1.1. Subject to Your compliance with the terms and conditions of this Agreement (as it may be modified from time to time in RingCentral’s sole discretion), RingCentral hereby grants You a limited, nontransferable, non-exclusive license, during the term of this Agreement, to use the RingCentral Community Forum, as provided by RingCentral, solely for the purposes set forth in the applicable RingCentral Community Forum.
1.2. You shall be required to register for an account to access the RingCentral Community Forum. You shall not license, sell, lease, rent, outsource or otherwise make available Your account to third parties.
1.3. You shall (a) provide accurate, current and complete information about You as may be prompted by any registration by RingCentral ("Registration Data"); (b) maintain the security of Your password and other login information; (c) maintain and promptly update the Registration Data, and any other information provide by You to RingCentral, to keep it accurate, current and complete; and (d) be fully responsible for all use of Your account and for any actions (including purchases) that take place using Your account.
1.4. You shall not attempt to translate, reverse engineer, decompile, determine the source code or architecture of, or otherwise analyze the RingCentral Community Forum or materials made available on the RingCentral Community Forum.
1.5. You acknowledge and agree that RingCentral has no obligation to monitor or police communications or data transmitted through the RingCentral Community Forum, and that RingCentral shall not be responsible for, and shall have no liability for, the content of any such communication or transmission.
1.6. You shall use the RingCentral Community Forum exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others, including privacy and antispamming laws.
1.7. You will not: commit copyright or other intellectual property infringement or misappropriation; (ii) use the RingCentral Community Forum in a manner that would violate any law or regulation; and (iii) use the RingCentral Community Forum in any way that may be perceived as being harmful, threatening, offensive, obscene or otherwise objectionable.
1.8. RingCentral may (or may not) from time to time at its sole discretion modify, upgrade, or extend the RingCentral Community Forum, including for the purposes of adding features or functionality, or enhancing security or usability.
1.9. You shall report any defects to RingCentral in writing without undue delay.
2.1. In the future, RingCentral may opt to charge fees for use of the RingCentral Community Forum. RingCentral will notify You of any fees that may be assessed and the date that they will begin to be incurred (the “Fee Date”). You may discontinue use of the RingCentral Community Forum prior to the Fee Date to avoid any such fees. Your continued use of the RingCentral Community Forum after the Fee Date shall constitute Your acceptance of and agreement to pay any such fees.
3.1. RingCentral Community Forum. As between RingCentral and You, the RingCentral Community Forums, and all patent, copyright, trademark, trade secret and other intellectual property rights therein or relating thereto, are and shall remain the exclusive property of RingCentral or its licensors.
3.2. Contributed Content and Privacy. You agree and understand that outside of Your profile information which is governed by the Privacy settings You select within the profile, Your selected login ID and any content posted by You on the RingCentral Community Forum (“Contributed Content”) will be made publicly available (via the RingCentral Community Forum and via search results displayed by third party search providers). You hereby grant and shall ensure that RingCentral receives a non-exclusive, transferable, royalty-free, perpetual, worldwide license (with the right to sub-license) to store, copy, use, reproduce, display, distribute and otherwise exploit Contributed Content.
4.1. You shall indemnify and hold RingCentral harmless from third party claims arising from or related to any use of the RingCentral Community Forum (a) in breach of this Agreement, (b) in contravention of any requirements, procedures, policies or regulations of RingCentral or its third-party providers applicable to the RingCentral Community Forum and made known to You and (c) in violation of any applicable law or regulation or in violation of the legal rights of others or (ii) the Contributed Content. The foregoing shall apply regardless of whether such damage is caused by the conduct of You and/or Your affiliates, Your employees, or by the conduct of a third party using Your access credentials.
5.1. THE RINGCENTRAL COMMUNITY FORUMS ARE PROVIDED BY RINGCENTRAL ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS, DEFECTS AND ERRORS" BASIS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE RINGCENTRAL COMMUNITY FORUM IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, RINGCENTRAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE. RINGCENTRAL DOES NOT WARRANT THAT THE RINGCENTRAL COMMUNITY FORUM ARE ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.
5.2. IN NO EVENT SHALL RINGCENTRAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RINGCENTRAL COMMUNITY FORUM, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $100 OR THE AMOUNTS ACTUALLY PAID BY YOU TO RINGCENTRAL FOR THE RINGCENTRAL COMMUNITY FORUM DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CAUSE OF ACTION.
5.3. IN NO EVENT SHALL RINGCENTRAL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO (I) YOUR USE OF, INABILITY TO USE OR IMPAIRMENT OF THE USE OF THE RINGCENTRAL COMMUNITY FORUM; (II) ANY TERMINATION OF THIS AGREEMENT; (III) ANY VISITOR CONTENT; (IV) ANY USE OR MISUSE OF RINGCENTRAL COMMUNITY FORUM (INCLUDING CONTENT THEREON) BY ANY VISITOR OR ANY OTHER THIRD PARTY; (V) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA, LOSS OF BUSINESS OR LOST PROFITS, WHETHER OR NOT RINGCENTRAL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. The foregoing limitations of liability and exclusions from liability set forth in this Section 5 shall not apply where prohibited by law.
6.2. Survival. The rights and obligations of RingCentral and You contained in Sections: 1.2-1.9, and 3-9 shall
survive any expiration or termination of this Agreement.
7.1. In connection with Your use of the RingCentral Community Forum, You may become privy to Confidential Information belonging to RingCentral or its affiliates. Confidential Information shall not be used, distributed or reproduced in any form except as explicitly allowed under this Agreement. You will take all reasonable steps (including without limitation the steps such party takes to protect its own Confidential Information) to keep all Confidential Information of the other party strictly confidential.
7.2. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
7.3. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that You agree that RingCentral may use Your name as part of RingCentral's marketing efforts.
7.4. You may provide input regarding the RingCentral Community Forum, including, without limitation, comments or suggestions regarding the possible improvement or enhancement of the RingCentral Community Forum or any other future or existing RingCentral offering (collectively "Feedback"). You hereby grant to RingCentral a transferable, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to RingCentral's licensees to use, publish, disclose, display, perform, copy, make, have made, use, sell, and otherwise fully exploit the Feedback. RingCentral shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind.
7.5. The RingCentral Community Forum, Documentation and other RingCentral materials are subject to the export control laws of various countries, including without limitation the laws of the United States. You shall be responsible for complying with all applicable governmental regulations of the country where You are located (and any applicable foreign countries) with respect to the use of the RingCentral Community Forum, Documentation or other RingCentral materials. You agree that You will not export the RingCentral Community Forum, Documentation and RingCentral materials to countries, persons or entities where export is prohibited by such laws.
8.1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the federal laws of the United States and the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state courts located in San Mateo County, California and federal courts located in San Francisco, California. RingCentral and You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
8.2. Notices. All notices, including notices of address change, required to be sent to RingCentral shall be in writing and shall be sent via overnight courier or first class mail (in each case with confirmed receipt) to: RingCentral, Inc., Attn: Privacy Officer, 1400 Fashion Island Blvd, 7th Floor San Mateo, California 94044. Notices shall be deemed to have been given upon the date of confirmed receipt.
8.3. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
8.4. Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder.
8.5. Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf.
8.6. Assignment/Successors. You may not assign or transfer this Agreement, in whole or in part, regardless of whether such assignment or transfer occurs in contract or by operation of law. Any attempt to assign or transfer this Agreement in violation of this Section 8.6 shall be null and void.
8.7. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning the RingCentral Community Forum and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. If either party should waive any breach of any provision of this Agreement, it shall not be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
9.1. "Confidential Information" means all information which RingCentral protects against unrestricted disclosure to others, including but not limited to the following information regarding methods of processing, system designs embodied in the RingCentral Community Forum or other RingCentral products or RingCentral Community Forums; (ii) benchmark results, program listings, data structures, logic diagrams, functional specifications, file formats; and (iii) system infrastructure, security/architecture design and/or operations processes and (iv) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the RingCentral Community Forum or RingCentral products and services.
9.2. "Contributed Content" means any materials, data, images, or information (other than your Profile Data) provided by You to RingCentral in the course of using the RingCentral Community Forum.
9.3. “RingCentral Community Forum” means the RingCentral Community Forum available under the various
subdomains of https://community.ringcentral.com.
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