Legal

End User License Agreement and Terms of Service for Glip

This End User License Agreement and Terms of Service (“Agreement”) contain the terms and conditions upon which RingCentral, Inc. (“RingCentral”) provides Glip (“Glip”) 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 license to, and the terms governing Customer’s use of, Glip are further subject to the general RingCentral End User License Agreement and Terms of Service (the “General EULA”, available at http://www.ringcentral.com/legal/eulatos.html), the terms of which are incorporated herein by reference, with Glip 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 capitalized 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), constitution, treaty, convention, ordinance, equitable principle, code, 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.

CRTC” means the Canadian Radio-television and Telecommunications Commission (CRTC).

EC Directive” means the United Kingdom’s the Privacy and Electronic Communications (EC Directive) Regulations of 2003.

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

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

CMCA” means Singapore’s Computer Misuse and Cybersecurity Act, Chapter 50A.

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

Customer Data” means any information provided by Customer to RingCentral, or data that is uploaded and/or shared through Glip, including without limitation, conversations, files, schedules, tasks, agent names, phone numbers, text messages, email addresses, skills, and work performance metrics, or any other content provided by Customer. It shall also be defined as the contact history, which is a record of the transactions processed by RingCentral. Items in contact history 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.

Customer Contact Data” includes the names, addresses, phone numbers, email addresses and other information that users shared on Glip.

Customer Content” means any information that is transmitted through, stored in, or processed by the Service that is generated by (a) Customer or (b) a third party interacting with Customer through the service. Customer Content includes, without limitation, any files a Customer uploads to the Service, notes a Customer posts to the Service, and the contents of any conversations in which Customer engages through the Service.

Documentation” means documentation and similar materials concerning Glip that RingCentral distributes generally to End Users licensed in connection with their subscriptions to Glip, 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 Glip.

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, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trademarks, 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 rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

Marks” means United States and foreign trademarks, service marks, copyrights, patents, trade dress, logos, and product and service names.

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

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

PDPA” means Singapore’s Personal Data Protection Act of 2012.

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

RingCentral Marks” means Marks of RingCentral.

SCA” means Singapore’s Spam Control Act, Chapter 311A.

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

Services” means products and related services listed on any Service Contract relating to Glip, with the exception of equipment. These items may include but are not limited to, service for Glip, Telecom Carrier Services, Long Distance, Inbound Voice, Chat, Text and Email, 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.

TCPA” means the United States Federal Telephone Consumer Protection Act of 1991.

2. Compliance with Laws

Customer shall be solely responsible for complying with all Applicable Laws of the country or territory in which Customer uses Glip. In addition, Customer shall be solely responsible for all actions and omissions related to compliance with local, state, federal and international consumer protection and marketing laws, regulations, guidelines and industry standards, including but not limited to, the Federal Telephone Consumer Protection Act of 1991, Telemarketing Sales Rule, Do Not Call Registry, Mobile Marketing Best Practices, and Common Short Code Acceptable Use Policy, and any other similar laws, rules or regulations. If Customer receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance by its subscription to Glip 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 Glip. Any such modifications and/or amendments to this Agreement shall become effective upon publication on RingCentral’s website at http://www.ringcentral.com/legal/eulatos.html. Customer’s continued use of Glip following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto.

3. Limited License

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 license to use Glip and any Glip Materials provided in connection therewith solely to operate Glip 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 Glip or any of its documentation, or to use the same for any purpose other than its internal business purposes and by it and its Representatives.

Customer shall not (a) attempt to reverse engineer, decompile, disassemble, or otherwise translate or modify Intellectual Property in Glip or any Glip Materials in any manner; (b) market, sell, assign, license, sublicense or otherwise transfer, transmit, or convey such Intellectual Property; (c) defeat, disable, or circumvent any protection mechanism related to Glip; (d) allow any service provider or other third party, with the exception of RingCentral’s authorized 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 any of the Intellectual Property in Glip or any Glip Materials for any use or purpose, except as expressly permitted under the Agreement to operate Glip during the Service Term, and Customer shall not disclose any of such Intellectual Property to any other person or entity.

All of Customer’s use of Glip and any Glip 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 Glip, the Glip 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 license granted to Customer if Customer uses Glip or any Glip Materials for any illegal purpose or in any way contrary to any law or regulation or in violation of this Agreement, tampers with or modifies Glip or any Glip Materials without RingCentral’s prior authorization, or if Customer uses Glip other than for the intended use or purpose.

4. New Versions of Glip.

RingCentral, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to Glip. Customer acknowledges and agrees that RingCentral has no obligation to make available to Customer any subsequent versions of Glip. 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 version of Glip.

5. NO 911 SERVICES OFFERED WITH GLIP.

GLIP DOES NOT PROVIDE 911 OR E911 SERVICES TO CUSTOMERS.

6. Glip and HIPAA Restrictions; No Use of PHI

RINGCENTRAL MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, THAT (A) GLIP OR CUSTOMER’S USE THEREOF WILL COMPLY WITH HIPAA, HITECH, OR ANY OTHER LAW OR (B) CUSTOMER’S USE OF GLIP WILL RENDER CUSTOMER OR ANY OTHER PARTY COMPLIANT WITH HIPAA, HITECH, OR ANY OTHER LAW.

CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY HIPAA-RELATED PRODUCTS, SERVICES, PROGRAMS, OR FEATURES OFFERED BY RINGCENTRAL WITH RESPECT TO RINGCENTRAL OFFICE OR CUSTOMER’S RINGCENTRAL OFFICE PLAN OR ANY OTHER PLAN OR SERVICES OTHER THAN GLIP (INCLUDING, WITHOUT LIMITATION, THE RINGCENTRAL HIPAA CONDUIT SETTING, THE RINGCENTRAL HIPAA BAA PROGRAM, AND ANY BUSINESS ASSOCIATE AGREEMENT RELATED TO ANY RINGCENTRAL OFFICE PLAN) DO NOT APPLY TO OR OPERATE WITH RESPECT TO GLIP OR CUSTOMER’S USE THEREOF. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT USE OF GLIP TO TRANSMIT, RECEIVE, STORE, PROCESS, CREATE, OR MAINTAIN PHI IS EXPRESSLY PROHIBITED UNDER THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT NEITHER IT NOR ANY USER OR END USER OF ITS GLIP PLAN OR ANY OTHER PARTY ACTING ON ITS BEHALF, AT ITS DIRECTION OR REQUEST, OR WITH ITS CONSENT, AUTHORIZATION, APPROVAL, OR KNOWLEDGE SHALL USE GLIP FOR ANY OF THE FOREGOING PURPOSES.

7. Customer’s Responsibilities

7.1. Customer is solely responsible for any and all activities that occur with its subscription to Glip 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.

7.2. Customer is solely responsible for any and all content which is posted, accessed, shared or used through our Services.

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

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

7.3.2. 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 Glip or another’s computer, system, or network;

7.3.3. Not use Glip for illegal purposes;

7.3.4. Not interfere or disrupt networks connected to Glip;

7.3.5. Not misrepresent the Customer’s or its End Users’ identities to other users of Glip or others.

7.3.6. Not post, promote, or transmit through Glip any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable material of any kind or nature;

7.3.7. Not to transmit or post through Glip any material that encourages conduct that could constitute a criminal offense or give rise to civil liability;

7.3.8. Not interfere with another user’s use and enjoyment of Glip or other RingCentral services;

7.3.9. Not use the Glip to send unsolicited commercial e-mail (“UCE”) to any person (UCE includes, without limitation, any e-mail that is sent to a person 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);

7.3.10. Not use Glip to transmit, receive, store, process, create, or maintain PHI; and

7.3.11. 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 Glip

8. Acceptable Use

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

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

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

8.2.2. To infringe the rights of others, including without limitation transmitting, distributing, storing, or processing Customer Content in Glip in violation of a third party’s Intellectual Property Rights;

8.2.3. To interfere with other users, agents, services, or equipment of Glip;

8.2.4. To send unsolicited commercial e-mail in violation of Applicable Laws;

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

8.2.6. To transmit any material that encourages conduct that could constitute a criminal offense under Applicable Law;

8.2.7. To violate the Intellectual Property of others;

8.2.8. To interfere with the integrity or performance of our Services or any third-party data contained in our Services;

8.2.9. To store materials or enable communications that are unlawful, libelous, obscene, discriminatory, abusive, or otherwise objectionable;

8.2.10. To misrepresent Customer’s identity;

8.2.11. To make available content or enable communications that include information that Customer does not have the right to disclose under any law or contractual or fiduciary relationship;

8.2.12. To make available any unsolicited or unauthorized advertising, promotional material, or any other form of solicitation, including without limitation in violation of the TCPA, CRTC, EC Directive, or the SCA, CMCA and PDPA, or any other similar law, rule or regulation; or

8.2.13. To manipulate any identifiers to disguise the origin of any communication transmitted through the Service.

8.3. Customer may not use manual or automated devices, software, or other processes to crawl or spider web pages provided by or on behalf of RingCentral, including without limitation those provided in connection with Glip.

9. Privacy Policy; Collection and Use of Customer Data and Content

9.1. Privacy Policy. Glip is committed to protecting Customer privacy. Glip is subject to the RingCentral Privacy Policy, the terms of which are incorporated herein by reference (available at http://www.ringcentral.com/legal/privacy-policy.html). Glip is also subject to the additional terms in this Section 9. To the extent there is any conflict between the terms of the RingCentral Privacy Policy and this Agreement, the applicable terms of this Agreement shall govern.

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

9.3. Customer Content. All Customer Content that is posted, accessed, shared or stored through our Services is solely the responsibility of the Customer. RingCentral makes no representation, warranty, assurance, guarantee or inducement of any kind with respect to the Customer Content, including without limitation, any warranty of accuracy or completeness, merchantability or fitness for a particular purpose, or with respect to the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons or entities. RingCentral will use commercially reasonable efforts to ensure the confidentiality of Customer Content. RingCentral shall in no way be liable to Customer in the event third parties have access to Customer’s Customer Content because Customer has provided such access.

9.4 Customer Identity. RingCentral makes no representation, warranty, assurance, guarantee or inducement of any kind with respect to the identity of Users with whom Customer may interact when using our Services, the authenticity of any profile or other information that Users may provide about themselves, or any relationships that Users purport to have.

9.5 Removal of Data. Any Customer Data or Customer Content that is found to be, or that RingCentral suspects is, in violation of violates this Agreement may be removed by RingCentral with or without notice to Customer or any User of the Services.

9.6 Collection of Customer Contact Data. RingCentral collects the e-mail addresses of individuals who communicate via Glip, or communicate with RingCentral via e-mail. RingCentral collects information on web pages users access or visit, and information volunteered by the user. This may include, but is not limited to things like consumer survey information and site registrations.

9.7 Use of Customer Contact Data. Customer Contact Data provided by users is available to other users within Glip operating within Customer’s domain, or to external users when invited by someone within Customer’s domain.‬ RingCentral uses Customer Contact Data to enable the Glip Services to function properly, to complete exchanges of information between users of Glip, to administer Customer’s account, to improve the Services and to detect and prevent fraud. RingCentral may also use Customer Contact Data to contact Customer to provide Customer with information about the Services, including information about security or other technical issues, or to request feedback or input.

10. RingCentral’s Intellectual Property Rights

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

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

10.3. 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 trademark and logo 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.

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

11. Theft of Services; Notice to RingCentral.

Customer is responsible for monitoring Customer’s use of Glip for possible unlawful or fraudulent usage. Customer shall notify RingCentral immediately if Customer becomes aware or has reason to believe that its services through Glip are being stolen or fraudulently used. Customer acknowledges and agrees that Customer’s failure to notify RingCentral may result in the termination of Services and additional charges to Customer. RingCentral shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s account. Customer shall be liable for all use of Glip through its subscription, including any and all stolen Services or fraudulent use of Glip.

12. Data Storage and Management.

Glip uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the service. Glip owns all Intellectual Property relating to Glip software application and the Services. Customer retains all rights to Customer’s data that Customer provides to RingCentral pursuant to Customer’s use of Glip.‬‬‬‬‬

Customer acknowledges and agrees that its data may be stored in servers located in the United States, Canada, United Kingdom, Switzerland or in any other country, depending‬ on decisions made by RingCentral or its storage providers in their sole discretion. RingCentral shall take reasonable precautions—including, without limitation, technical, administrative and physical measures—to safeguard Customer’s information. RingCentral shall use commercially reasonable technical safeguards such as firewalls and data encryption to secure Customer’s data. Customer acknowledges and agrees that RingCentral may authorize access to personally identifiable information, including without limitation email addresses, for those employees, contractors and agents who need to know that information in order to operate, develop or improve RingCentral’s services.

RingCentral may destroy all Customer Content thirty (30) days after the deactivation of Customer’s subscription to Glip or the termination or expiration of the Agreement.

13. Warranty Disclaimer

THE 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 OR MISAPPROPRIATION 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 YOU.

RINGCENTRAL MAKES NO WARRANTY ON UP-TIME, RESPONSE TIMES, LATENCY, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE, AND/OR QUALITY OF VOICE OR FAX COMMUNICATIONS. RINGCENTRAL EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES ARE APPROPRIATE FOR HIGH-RISK OR OTHER ACTIVITIES WHERE FAILURE OF THE SERVICE COULD RESULT IN SERIOUS HARM TO PERSONS OR PROPERTY.

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, RESELLERS, PARTNERS, OR AFFILIATES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

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.

14. Limitation of Liability

IN NO EVENT SHALL RINGCENTRAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF RINGCENTRAL HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY RINGCENTRAL. 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 IMMEDIATELY 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.