End User Licence Agreement and Terms of Service for RingCentral Contact Center™

This End User Licence Agreement and Terms of Service (“Agreement”) contain the terms and conditions upon which RingCentral UK LTD (“RingCentral”) provides RingCentral Contact Center™ (“Contact Center”) to customers (“Customer”). The Agreement further includes all Service Contracts between RingCentral and the Customer. To the extent there is any conflict between the Service Contract and this Agreement, the applicable terms of the Service Contract shall govern.

The Customer’s licence to, and the terms governing Customer’s use of, the Contact Center are further subject to the general RingCentral End User Licence Agreement and Terms of Service, as the same may be updated from time to time (the “General EULA,” available at https://www.ringcentral.co.uk/legal/tos.html), the terms of which are incorporated herein by reference, with Contact Center deemed a “Service” therein and any software provided in connection therewith deemed an “Application.” To the extent there is any conflict between the terms of the General EULA and this Agreement, the applicable terms of this Agreement shall govern.

Any capitalised terms not defined herein will have the same meaning as in the General EULA.

1. Definitions

Applicable Laws” means any applicable foreign, federal, state, local, or other law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction.

Contact Center” has the meaning set forth in the preamble to this Agreement.

Contact Center Materials” means any Documentation, support materials, knowledge base articles, instructions, marketing materials, or other materials provided in connection with Contact Center, regardless of form.

Customer” has the meaning set forth in the preamble to this Agreement.

Customer Data” means information provided by Customer to RingCentral, including without limitation agent names, phone numbers, text messages, email addresses, skills, work performance metrics and Contact History.

Contact History” means a record of the transactions processed by RingCentral, which may include automatic number identification, caller identification, point of contact information, the contents of any recorded call and other miscellaneous information from contact types such as chat, text, e-mail, or other work items.

Documentation” means documentation and similar materials concerning Contact Center that RingCentral distributes generally to End Users licensed in connection with their subscriptions to Contact Center, including without limitation, manuals, descriptions, user and/or installation instructions, diagrams, printouts, listings, flowcharts and training materials, together with any modifications and updates of such materials.

End User” means any Person that uses Customer’s subscription to Contact Center.

General EULA” has the meaning set forth in the Preamble to this Agreement.

Intellectual Property” means mean all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, design rights, discoveries, business methods, and processes; (b) copyrights and copyright registrations, “moral” rights, database rights, rights in computer software and domain names; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trade marks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous, similar or equivalent rights to those set forth above which may now or in the future subsist anywhere in the world; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

Marks” means trade marks, service marks, designs, goodwill, copyrights, patents, trade dress, logos, and product and service names, subsisting anywhere in the world.

Party” or “Parties” means RingCentral and/or Customer, as the case may be.

Person” means any natural person or legal entity, regardless of form.

Representatives” means, with respect to a Party, the officers, directors, employees, users, subcontractors, and agents of such Party.

RingCentral Marks” means Marks of RingCentral.

Service Contract” includes any single, multiple, or a combination of any RingCentral written agreement(s) governing Customer’s subscription to Contact Center.

Services” means products and related services listed on any Service Contract relating to Contact Center, with the exception of equipment, including but not limited to, service for Contact Center, Telecom Carrier Services, Long Distance, Inbound Voice, Chat, Text and Email, Automatic Call Distribution, IVR, inStudio, Workforce and Quality Management, Outbound Dialer, Customer Survey and Reporting.

Service Term” means the time period specified in the Service Contract or, if there is no Service Contract, the Term as defined in the General EULA.

Third Party Marks” means Marks of any third party.

2. Compliance with Laws

Customer shall be solely responsible for complying with all Applicable Laws of the country or territory in which Customer uses Contact Center. In addition, in connection with its use and operation of Contact Center, Customer shall be solely responsible for all actions and omissions related to compliance with all Applicable Laws, including but not limited to, the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the UK Code of non-broadcast Advertising, Sales Promotion and Direct Marketing, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, and the Communications Act 2003. If Customer receives any notice or becomes aware of any violation of any Applicable Law arising from or in connection with its subscription to Contact Center or the use thereof, Customer shall promptly notify RingCentral of such notice or violation.

RingCentral may amend all or any part of this Agreement to be in compliance with regulatory, legal, or service provider changes that affect Contact Center. Any such modifications and/or amendments to this Agreement shall become effective upon publication on RingCentral’s website at https://www.ringcentral.co.uk/legal/tos.html. Customer’s continued use of Contact Center following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto.

3. Limited Licence

Subject to the terms and conditions of this Agreement and effective only during the Service Term, RingCentral grants to Customer a limited, personal, revocable, non-sublicensable, non-assignable, non-transferable, non-resellable, and non-exclusive right and licence to use Contact Center and any Contact Center Materials provided in connection therewith solely to operate Contact Center strictly in accordance with this Agreement. For the avoidance of doubt, nothing in this Agreement or in the Service Contract shall be construed to grant to Customer any right to reproduce, market, or distribute Contact Center, Contact Center Materials or any related documentation, or to use the same for any purpose other than its internal business purposes and by it and its Representatives.

Customer shall not (and not attempt to): (a) reverse engineer, decompile, disassemble, or otherwise translate or modify Contact Center or any Contact Center Materials (including any Intellectual Property therein) in any manner; (b) market, sell, assign, license, sublicense or otherwise transfer, transmit, or convey Contact Center or any Contact Center Materials (including any Intellectual Property therein); (c) defeat, disable, or circumvent any protection mechanism related to Contact Center; (d) allow any service provider or other third party, with the exception of RingCentral’s authorised maintenance providers who are acting solely on behalf of and for the benefit of Customer, to use or execute any software commands that facilitate the maintenance or repair of any product; or (e) permit or encourage any third party to do any of the foregoing.

During the Service Term and after termination of the Services for any reason, Customer shall not use the Contact Center or any Contact Center Materials (including any Intellectual Property therein) for any use or purpose, except as expressly permitted under the Agreement to operate Contact Center during the Service Term, and Customer shall not disclose any Intellectual Property in and to Contact Center or any Contact Center Materials to any other person or entity.

Customer’s use of Contact Center and any Contact Center Materials is subject to any restrictions in this Agreement with respect to the number of seats, concurrent users, and unique accounts, use in a designated location, use in a designated environment, and use on designated hardware or other designated equipment.

Customer agrees 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 Contact Center, the Contact Center Materials, or any part thereof without RingCentral's prior written consent, to be granted or denied in RingCentral’s sole discretion.

RingCentral may immediately terminate any licence granted to Customer if Customer uses Contact Center or any Contact Center Materials for any illegal purpose or in any way contrary to any Applicable Law or in violation of this Agreement, tampers with or modifies Contact Center or any Contact Center Materials without RingCentral’s prior authorisation, or if Customer uses Contact Center other than for the intended use or purpose.

4. New Versions of Contact Center.

RingCentral, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to Contact Center. Customer acknowledges and agrees that RingCentral has no obligation to make available to Customer any subsequent versions of Contact Center. Customer also agrees that it may have to enter into a renewed version of this Agreement if Customer wants to download, install, or use a new or updated version of Contact Center.



6. Customer’s Responsibilities

6.1. Customer is solely responsible for any and all activities that occur with its subscription to Contact Center by its End Users, anyone using its subscription on Customer’s behalf with or without Customer’s permission, or by third parties due to acts or omissions of any of the foregoing Persons.

6.2. In addition to any of Customer’s responsibilities set forth in the General EULA, Customer agrees to do all of the following:

6.2.1. Abide by all Applicable Laws in its use of Contact Center, including but not limited to those regarding online behaviour, acceptable content, and the transmission of equipment and information under applicable export laws;

6.2.2. Not upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of Contact Center or another’s computer, system, or network;

6.2.3. Not use Contact Center for illegal purposes or in any manner which infringes the Intellectual Property of third parties;

6.2.4. Not interfere or disrupt networks connected to Contact Center;

6.2.5. Not post, promote, or transmit through Contact Center any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable material of any kind or nature;

6.2.6. Not transmit or post through Contact Center any material that encourages conduct that could constitute a criminal offence or give rise to civil liability;

6.2.7. Not interfere with another user’s use and enjoyment of Contact Center or other RingCentral services;

6.2.8. Not use the Contact Center to send unsolicited commercial e-mails or other communications to any person (including any e-mail or communication that is sent to a person with whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other e-mail communication that violates any Applicable Law prohibiting the transmission of spam);

6.2.9. Not use Contact Center to transmit, receive, store, process, create, or maintain sensitive personal information; and

6.2.10. Promptly notify RingCentral in the event Customer learns of any violation of the foregoing or any use policy set forth in this Agreement in connection with Customer’s subscription to, or use of, Contact Center.

7. Acceptable Use

7.1. Customer’s and its End Users’ use of Contact Center is governed by the use policies set forth in the General EULA, and RingCentral may avail itself of remedies therein for non-compliance.

7.2. In addition, Customer and its End Users shall not use Contact Center in any of the following ways (RingCentral may avail itself of any remedies set forth in the General EULA for violation of its use policies):

7.2.1. In any way that violates (or causes RingCentral to violate) Applicable Law (including, but not limited to, laws prohibiting transmission of unsolicited e-mail, marketing communications, or fax advertisements or laws on obtaining third-party consent for call recording);

7.2.2. To infringe the rights of others;

7.2.3. To interfere with other users, agents, services, or equipment of Contact Center;

7.2.4. To send unsolicited commercial e-mails or other communications in violation of Applicable Laws;

7.2.5. To transmit any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature;

7.2.6. To transmit any material that encourages conduct that could constitute a criminal offence under Applicable Law; or

7.2.7. To violate the Intellectual Property of others.

8. Proprietary Rights

8.1. Customer Data. As between RingCentral and Customer, all title and Intellectual Property rights in and to the Customer Data is owned exclusively by Customer. Customer hereby grants a royalty-free, fully paid-up, worldwide, limited, non-assignable, non-sublicenseable right and licence to RingCentral and its affiliates and subcontractors to copy, duplicate, transmit, process, and use Customer Data to provide services to Customer in connection with Customer’s subscription to, or use of, Contact Center.

8.2. RingCentral’s Intellectual Property Rights

8.2.1. Customer agrees that all rights, title and interest in and to all Intellectual Property in Contact Center and any Contact Center Materials are owned exclusively by RingCentral or its licensors. Except as provided in this Agreement, the limited licence granted to Customer does not convey any rights in the Contact Center or any Contact Center Materials, express or implied, or ownership in the Contact Center, any Contact Center Materials, or any of RingCentral’s or its licensors’ Intellectual Property.

8.2.2. Customer hereby grants RingCentral a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual licence to use or incorporate into the Contact Center or any Contact Center Materials any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Representatives relating to Contact Center.

8.2.3. Customer agrees not to display or use the RingCentral Marks in any manner without RingCentral’s express prior written permission, to be granted or denied in RingCentral’s sole discretion. Any use of RingCentral Marks will be governed by RingCentral’s then-current policies on its trade mark, logo and brand usage. Third Party Marks are the property of such third parties. Customer is not permitted to use these Third Party Marks without the prior written consent of such third party that owns the Third Party Marks.

8.2.4. Any rights not expressly granted herein are reserved by RingCentral or its licensors.

9. Theft of Services; Notice to RingCentral

Customer is responsible for monitoring Customer’s use of Contact Center for possible unlawful, unauthorised or fraudulent usage. Customer shall notify RingCentral immediately if Customer becomes aware or has reason to believe that its services through Contact Center are being stolen or fraudulently used. RingCentral shall not be liable for any damages whatsoever resulting from fraudulent, unlawful or unauthorised use of Customer’s account. Customer shall be liable for all use of Contact Center through its subscription, including any and all stolen Services or fraudulent or unauthorised use of Contact Center.

10. Data Storage and Management

Storage and management of Customer-owned data for use with Contact Center will be provided by RingCentral at a rate specified in the Service Contract or, if no rate is listed or Customer is not under a Service Contract, at RingCentral’s then-current data storage and management rates. RingCentral may destroy all Customer stored data thirty (30) days after the deactivation of Customer’s subscription to Contact Center or the termination or expiration of the Agreement.

11. Indemnity

11.1. To the maximum extent permitted by Applicable Law, Customer shall fully defend, indemnify, and hold harmless , individually and collectively, RingCentral, its affiliates, agents, resellers, and other providers who furnish goods and services to Customer in connection with the Services, and their officers, directors, managers, employees, and shareholders, from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable legal fees and dispute resolution expenses) arising from: (i) the acts or omissions of Customer, its past, present, or future officers, directors, employees, contractors, subcontractors, representatives, or agents arising from or connected with the performance of this Agreement or the use of Contact Center including without limitation, violations of (or actions or omissions which cause RingCentral to violate) Applicable Law; (ii) allegations that Customer’s (or Customer’s End Users’) use, or operation, of Contact Center, or any part thereof, infringes, misappropriates, or violates the Intellectual Property of any third party.

12. Additional Terms for SMS Usage

12.1. SMS usage may be subject to fees and charges imposed by third-party wireless service providers under contractual mobile plans. Text messaging and wireless service are not available in all areas.

12.2. Customers who send text messages to “opt-in” lists must have a method of confirming or verifying subscriptions and be able to show evidence of subscriptions for users who complain about unsolicited text messages. Customer is also required to process opt-out requests within one (1) business day.

12.3. Customer will not initiate an outbound text message unless it has received consent. Examples of permissible situations where Customer may properly send an outbound text message include, but are not limited to:

12.3.1. Customer sends a text message to patron while on a call with patron’s consent;

12.3.2. Customer sends a text message in response to patron’s text message; or

12.3.3. Customer sends a text message through the IVR in response to patron’s consent.

For clarity, RingCentral makes no warranty or representation that the foregoing activities are compliant with Applicable Law and it is Customer’s sole responsibility to ensure that it only sends outbound texts messages in compliance with all Applicable Law.