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RingCentral® Terms of Service |
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| Date of Last Revision: October 2009
These Terms of Service (“TOS”) constitute 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 telecommunication, facsimile, and related services (“Service” or “Services”) associated with your assigned toll free and/or local number account (“Account”). This TOS covers and applies to all of RingCentral’s free and paid services except for those associated with AT&T Virtual Receptionist (Powered by RingCentral) Application, which has its own separate terms of service. This TOS supersedes all prior or contemporaneous communications and proposal, whether oral or written, between RingCentral and you with respect to the Services. You are required to indicate your assent to this TOS agreement through one or more mechanisms provided by RingCentral, (e.g. clicking on a button indicating your agreement to the TOS) before accessing the Services. This agreement incorporates the following information: RingCentral’s International Rates; Service Plan and Pricing Terms and Conditions, and Reasonable Use Restrictions. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES; PLEASE READ IT CAREFULLY BEFORE INDICATING YOUR ASSENT. 1. ADDITIONAL AGREEMENTSYour use of the Services may be governed by one or more other agreements with RingCentral in addition to the terms set forth herein. 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. If you access Services through RingCentral Call Controller™ software, you are required to agree to the End User License Agreement for that software, available here. If you access Services through the RingCentral Mobile application software, you are required to agree to the End User License Agreement for that software and Supplemental Terms of Service for the RingCentral Mobile Service, available here. If you access Services through the AT&T Virtual Receptionist (Powered by RingCentral) application software, you are required to agree to the End User License Agreement for that software, available here. RingCentral also offers DigitalLineSM Voice over Internet Protocol (“VoIP”) services. Upgrading your Account to add Ring Central 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 DigitalLine services, those services are also included in the definition of Services above. 2. 911 CALLING NOT AVAILABLE IF YOU DO NOT SUBSCRIBE FOR RINGCENTRAL DigitalLineSM VOIP SERVICES.The RingCentral Call Controller™ is downloadable software that acts as a graphical user interface (GUI) on your computer. The Call Controller™ 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™ also allows you to access your RingCentral account to view your call-logs, change your user preferences, etc. However, absent RingCentral DigitalLineSM VoIP Services, the RingCentral Call Controller™ does not allow you to place outbound calls. Therefore, RingCentral Call Controller™ does not offer 911 or emergency calling unless you subscribe to RingCentral DigitalLineSM VoIP Services.
RINGCENTRAL DOES NOT OFFER 911 OR EMERGENCY CALLING UNLESS YOU SUBSCRIBE TO RINGCENTRAL DigitalLineSM VOIP SERVICES. YOU UNDERSTAND AND AGREE THAT YOU CANNOT USE THE RINGCENTRAL SERVICES TO CALL 911 OR FOR EMERGENCY CALLING. You understand and agree that no RingCentral Service is a replacement for your traditional telephone service. You agree to separately maintain wireless or traditional wireline telephone service that will enable you to call 911. Specifically, you agree that you will purchase, with a third-party separately from RingCentral, traditional wireless or wireline telephone service that offers access to 911 emergency calling and any other applicable emergency services. You agree that RingCentral, its directors, officers, employees, subsidiaries and assigns may not 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 arising from any attempt to dial 911 or make an emergency call using RingCentral Services. You waive all claims and causes of action against RingCentral, its directors, officers, employees, subsidiaries and assigns, arising from or relating to any attempt to dial 911 or make an emergency call using RingCentral Services, unless the claims or causes of action arise from RingCentral’s gross negligence, recklessness, or willful misconduct. Some jurisdictions do not permit certain limitations of liability, so certain of the foregoing waivers may not apply to you. 3. REGISTRATION PROCEDURESUpon signing up for the Service, you agree to provide true, accurate, current and complete name, contact information, and other data to RingCentral and at subsequent times as requested by RingCentral. If you provide 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. At all times, you shall maintain and promptly update registration data as applicable. Upon completion of all registration information and acceptance of this TOS, RingCentral will provide you with, as applicable, a password, user ID, and/or PIN and telephone number. You are solely responsible for maintaining the confidentiality of your password and PIN, and, at all times, you will be solely responsible for all transactions and activities that occur as a result of your disclosure of such password and/or PIN, even if such transactions and/or activities were not authorized by you. You are solely liable for any transactions or activities by you or anyone else that occur on your Account. You shall immediately notify RingCentral if any unauthorized use of your Account or any other breach of security has occurred. In no event shall RingCentral be liable for any unauthorized use of your Account. 4. CUSTOMER REPRESENTATIONSYou represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this TOS. You represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service number. You represent and warrant that your name, user name, contact information, and, if you are a RingCentral DigitalLineSM subscriber, Registered Location are true and correct. You agree to be financially responsible for your use of the Services, including the authorized or unauthorized use of your account by others. In order to use the Service, you agree, at your sole expense: to (1) provide and be responsible for payment for all equipment necessary to establish a connection to the Internet and/or to the Publicly Switched Telephone Network (“PSTN”), as may be required to use the Service; (2) provide for access to the Internet and/or PSTN and pay any Internet connection service fees associated with such access; (3) supply and pay for all phone service features required for your use of the Service; and (4) pay RingCentral for the Service. 5. SERVICE AND PRODUCT DESCRIPTIONS, PRICING, AND AVAILABILITYWith respect to its offering of information, services, and products, RingCentral attempts to describe its offerings as accurately as possible. Nevertheless, RingCentral does not warrant that information, service and product descriptions, service or product availability, or other content of its website (the “Site”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible due to computer or other error or cause that a service or product offered on the Site may be mispriced, described inaccurately, or unavailable. In the event RingCentral determines that a service or product is mispriced or described inaccurately, RingCentral reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation canceling your order. You agree to notify RingCentral immediately if you become aware of any pricing or descriptive errors or inconsistencies with any services or products you order through the Site and comply with any corrective action taken by RingCentral. 6. AUTHORIZED USES; PROHIBITED USESYou understand and agree to use the Service only for lawful purposes and that you shall not, at any time, use the Service for any illegal, improper or abusive purpose or in any way which interferes with our ability to provide Service to other customers, prevents or restricts other customers from using the Service, or damages any RingCentral or other customer's property. Prohibited uses include, but are not limited to:
You further understand and agree that:
7. RINGCENTRAL’S PROPRIETARY RIGHTSRingCentral owns and shall at all times retain sole and exclusive right, title and interest to the Service, including all copyrights, trademarks, trade secrets, and all other intellectual property rights thereto, including without limitation with respect to all technology used in connection with or provided as part of the Services. All rights not expressly granted under this TOS are retained by RingCentral. Any new features provided by RingCentral shall also constitute “Services” and shall be subject to this TOS. You may not, and shall not allow any third party to, copy, distribute, sell, resell, license, sub-license, reproduce, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services and/or any of RingCentral’s technology or software for any purpose whatsoever. 8. PLAN CREDITS, TAXES, CHARGES, FEES AND CHARGEBACKSGenerally. You are responsible for paying all charges for your Account, including but not limited to, toll-free, local, long distance, and directory assistance charges, and for all taxes and surcharges imposed on you or us as a result of your use of the Service. Customers with a past due balance on previous or multiple accounts will be charged the full balance upon opening a new account or updating their credit card information on file. RingCentral also reserves the right to charge termination and transfer fees consistent with each plan’s terms and conditions. Taxes, Charges and Fees.All fees for Services are calculated exclusive of any federal, state or local sale, excise, value-added or similar taxes or administrative or recovery fees or charges. You agree to pay any taxes or similar liabilities, however denominated, that may now or hereafter be levied on the Services which are chargeable to customers by any government authority, as well as any administrative and recovery fees and charges levied by on the Services by RingCentral, whether or not mandated by any government authority. Should RingCentral be required to pay or pays these liabilities, you agree to reimburse RingCentral for such payments upon receipt of an invoice and showing of indebtedness to RingCentral. Plan Credits; Minutes of Calling. RingCentral offers several different Service plans. Some of the plans provide for a fixed number of monthly credits (“Monthly Credits”). If you exceed your Monthly Credits during the course of a month of Services, you may purchase additional credits (“Additional Credits”) as needed. RingCentral may also provide you certain bonus credit minutes and/or other promotional incentives (e.g., “tell-a-friend” credits) and the like. All of these credits (“Plan Credits”) are quoted in terms of domestic minute usage, and are thus sometime referred to as “minutes.” As explained below, International Calling 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 foreign countries. Metered-Calling Plans – RingCentral offers several monthly metered plans. Each metered-calling plan provides you with a toll-free or local number and a fixed number of monthly Plan Credits each month for a monthly fee, excluding taxes, surcharges, and fees. Please note that all prices are subject to change at any time. When you exhaust your initial paid allotment of Plan Credits for your paid metered plan, you will automatically purchase additional minutes for your plan (and your account will be charged accordingly). Additional minute usage will be debited at the applicable per minute rate for your paid metered plan for each additional auto-purchased minute used for domestic usage. However, in some limited instances, calls placed under a metered-plan are not counted against your monthly allotment (e.g., calls made via a local phone number to leave or check voicemail, configure a system and calls answered on the RingCentral softphone). Please check the details of your paid metered plan to determine which calls (if any) are not counted against your monthly minute allotment. For international calling, international pricing rates will apply. Unlimited Plan. RingCentral offers unlimited monthly plans. An unlimited plan provides you with a local number and is subject to our Reasonable Use policy and other restrictions described in these Terms of Service. Please note however that the unlimited plan is for normal residential or small business use and (i) shall only be used by you to make and receive calls from one other person, (ii) allows you to receive no more than two (2) simultaneous inbound calls per user extension (additional simultaneous inbound calls will be sent directly to voicemail), (iii) does not apply to toll-free numbers and does not include international calling; and (iv) shall not, under any circumstances, be used for call-in lines, call centers, conference calling, trunking (to a PBX or otherwise) or other high volume or multi-person calling purposes that are not consistent with normal residential or small business use (“Prohibited Purpose”). If, for any reason, RingCentral believes that you are using the unlimited plan for a Prohibited Purpose and/or your call usage violates our Reasonable Use policy, then RingCentral, in its sole discretion, may either terminate your unlimited plan or immediately convert your unlimited plan to the paid-calling metered plan with the greatest fixed number of monthly Plan Credits and charge you in accordance with the terms of that paid-calling metered plan. International Calling. Because Plan Credits are quoted for domestic minute usage, you may be charged additional Plan Credits and/or additional rates may apply if you use your Plan Credits for international calling. RingCentral’s current international rates may be found here. You are advised to refer to your specific Service plan details regarding all domestic and international charges and all other terms and conditions of your Service plan. Value, Ownership, and Expiration of Plan Credits. Plan Credits have no monetary value. Plan Credits may only be redeemed 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. Any unused Monthly Credits expire at the end of the relevant Service month and do not “roll over” to the next month. Additional Credits and Promotional Credits expire 12 months after purchase or grant. Fraudulent or Erroneous Charges. RingCentral strongly encourages you to contact RingCentral directly in cases of suspected fraud or error involving your account. In most cases, RingCentral can correct fraudulent or erroneous charges without bank or credit card company intervention. If you suspect fraud or discover erroneous charges on your RingCentral account, please contact RingCentral customer support at 1 (800) 574-5290. When you contact customer support, please have the following information available: (a) your name, contact information, and the RingCentral Account telephone number in question, (b) the date that the Account in question was created, (c) the credit card account number used to open the Account, and (d) the total amount charged to the Account. If you request that your bank/credit card perform a chargeback without first contacting RingCentral and RingCentral subsequently determines that the charges at issue are not erroneous or fraudulent, RingCentral reserves the right to take any available legal action. 9. BILLING AND PAYMENTAny applicable initiation charges, usage and monthly recurring charges and fees are billed in full in advance. Termination and transfer charges, if any are billed in arrears. Upon termination of your Account for any reason, all unused Plan Credits shall expire in their entirety and no refund or proration shall be made of any unused Plan Credits or of any remaining periods/months on any pre-paid Service plan. When you subscribe to Services, you will provide us with a payment method, such as a valid credit card, and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until 30 days after you terminate our authority to charge your payment method. We will then charge you any fees and any other outstanding charges and disconnect your service. You will advise us of any changes to your payment method, such as credit card account number or expiration date changes. Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due. We may assess an additional fee of fifty dollars ($50) for any check returned for nonpayment. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorations to charges to your Account. The registered “owner” of an Account shall be the person whose credit card is provided to RingCentral for billing purposes for the Account, unless said credit card holder advises RingCentral otherwise in writing. 10. EQUIPMENT RETURNSYou are responsible for all return shipping charges for any hardware returned to RingCentral for any reason, including situations in which hardware is covered under warranty. If you have purchased any hardware from us or we have otherwise provided you with any hardware and your Account is terminated for any reason after the end of any free-trial period and prior to the end of your first year of service, you hereby authorize us to immediately bill your credit card the appropriate Equipment Recovery Fees or Equipment Restocking Fees, as provided in our Equipment Return Policy. RingCentral, in its sole discretion, may decline your return or assess an additional $30 charge for any missing and/or damaged items that are not in good working condition (e.g., missing components and/or scratches). 11. REASONABLE USEUnusually high usage of the Service attributable to individual Accounts may impair RingCentral’s ability to provide the Services and/or indicate misuse of the Services. Accordingly, your use of the Services is subject to the following reasonable use limitations:
12. NUMBER OWNERSHIPYou understand and agree that telephone numbers requested from RingCentral may not be available, and that you are not the owner of any toll-free or local telephone number or facsimile number assigned to you by RingCentral. You understand and agree that RingCentral may from time to time need to change the telephone or facsimile number assigned to you (due to an area code split or for any other reason). You understand that unless you arrange with a new service provider to port your RC number to that new service provider, the number assigned to you will be reassigned upon termination of your Service. RingCentral will not be liable for any damages (including consequential or special damages) arising out of any such reassignment. 13. NUMBER AVAILABILITYCertain of RingCentral’s Services permit you to request a specific telephone number. If you request a specific telephone number, RingCentral will attempt to provide you with that number. However, RingCentral cannot guarantee that requested numbers will be available. You should not order any printed material, such as business cards or stationary and/or promotional or event costs, or otherwise arrange publicity showing a RingCentral number until that number becomes active in your RingCentral Account. In addition to the Limitation of Liability below, RingCentral will not be liable for reimbursement for business cards and/or stationary and/or press releases under any conditions, or for any other alleged consequential or special damages arising from any alleged failure to provide you with a specific telephone number. 14. VOICEMAIL, BROADCASTING AND FAX SERVICESStorage. RingCentral is not obligated to store your voicemails, sent/received calls, and/or faxes, and does so only as a convenience to you. You agree that RingCentral has no responsibility or liability whatsoever for the deletion or failure to store any voicemail or fax messages, any call-log information, and/or other communications maintained or transmitted by the Services. Unsolicited Advertisement Policy. The transmission of unsolicited calls, using the Service for broadcasting, and/or transmitting unsolicited fax advertisements is illegal under federal law, including the Federal Telephone Consumer Protection Act of 1991 (http://ftp.fcc.gov/cgb/consumerfacts/unwantedfaxes.html), and under a number of similar state laws. Distribution of unsolicited voicemail, broadcast, and fax advertisements through the Services is prohibited. You shall not use the Service to send or transmit any unsolicited communications or advertisements and understand that, if you do, RingCentral may immediately terminate your right to use the Services without any liability of any kind. At RingCentral’s option and without further notice, RingCentral may use technologies and procedures, such as filters, that may terminate such unsolicited advertisements without delivering them. You hereby release and agree to hold harmless RingCentral from and against any damages or liabilities of any kind related to any voicemail, broadcast and/or fax spam or solicitations that you may send and/or receive using the Services. 15. RECORDING CONVERSATIONSCertain RingCentral Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements of such recorded conversations vary from state to state. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. RingCentral expressly disclaims all liability with respect to your recording of telephone conversations. You hereby release and agree to hold harmless RingCentral from and against any damages or liabilities of any kind related to the recording of any telephone conversations using the Services. 16. VOICE TO TEXT LIMITATIONSCertain RingCentral Services provide a function that allows voicemails to be converted to text. You understand and agree that RingCentral’s voice to text feature may not accurately transcribe the recorded voice message. You are solely responsible for checking the original voicemail and verifying the accuracy of the message when using any and all voice to text features. RingCentral expressly disclaims all liability with respect to the conversion of voicemails to text. You hereby fully, finally and forever release, discharge and hold harmless RingCentral from and against any damages or liabilities of any kind related to the use of voice to text features when using the Services. 17. SERVICE CHANGESYou understand and agree that RingCentral may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to you. In the event that a change to the Services would, in RingCentral’s reasonable discretion, permanently materially diminish or impair the functionality of the Services (“Change”), RingCentral shall provide you with written notice of such Change at least sixty (60) days prior to the date the Change is to take effect. If the Change is unacceptable to you, you may terminate the Services without penalty by calling RingCentral at (800) 574-5290. Any use of the Services after the effective date of Change will be deemed your acceptance of the Change. 18. TERMINATIONYou 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. Pacific Time. You understand and agree that RingCentral may at any time, and without additional notice to you terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Services if:
Upon any termination, RingCentral may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files, information, or the Services. RingCentral shall not be liable to you or any third party for any reason for terminating your use or access to the Services. If you or RingCentral terminates your right to use the Services, you shall not be entitled to any refund or pro ration of any pre-paid amounts or credits. If you purchased a RingCentral Office service plan and you cancel the RingCentral Office service plan prior to the end of the first 12 months of service, you hereby authorize RingCentral to charge your credit card, and you hereby agree to be liable for, the full original cost of all phones, hardware and other equipment provided to you in connection with your RingCentral Office service plan. 19. WARRANTY DISCLAIMERTHE SERVICES 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 OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU. RINGCENTRAL MAKES NO WARRANTY ON UP-TIME, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE, AND/OR QUALITY OF VOICE OR FAX COMMUNICATIONS. RINGCENTRAL MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES 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. RINGCENTRAL IS NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD PARTY NETWORK USED IN CONNECTION WITH THE SERVICES. RINGCENTRAL DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND RINGCENTRAL WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RINGCENTRAL, ITS EMPLOYEES, PARTNERS AFFILIATES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. 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. 20. LIMITATION OF LIABILITYIN 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. 21. INDEMNIFICATIONYou shall 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, (3) any breach of this TOS 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 shall have the right to assert and enforce those provisions directly against you on its own behalf. 22. PRIVACYRingCentral’s privacy policy is available here. By using the Service, you consent to the collection, use and disclosure of personal information as set out in the privacy policy. 23. FUTURE CHANGES TO THIS AGREEMENTWe may change the terms and conditions of this TOS 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. RingCentral generally provides written notice of changes to your account, including this TOS and other legal agreements, via email on your billing statements. Please carefully read and review each billing statement fully regarding any such notice(s) of changes to your account. If you do not agree to the modifications, your only recourse is to terminate the Services. The modified TOS shall supersede all previously agreed to electronic and written terms of service, as well as any prior versions of this TOS. 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 computer, any software installed on your computer, your Internet service provider or for any other reason. 24. COPYRIGHT INFRINGEMENTMaterials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, review content transmitted, sent, or received using the Service for purposes of determining copyright infringement. However, RingCentral reserves the right to terminate access to its Services if a user infringes on others’ copyrights, and will, in appropriate circumstances, terminate access to the Services if RingCentral determines that a user is a repeat infringer. 25. FORCE MAJEURERingCentral shall be excused from any delay or failure in performance hereunder, other than the payment of monies, caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, war, or government requirements. 26. NOTICESNotices 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 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: http://www.ringcentral.com/whyringcentral/contactus.html. Your notice must specify your name and Account information. All notices from you to RingCentral must be made in writing. 27. GENERAL INFORMATIONTHE 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 TOS 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 TOS 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 TOS 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 TOS 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 TOS for any reason. You may not transfer or assign this TOS or any of your rights under this TOS. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this TOS 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 TOS are for convenience only and have no legal or contractual effect. This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained. 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. 28. DISPUTE RESOLUTION AND OPTIONAL ARBITRATIONYou 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. Copyright 2009 RingCentral, Inc. All rights reserved. |
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