RingCentral® Call Controller™ or Softphone End User License Agreement (United Kingdom)
Date of Last Revision: October 2009
This End User License Agreement (“EULA”) constitutes an agreement between RingCentral UK Ltd, a company incorporated in England and Wales, with a registered address of [5 New Street Square, London, EC4A 3TW], registered number of 06737634(“RingCentral”, “we” or “us”), and the end-user customer (“Customer”, “you” or “user”) for RingCentral’s proprietary software known as 'Call Controller™ or Softphone' (the “Software”).
1. DIALING 999 AND REACHING EMERGENCY RESPONSE SERVICES
- Availability of 999 Service. RINGCENTRAL IS NOT OBLIGED TO AND DOES NOT OFFER 999 OR EMERGENCY CALLING. The ability to dial 999 will be provided by your traditional phone company. We may offer emergency calls in conjunction with a UK VOIP product in the near future.
2. ADDITIONAL AGREEMENTS
3. LICENSE AND RESTRICTIONS
Subject to the terms of this EULA, RingCentral hereby grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to download, install and use the Software on your Device for the sole purpose 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 exclusive property of RingCentral and/or its Affiliates 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 IP 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 any applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that is not owned by RingCentral, but may be accessed through the Services, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. "Affiliate" for the purposes of this EULA means an entity under Common Control with the relevant party to this EULA. An entity "Controls" another entity if it: holds a majority of the voting rights in it; is a member or shareholder of it and has the right to remove a majority of its board of directors or equivalent managing body; is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are treated as being in "Common Control" if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.
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
No Modifications. You agree not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software, the Services, or any part thereof, except to the limited extent permitted by mandatory applicable law notwithstanding contractual prohibition. Requests for interface information to achieve interoperability between an independent program and the Software should be submitted to us in writing and, if we provide such information, you shall use it (a) solely for the purpose of achieving the required interface interoperability; and (b) treat it as our confidential information. You agree not intercept, capture, emulate, or redirect the communications protocols used by RingCentral for any purpose, including without limitation causing the Software to connect to any computer server or other Device not authorized by RingCentral or in a manner not authorized by RingCentral.
New Versions of the Software. RingCentral, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software. You acknowledge and agree that RingCentral has no obligation to make available to you any subsequent versions of the Software. You also agree that you may have to enter into a renewed version of this EULA if you want to download, install or use a new version of the Software.
Back-up copies of the Software. You may make as many backup copies of the Software as are necessary to support your use of the Software in accordance with this EULA. If you make any back up copies in accordance with this paragraph, you must on request disclose to us the number and locations of all such copies.
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 0800-756-9550. RingCentral is available to take your call Monday-Friday between 10:00 - 18:00 hours (GMT)
You understand and agree that RingCentral may at any time with immediate effect, and without additional notice to you terminate, suspend, disconnect, discontinue or block access to some or all of the features of the Software and the Services if:
- RingCentral determines that you have created or caused to be created multiple free accounts.
- RingCentral determines that such action is necessary to maintain or improve the Services, to prevent fraud or misrepresentation by affirmative acts and/or omissions, to protect other users or third parties, or for any other good cause.
- You suffer an Insolvency Event. "Insolvency Event" shall mean in relation to the user: (i) it becomes or is deemed insolvent; (ii) a distress or execution is levied on any its property or assets; (iii) it makes or offers to make any arrangement or composition with creditors; (iv) a resolution or petition to wind up its business (other than for the purpose of amalgamation or reconstruction) is passed or presented or a receiver or administrative receiver of its undertaking, property or assets is appointed or a petition presented for the appointment of an administrator; (v) it is subject to any proceedings which are equivalent or substantially similar to any of the proceedings under sub-section (i), (ii), (iii) or (iv) under any applicable jurisdiction.
- For any other reason RingCentral would restrict access to the Services, including but not limited to compliance with requests by law enforcement or other government agencies.
- RingCentral has reserved the right to do so under any section of this EULA (or any document incorporated into this EULA).
- RingCentral has terminated any other applicable agreement between you and RingCentral from time to time, including the Terms of Service.
RingCentral shall not be liable to you or any third party for any reason for terminating your use or access to the Software. If you or RingCentral terminates your right to use the Software, you shall not be entitled to any refund or pro ration of any pre-paid amounts or credits.
Upon termination of this agreement by you or by RingCentral, you (a) acknowledge and agree that all licenses and rights to use the Software shall terminate, (b) will cease any and all use of the Software, and (c) will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control.
7. EXPORT RESTRICTIONS
You agree not to export the Software outside the European Union by physical or electronic means.
8. WARRANTIES AND WARRANTY DISCLAIMER
RingCentral warrants that the Software will for a period of six (6) months after you download or install the Software provide the functionality substantially as described on RingCentral’s website.
You represent and warrant that you will only use the Software wholly or mainly for business or professional purposes.
Except as expressly provided otherwise by this EULA, RingCentral does not give or enter into any other warranties, conditions or terms of any kind either express or implied, including but not limited to any implied terms as to quality, merchantability and fitness for purpose in relation to the Software or anything else provided under this EULA. 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 minor 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 your use of the Software.
You acknowledge and agree that 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, representation or term, unless such warranty, representation or term is 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.
If any of the warranties in this section 8 are breached, you shall tell us as soon as is reasonably practicable and we shall use reasonable efforts to fix the problem as soon as is reasonable practicable and (if necessary) supply you with a corrected version of the Software. This shall be done without any additional charge to you and, if we choose to do this, this shall be your sole and exclusive remedy in respect of such breach.
RingCentral will not be liable for breach of any of the warranties or other terms in this EULA to the extent that the breach arises from:
- (a) use of the Software other than in accordance with normal operating procedures as described in any documentation that accompanies the Software as otherwise notified to you by us from time to time;
- (b) any alterations to the Software made by anyone other than RingCentral or someone authorised by RingCentral;
- (c) any problem with the Device on which the Software is installed, any equipment connected to that Device or any other software which is installed on that Device;
- (d) any abnormal or incorrect operating conditions;
- (e) any other hardware or software being used with the Software, unless this use has been approved by us.
9. LIMITATION OF LIABILITY
RingCentral's liability for death or personal injury caused by RingCentral's negligence or the negligence of RingCentral's employees or agents, or for fraudulent misrepresentation, is not excluded or limited by this EULA, even if any other term of this EULA would otherwise suggest that this might be the case.
Other than as set out above, in no event shall RingCentral be liable to you or any third party for:
- (a) loss of profits;
- (b) loss of sales;
- (c) loss of revenue;
- (d) loss of any software or data;
- (e) loss of use of hardware, software or data; or
- (f) special, indirect, or consequential damages.
whether arising under contract, warranty, tort (including negligence or strict liability) or any other reason.
Subject to the above paragraphs, RingCentral’s liability under and in connection with this EULA and in relation to anything which RingCentral has done or not done in connection with this EULA (and whether the liability arises under contract, warranty, tort (including negligence and strict liability) or for any other reason), shall be limited in the aggregate to:
- (a) an amount equal to 125% of the total amounts paid and payable by you to RingCentral during the twelve (12) month period immediately prior to the date that the events giving rise to the action or claim first occurred; or
- (b) if the amount referred to in (a) cannot be calculated accurately at the time the relevant liability is to be assessed, or if it is less than £100, to £100.
The limitations and exclusions of liability set out above apply in respect of any liability of RingCentral in connection with this TOS, the Call-Controller End User License Agreement, the Mobile Application End User License Agreement (if and when available in the UK) and/or the Supplemental Terms of Service for RingCentral DigitalLine VoIP Services (if and when available in the UK), and reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.
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, and its Affiliates. Each of these individuals or entities expressly retains the right to assert and enforce those provisions directly against you on its own behalf.
12. FUTURE CHANGES TO THIS AGREEMENT
We may change the terms and conditions of this EULA from time to time upon delivery of electronic mail notice to you. Notices will be considered given and effective on the date sent to your registered electronic mail address. Such changes will become binding on you [on the day immediately following] the date the notice is emailed to you if you continue to use the Services. If you do not agree to the modifications, your only recourse is to discontinue your use of the Software. The modified EULA supersedes all previously agreed to electronic and written license agreements governing the Software. You agree that you are solely responsible for (i) making sure that your registered email account is current and functional, (ii) checking your registered electronic mail on a daily basis, and (iii) making sure that RingCentral communications are not blocked or rendered undeliverable by you, your Device, any software installed on your Device, your Internet service provider or for any other reason.
All notices, demands, consents, waivers and any other communications which are required to be given under this TOS must be in writing. Any such notice will be deemed to have been received:
- (a) if by hand delivery - at the time of delivery;
- (b) if by registered post – at the time of delivery;
- (c) if by first class post – three working days after posting.
You are responsible for notifying us of any changes in your address. Written notice to us shall be effective when directed to our Legal Department and received at our then-current address as posted on our website. Your notice must specify your name and Account information. All notices from you to RingCentral must be made in writing.
14. GENERAL INFORMATION
This EULA is governed by English law.
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.
RingCentral may assign its rights and/or obligations under this TOS to its Affiliates, including RingCentral, Inc. You agree not to transfer or assign this EULA or any of your rights under this EULA. Any purported transfer or assignment by you in violation of this section is void. Subject to the foregoing, this EULA shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
The provisions of this EULA relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this EULA for any reason.
The U.N. Convention for the Sale of Goods shall not be applicable to your purchase of RingCentral Services.
The section titles in this EULA are for convenience only and have no legal or contractual effect.
15. DISPUTE RESOLUTION
If you have any enquiries or complaints about the Site or the Services then please address them to:
RingCentral, UK Ltd.
c/o Taylor Wessing
5 New Street Square
London EC4A 3TW
+ (650) 472-4071 (telephone)
+ (650) 472-5075 (facsimile)
In the event of a dispute regarding any matter relating to this EULA (including any question regarding its existence, validity or termination) (a "Dispute"), a representative of RingCentral and the user shall use their best efforts to expeditiously resolve the Dispute. If they are unable to resolve the Dispute within thirty (30) calendar days, it shall be referred to the Executive of RingCentral (or his or her designee) and to the Executive of the user (or his or her designee) for mutual resolution.
In the event that a Dispute cannot be resolved by negotiation as referred to above within 45 days of the Dispute arising, you can refer your complaint to the Telecommunications Ombudsman, Otelo.
Otelo provides an independent service for dealing with the problems of customers who are not satisfied with the final outcome of their complaints (called 'alternative dispute resolution'). Otelo can investigate either at this point or if you are not satisfied three months after making your complaint.
If you want to complain to Otelo, you must contact Otelo within nine months of making your complaint to us.
You can contact Otelo as follows.
PO Box 730, Warrington WA4 6WU
Phone: 0845 050 1614 or 01925 430049
Fax: 0845 050 1615 or 01925 430059
Textphone: 0845 0511513 or 01925 430886
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