Premium Support Offerings Standard Terms & Conditions

This Agreement governs the provision of Premium Support Offerings by RingCentral, Inc. (“RingCentral”) in connection with the undersigned subscriber (“Customer”) of RingCentral Office® and other related Service offerings. This Agreement represents the entire agreement between the parties with respect to Support Offerings (as such capitalized terms are defined below)

1. Definitions

1.1. “Agreement” means these Premium Support Offerings Standard Terms and Conditions.

1.2. “Confidential Information” means any and all technical and non-technical information either party provides to the other party hereunder that is marked or otherwise identified at the time of disclosure as confidential or proprietary, including trade secrets, know-how, firmware, designs, schematics, techniques, Software code, technical documentation, specifications, pricing, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to either party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in written, oral, graphic or electronic form.

1.3. “Feature Release” means an enhancement to an existing Service offering.

1.4. “Hardware” means a RingCentral phone or other communications device purchased from RingCentral or a RingCentral authorized reseller, including its components and spare parts, but excluding any software and firmware.

1.5. “Maintenance Release” means a Service release created to resolve known problems with existing versions of Service.

1.6. “Out-of-Scope Services” means any services requested by Customer which: (a) are not included in the Support Offerings purchased by Customer as set forth in the relevant purchase order, or (b) Support Offerings requested or scheduled to occur subsequent to the expiration or termination of the then current Support Offerings Period. Out-of-Scope services include, without limitation, customized implementations and customizations as well as any services not expressly covered under this Agreement.

1.7. “Patch Release” means a temporary fix developed for individual, known Service issues.

1.8. “Remote Technical Support” means telephone and web-based support.

1.9. “Service” means the RingCentral Office proprietary software, products, features and/or other services licensed to the Customer by RingCentral under the applicable Terms of Service (TOS) and End User License Agreement(s) (“EULA”), which includes, without limitation, Service features, protocols, authorized updates and upgrades or other supplements to the Service, images, music, text and/or animations incorporated into the Service, media, printed computer software features, protocols, media, printed materials, or online or electronic documentation, provided by RingCentral or made available for download in connection with the Customer’s subscription.

1.10. “Service Updates” mean Feature Releases, Maintenance Releases, and Patch Releases.

1.11. “Support Offerings” means the premium support offering(s) purchased by Customer from RingCentral as described in Premium Support Offerings Scope, attached hereto.

1.12. “Support Offerings Period” means the period of time stated as the “Term” in the valid purchase order submitted by Customer and accepted by RingCentral, during which RingCentral will provide Support Offerings pursuant to this Agreement.

2. Support Offerings

2.1. Scope of Offering With respect to the initial Support Offerings Period and each renewal Support Offerings Period, RingCentral agrees to provide the Support Offerings purchased by Customer for current supported Hardware and Services, pursuant to RingCentral’s acceptance of a valid purchase order and in accordance with the terms and conditions of this Agreement and the relevant Support Service(s) description(s) in effect as of the effective date of the Support Offerings Period. RingCentral reserves the right to revise, modify or update the Support Offerings Descriptions from time to time with or without notice to Customer in its reasonable discretion.

2.2. Term The term of this Agreement will be coterminous with the term of your RingCentral Office Terms of Service Agreement(s).

2.3. Out-of-Scope Services

2.3.1. Notwithstanding any other provision herein, RingCentral shall have no obligation to provide Out-of-Scope Services or Support Offerings otherwise purchased under a valid purchase order where the request or need for such Out-of-Scope Services or Support Offerings arises or relates to any of the following conditions or events:

• Hardware that has been mishandled, altered by Customer or any other third party other than RingCentral or its authorized contractors, damaged or rendered inoperable due to willful or negligent acts or omissions, accident, Force Majeure (as defined herein), or operation of the Hardware other than as specified in RingCentral-supplied, applicable specifications.
• Any work performed at Customer’s site except as specified in the Out-of-Scope Services or Support Offering(s) purchase order mutually agreed upon by the parties.
• Products or components, including without limitation, software, services or hardware not provided by RingCentral, a RingCentral authorized service representative or a RingCentral-authorized reseller, or services performed by an entity other than RingCentral or an authorized RingCentral service representative.
• Damage to Hardware occurring while in transit or related to the relocation, and services accompanying or related to transit or relocation of the Hardware.
• Services related to third-party products, including without limitation, the following:
• 3rd party phone registration (RingCentral will provide registration information to the Customer Contacts);
• Firmware upgrades for 3rd party phones or routers;
• Upgrades to specific versions of firmware to work with SIP messaging on 3rd party phones and routers; and
• Configuration of network device(s).
• Customer’s failure to meet its responsibilities under this Agreement.
• Provisioning of accessories, supplies, or replacement of disposable parts for the Hardware.
• Any cleaning, painting, refinishing or cosmetic modification of Hardware.
• Customer’s failure to provide a proper internet connection, electrical power, environment or operating conditions for the RingCentral Hardware and any conditions or events arising out of such a failure to provide the required operating conditions for the RingCentral Hardware.

2.3.2. Although RingCentral is not required to provide Out-of-Scope Services, Out-of-Scope Services may be available for purchase from RingCentral, pursuant to a separate written agreement by and between RingCentral and Customer.

3. Subcontracting

Customer hereby acknowledges and agrees that RingCentral may subcontract the Support Offerings, in RingCentral’s sole discretion, to a third-party RingCentral authorized service representative.

4. End of Availability

If RingCentral ceases to provide any of the Services or Hardware, End of Availability (“EOA”) information will be communicated to Customer with respect to Customer’s Hardware or Service offerings then current within an active Support Offerings Period, pursuant to a notice to Customer at the current email address registered on the RingCentral account for Services.

5. End of Support

End of Support (“EOS”) means the last date RingCentral will support Hardware or Service that has been identified as discontinued in an EOA notice. EOS information will be communicated to Customers with respect to Customer’s Hardware or Services then current within an active Support Offerings Period, pursuant to a notice to Customer at the current email address registered on the RingCentral account for Services. It is the responsibility of the Customer to ensure that the registered email on Customer’s account is set up to receive RingCentral email notifications. Notwithstanding the foregoing or Customer’s purchase of a Support Offering entitlement for a particular item of Hardware (“Covered Device”), RingCentral shall have no Support Offering obligations with respect to any Hardware, including any components, devices or storage connected to, or for Services intended to be used in conjunction with the Covered Device, beyond the published EOS date for such Hardware, components, devices, storage or Services.

6. Service Support Prerequisites

Provision of Service Support is conditional upon Customer having: (i) installed and operated the Service in accordance with the specifications provided by RingCentral; (ii) adequately described with specificity the nature of the Service issues Customer is experiencing and the circumstances in which they occur; (iii) reproduced the Service issue such that it can be confirmed and evaluated by RingCentral, and (iv) made no changes, additions, or modifications to the Service, directly or indirectly.

7. Service Support Exclusions

In addition to exclusions set forth at Section 2.3 of this Agreement, RingCentral shall have no obligation to provide Service Support in connection with any of the following conditions: (i) Service problems resulting from Customer or third-party modifications, customizations, or enhancements to the Service; (ii) correction of problems / assistance with problems caused by Customer error (such as entering of incorrect data, not following recommended procedures, keeping inadequate backup copies, etc.); (iii) issues related to Customer’s network, (iv) issues arising from changes to Customer’s network, LAN, ISP, system configuration, networking equipment, and/or overall Ethernet infrastructure; (v) correction of errors attributable to software other than the Software; (vi) administrator, Customer Contact and/or end user training services; (vii) Service Support that is requested by any user other than a designated Customer Contact; and (viii) on-site support services.

8. Customer Responsibilities

8.1. Customer Information. Customer’s compliance with the terms of this Agreement and all applicable TOS(es), EULA(s) and other RingCentral policies is a condition precedent to RingCentral’s obligation to provide Support Offerings hereunder. Customer understands and agrees that response time commitments can be met only if RingCentral has the most current, correct Customer information including, but not limited to, contact name, email address, contact telephone number and other information requested by RingCentral in connection with the provisioning of Services. If such information is not current, the response time may be delayed. RingCentral shall not be liable for response time delays due to Customer’s failure to provide up-to-date contact information to RingCentral.

8.2. Customer Contacts. Customer will designate up to two (2) technically qualified employees (“Customer Contacts”), specifically IT or telephone administrators, to serve as Customer’s primary points of contact for all Hardware and Service and any related support issues. The designated Customer Contacts will have sole responsibility and capability to communicate with RingCentral’s contacts regarding the Support Offerings and will be required to be the Customer contact during the Service setup. RingCentral reserves the right to refuse Support Offerings to end users or other personnel who are not designated Customer Contacts. RingCentral’s Support Offering technicians will send and respond to all service related communication to/from Customer's designated contact.

8.3. Data and Recovery. Customer will be solely responsible for management of its data back-up, data recovery, and disaster recovery measures. RingCentral will not be responsible or held liable for Customer’s internal processes, procedures or requirements to ensure the protection, loss, confidentiality, or security of Customer data or information. Neither RingCentral nor RingCentral authorized service representatives will be liable for any claims and/or liabilities relating to or arising out of this Section.

8.4. Reinstatement of Lapsed Support. In the event that Customer intends to reinstate Support Offerings that were either terminated pursuant to Section 13 of this Agreement or were not renewed after the original Support Offerings Period expired, Customer shall be required to pay an amount equal to any accrued Support Offerings for the period between the date of termination or lapse and the date upon which Customer requests reinstatement of Support Offerings as well as the amount due for the period of Support Offerings being purchased.

9. Payment Terms and Pricing

9.1. Payment Terms. RingCentral will invoice and charge Customer’s credit card on file for the Support Offerings in full at the time of purchase or monthly, as described in the relevant purchase order. By signing this Agreement, you hereby authorize and approve RingCentral to charge your credit card on file for all charges (including taxes and any additional fees) due for the Support Offerings. RingCentral reserves the right to charge Customer interest on any delinquent balance in addition to all other remedies herein, at law or in equity. The interest will be computed on a daily basis for each day that the payment is delinquent at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law.

9.2. Pricing. Prices will be based upon the current RingCentral price list for Support Offerings. RingCentral reserves the right to modify its Support Offerings pricing at any time, however with respect to Support Offerings already purchased for the current Support Offerings Period, such modification shall not take effect until the next Support Offerings Period. Pricing changes to Support Offerings shall be processed as a separate transaction in consideration of any of the following: (a) additional Support Offerings are required, (b) changes to the Customer’s Hardware or Services beyond what Customer originally purchased are required, (c) Customer renews Support Offerings upon the expiration of any Support Offerings Period; or (d) Customer purchases additional Hardware or Services and requests Support Offerings for the same.

10. Warranty

10.1. THE SUPPORT OFFERINGS PROVIDED HEREUNDER 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 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 SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OR MISAPPROPRATION OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS (INCLUDING PATENT AND TRADE SECRET RIGHTS). THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY CUSTOMER. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

11. Limitation of Damages

11.1. IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), SHALL RINGCENTRAL BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER SUCH PARTY, FOR ANY LOST PROFITS, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, LOST OR CORRUPTED DATA, OR SERVICE OR SUPPORT OFFERING DOWNTIME, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF ARISING OUT OF OR IN CONNECTION WITH SUPPORT OFFERINGS PROVIDED UNDER THIS AGREEMENT. 11.2. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, RINGCENTRAL’S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE FEES FOR SUPPORT OFFERINGS PURCHASED DURING THE THREE (3) MONTH PERIOD PRIOR TO THE TIME THE CLAIM AROSE.

12. Confidentiality.

Both parties will keep all Confidential Information, as defined herein, confidential and will not, without the prior written consent of the disclosing party, publish, disclose or otherwise make available, directly or indirectly, any item of Confidential Information to any person or entity other than its employees, agents, or contractors who have a need to know in the performance of their duties and who are under a similar written obligation limiting the use and disclosure of disclosing party’s Confidential Information as stated in this Section. The receiving party further agrees that it will use the Confidential Information solely in connection with the performance or receipt of the Support Offerings. Both parties will protect and maintain all Confidential Information with the same degree of care as it employs to protect its own Confidential Information, but at least with a reasonable degree of care. Each receiving party will not copy, duplicate, reverse engineer, reverse compile or attempt to derive the composition or underlying information of any Confidential Information. Confidential Information shall be (1) any information disclosed by either party, that is marked “confidential” or “proprietary” in the manner provided herein or (2) information disclosed orally or visually that is designated "confidential" or “proprietary” at the time of disclosure, and that the disclosing party summarizes in reasonable detail in a writing delivered to the other Party within 30 days. Notwithstanding, Confidential Information does not include any data or information which: (a) was in the receiving party’s lawful possession prior to the submission thereof by the disclosing party; (b) is later lawfully obtained by the receiving party from a third party under no obligation of secrecy; (c) is independently developed by the receiving party without the use or reference to the disclosing party’s Confidential Information; or (d) is, or later becomes, available to the public through no act or failure to act by the receiving party. Confidential Information will remain solely the property of the disclosing party. Notwithstanding the foregoing, any Support Offerings Materials, as defined below, technical information regarding Support Offerings, Hardware or software as well as any information available or accessible through the RingCentral’s customer online account portal is hereby deemed the Confidential Information of RingCentral, regardless of marking or identification.

13. Termination. This Agreement may be terminated as follows:

13.1. Immediately, upon the mutual written agreement of the parties;

13.2. By RingCentral, upon thirty (30) days prior written notice to Customer for any reason or no reason.

13.3 By either party, upon a thirty (30) days’ prior written notice, for default of any material term or condition by the other party [such notice period is reduced to five (5) days’ in the case of remitting payments when due or immediately where the claim is for alleged breach of confidentiality or intellectual property concern], unless the defaulting party has cured the default within such notice period; or

13.4 Immediately by RingCentral upon written notice to Customer if RingCentral decides for any reason, in its sole discretion, to stop offering the Support Offerings or the Service.

13.5. Immediately by either party where the other party becomes insolvent, files, or has filed against it a petition under applicable bankruptcy or insolvency laws which is not dismissed within ninety (90) days; proposes any dissolution, composition or financial reorganization with creditors; makes an assignment for the benefit of creditors; or if a receiver, trustee or similar agent is appointed or takes possession with respect to any property or business of the defaulting party.

14. Force Majeure

Neither party will be liable to the other for any delay in performing or inability to perform its obligations under this agreement (except for Customer’s payment obligations) caused by acts of God such as fire, storm, flood, or earthquake government acts, labor strikes, terrorism, and riots and misconduct outside of the either party’s control provided the affected party notifies the other party of such delay as soon as commercially practicable and uses commercially reasonable efforts to minimize potential damages.

15. General Provisions

15.1. Independent Contractors. The relationship of the parties created by this agreement is that of independent contractors and not that of employer/employee, principal/agent, partnership, joint venture or representative of the other. All Support Offerings, including but not limited to materials, information, discoveries, inventions, technical information, procedures, processes, software, firmware, technology, intellectual property (in the broadest sense) and/or know-how used, generated, created, developed or reduced to practice by or for RingCentral in connection with or related to the Support Offerings (“Support Offerings Materials”), and all intellectual property rights therein shall be considered the sole and exclusive property of RingCentral. Under no circumstances shall the Support Offerings or any Support Offerings Materials be deemed works made for hire as defined in 17 U.S.C. §101 et. seq., or any law similar thereto, nor shall Support Offerings Materials be deemed to include or embody Customer data or Customer Confidential Information. Except as expressly set forth herein, with respect to the Support Offerings Materials, no license of any kind is granted to Customer.

15.2. Disputes; Governing Law/Venue.

15.2.1. The parties shall use good faith efforts to resolve any disputes related to this Agreement, within twenty (20) business days of notice of such dispute. Such efforts shall include escalation of such dispute to a corporate officer level of each party.

15.2.2. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, excepting its conflict of laws rules. The California Superior Court at Santa Clara and / or the United States District Court for the Northern District of California at San Jose will have exclusive jurisdiction and venue over all controversies in connection herewith. The parties hereto agree to submit to the personal jurisdiction of the courts named above, and waive any claims of inconvenient forum.

15.3. Severability. In the event any provision of this agreement is held by a proper authority to be prohibited by law or unenforceable, such provision will be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

15.4. Assignment. Customer may assign this Agreement or any right or obligation hereunder, without the prior written consent of RingCentral. Any purported assignment in violation of this provision will be null and void. Notwithstanding the foregoing, RingCentral may assign its obligation to perform the Support Offerings hereunder to a third party with or without notice to Customer. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, and permitted assigns.

15.5. Notice. Except as otherwise expressly set forth herein, any notice required or permitted to be given RingCentral under this Agreement will be given in writing and delivered by confirmed fax, via email, in person, by express courier, or will be deposited postage prepaid via registered or certified United States mail, at the address below. All notices will be deemed to have been given and received on the earlier of actual delivery or three (3) days from the date of postmark. All notices to RingCentral will be directed to:

15.6. Waiver. A waiver by either party of any default, or of any of the terms and conditions of this Agreement, will not be deemed to be a waiver of any other default or of any other term or condition. Either party’s exercise of any right or remedy provided in this Agreement will be without prejudice to its right to exercise any other right or remedy

15.7. Survival. The sections of this Agreement that by their essential purpose will survive any expiration or termination, will survive such expiration or termination.

15.8. Entire Agreement. This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. No waiver or modification of the agreement will be valid unless in writing signed by authorized representatives of each party. Any Support Offerings purchased by Customer will be governed by this Agreement. Pre-printed language on either party’s forms, such as purchase orders, shall not constitute part of this Agreement and shall be deemed unenforceable. If there is a conflict between this Agreement and a purchase order, this Agreement will take precedence and any other terms will be null and void

Premium Support Offerings Scope

RingCentral Premium Support Offerings provide expert phone system setup, configuration and on-going premium support services primarily delivered by a dedicated technical team.

Scope of Premium Support Offerings includes:

• Customer designated contacts (generally IT and/or Admin) are provided access to a dedicated RingCentral Technical Team, comprised of a Technical Account Manager (TAM) and a Technical Support Manager (TSM) for phone system setup and implementation and premium support for RingCentral system and service.
• Access to dedicated RingCentral Technical Team during regular business hours Monday-Friday 6am-6pm PT (excluding holidays)
• Expert phone system setup and implementation
• 24/7 Customer support*
• Prioritized phone routing – priority access to our phone support team
• Remote web-based support
• Email support
• Extended RingCentral phone/device warranty to 2 years
• Proactive call quality monitoring and optimization