement between you and RingCentral, Inc., a California corporation, and its subsidiaries, affiliates, agents, and/or licensors (“RingCentral”, “we” or “us”) for RingCentral’s mobile service (“RingCentral MobileSM Service) and software application (the “Licensed Application”) made available by or through other companies (“Third Parties”) for use on other mobile devices (e.g., Research in Motion® for use on Blackberry ® or Apple Inc. (“Apple”) Application Store for use on the iPhone).

You acknowledge that the EULA is concluded between you and RingCentral only, and not the Third-Party, and that RingCentral, not any Third-Party, is solely responsible for the Licensed Application and the content thereof. You agree that you may not use the Licensed Application in any way that conflicts with or violates the terms of service or other agreements between you and any third-party You also acknowledge and agree that such Third-Parties, and their subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of the EULA, such Third-Parties will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary thereof.

NO 911 CALLING

DO NOT USE THE RINGCENTRAL MOBILESM APPLICATION TO CALL 911. IN AN EMERGENCY, EXIT THE RINGCENTRAL MOBILESM SERVICE AND DIAL 911 FROM YOUR IPHONE.

YOU ACKNOWLEDGE AND AGREE THAT THE RINGCENTRAL MOBILESM APPLICATION IS NOT A SUBSTITUTE FOR A TRADITIONAL TELEPHONE AND THAT YOU WILL NOT USE THE RINGCENTRAL MOBILESM SERVICE TO CALL 911.

NO iPOD OR iTOUCH CALLING

THE RINGCENTRAL MOBILESM SERVICE CANNOT BE USED TO MAKE OR RECEIVE CALLS, INCLUDING 911 CALLS, FROM ANY iPOD OR iTOUCH DEVICE EVEN THOUGH THE RINGCENTRAL MOBILESM APPLICATION MAY BE DOWNLOADEDABLE TO AND/OR DISPLAY A RINGOUT DIAL-PAD ON SUCH DEVICES. IN AN EMERGENCY, EXIT THE RINGCENTRAL MOBILESM SERVICE AND DIAL 911 FROM A TRADITIONAL PHONE DEVICE (LANDLINE OR CELL PHONE) WITH 911 DIALING CAPABILITIES.

ADDITIONAL AGREEMENTS

Your use of the RingCentral MobileSM Service and Licensed Application may be governed by one or more other agreements with RingCentral in addition to the terms set forth herein. If you use the RingCentral MobileSM Service, you are required to agree to the Terms of Service for the RingCentral MobileSM Service. The most recent version of the RingCentral MobileSM Service terms and conditions is available here.

You may choose to purchase or use other RingCentral services, including, telephone services, fax services, and related services (“Other Service” or “Other Services” and, collectively with the RingCentral MobileSM Service, the “Service” or “Services”). Your use of the Other Services requires you to agree to the RingCentral General Terms of Service. If you access the Services through RingCentral’s website (the “Website”), you are required to agree to be bound by the Website terms of use. If you access Services through RingCentral’s Softphone™ software, you are required to agree to the End User License Agreement for that software. RingCentral also offers DigitalLineSM™ Voice over Internet Protocol (“VoIP”) services (“DigitalLineSM™ Service” or “DigitalLineSM™ Services”. Using DigitalLineSM™ Service requires you to agree to the Supplemental Terms of Service for RingCentral® DigitalLineSM™ VoIP Services. If you use RingCentral’s DigitalLineSM™ Services, those services are also included in the definition of Other Services above.

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 use the Licensed Application for the sole purpose of accessing the RingCentral MobileSM Services on any mobile device you own or control and as permitted by any Third-Party agreement(s) related to said mobile devices or the use thereof.

Intellectual Property Rights. You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) in the RingCentral MobileSM Service and Licensed Application are and shall remain the exclusive property of RingCentral and/or its licensors. Nothing in this EULA 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. You acknowledge and understand that all title and rights in and to any third party content that is not contained in the RingCentral MobileSM Service and Licensed Application, but may be accessed through the Services, is the property of the respective content owners and may be protected by applicable patent, 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 Licensed Application 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 Licensed Application, 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 Services or Licensed Application 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 Licensed Application. RingCentral, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Services or Licensed Application. You acknowledge and agree that RingCentral has no obligation to make available to you any subsequent versions of the Licensed Application. 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 Services or Licensed Application.

In addition, you and RingCentral acknowledge that no Third-Party has no obligation whatsoever to furnish any maintenance and support services with respect to the Services or Licensed Application and that RingCentral is solely responsible for the provision of maintenance and support to the extent such maintenance and support is required under applicable law.

TERMINATION

RingCentral reserves the right to modify immediately your use of the Services and Licensed Application, including by blocking access to the Services, if RingCentral determines that your use of the Licensed Application violates or has at any time violated this EULA or any other applicable agreement between you and RingCentral.

Upon termination of this EULA by you or by RingCentral, you (a) acknowledge and agree that all licenses and rights to use the Services and Licensed Application shall terminate, (b) will cease any and all use of the Licensed Application, and (c) will remove the Licensed Application from all mobile devices, hard drives, networks, and other storage media in your possession or under your control.

LEGAL COMPLIANCE AND EXPORT RESTRICTIONS

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also acknowledge that the Services and Licensed Application may be subject to other 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.

WARRANTY DISCLAIMER

THE SERVICES AND LICENSED APPLICATION 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. 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 SERVICES AND LICENSED APPLICATION SHALL BE BORNE SOLELY BY YOU.

RINGCENTRAL MAKES NO WARRANTY THAT THE SERVICES AND LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE SERVICES AND LICENSED APPLICATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES AND LICENSED APPLICATION 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 SERVICES AND LICENSED APPLICATION.

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.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

IN THE EVENT OF ANY FAILURE OF THE SERVICES AND LICENSED APPLICATION TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY RINGCENTRAL, AND RINGCENTRAL WILL REFUND THE PURCHASE PRICE, IF ANY, FOR THE LICENSED APPLICATION ONLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RINGCENTRAL WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE SERVICE AND LICENSED APPLICATION AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY APPLICABLE WARRANTY WILL BE RINGCENTRAL’S SOLE RESPONSIBILITY. RINGCENTRAL DOES NOT HEREBY WAIVE OR LIMIT THE WARRANTY DISCLAIMERS SET FORTH ABOVE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL RINGCENTRAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC (INCLUDING, BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS) 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 GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID, IF ANY, BY YOU FOR THE LICENSED APPLICATION AND ANY 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.

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 Services and Licensed Application, (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.

You and RingCentral acknowledge that, in the event of any third party claim that your possession and use of the Services or Licensed Application infringes that third party’s intellectual property rights, RingCentral, not any Third-Party, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

PRIVACY

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

NOTICES/CONTACT INFORMATION

All communication with RingCentral should specify your name and Account information. RingCentral’s contact information is as follows:

RingCentral, Inc. 1400 Fashion Island Blvd, 7th Floor San Mateo, CA 94404 legal@ringcentral.com 1-888-528-RING (7464)

All legal notices from you to RingCentral must be made in writing. Legal notice to us shall be effective when directed to our Legal Department and received at our address.

GENERAL INFORMATION

The laws of the state of California, excluding its conflicts-of-law rules, govern this EULA.

You acknowledge that RingCentral, not Apple, is responsible for addressing any claim by you or any third-party relating to the Licensed Application, or to your possession and/or use of the Licensed Application, including but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

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 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, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this EULA for any reason.

The section titles in this EULA are for convenience only and have no legal or contractual effect.

DISPUTE RESOLUTION

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.

OTHER LICENSES

Portions of the Software may also be governed by the additional terms of certain software licenses, which are available here: