Customer License Agreement

October 22, 2021

THIS CUSTOMER LICENSE AGREEMENT (“AGREEMENT”) GOVERNS THE USE OF SERVICES, SOFTWARE, AND EQUIPMENT LICENSED BY RINGCENTRAL AND PROMOTED TO YOU BY A RINGCENTRAL CHANNEL PARTNER, ACTING AS RINGCENTRAL’S AUTHORIZED AGENT. READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE INSTALLING, DOWNLOADING OR USING THE SERVICES, SOFTWARE, OR EQUIPMENT. BY INSTALLING, DOWNLOADING, OR USING THE SERVICES, SOFTWARE, OR EQUIPMENT, OR AUTHORIZING OTHERS TO DO SO, YOU, ON BEHALF OF YOURSELF AND THE ENTITY FOR WHOM YOU ARE DOING SO (HEREINAFTER REFERRED TO INTERCHANGEABLY AS “CUSTOMER,” “YOU,” OR “YOUR”), AGREE TO THIS AGREEMENT AND CREATE A BINDING CONTRACT BETWEEN YOU AND THE APPLICABLE RINGCENTRAL CONTRACTING PARTY AS SPECIFIED IN SECTION 7 (“RINGCENTRAL”). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE, SERVICES, OR EQUIPMENT.

UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THE RINGCENTRAL ONLINE TERMS OF SERVICE. THIS AGREEMENT IS AVAILABLE AT https://www.ringcentral.com/legal/BoB-CLA.html (OR ANY OTHER SUCCESSOR LOCATION SPECIFIED BY RINGCENTRAL) AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAY BE UPDATED BY RINGCENTRAL FROM TIME TO TIME. BY CONTINUING TO USE THE SERVICES, SOFTWARE, OR ANY RENTAL EQUIPMENT AFTER THE EFFECTIVE DATE OF ANY UPDATES TO THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE UPDATED TERMS.

 

1. RingCentral Online Terms of Service

 

Subject to the terms of this Agreement (including the RingCentral Online Terms of Service, which are defined in Section 7.7 and Table 2 and form a part of this Agreement), you may use the Services, Software, and equipment to the extent you have a RingCentral Channel Partner, who (1) executes contracts (including Order Forms) with you and bills and collects payment from you, in each case on RingCentral’s behalf, for the Services, Software, and equipment and (2) is authorized by RingCentral to do so. Otherwise, you may use the Services, Software, and equipment, subject to the RingCentral Online Terms of Service, and Sections 2 through 5 in this Agreement do not apply.

 

2. RingCentral Channel Terms

 

2.1 Overview. RingCentral has the right to directly communicate and interact with Customer and to directly exercise and enforce RingCentral’s rights under this Agreement.

2.2 Seller of Record. The Services, Software, and equipment are sold and provided to Customer by RingCentral, and not the RingCentral Channel Partner.

2.3 Billing and Payment Terms. Unless otherwise agreed in writing with RingCentral, the payment terms in the RingCentral Online Terms of Service apply. Notwithstanding anything to the contrary in the RingCentral Online Terms of Service, RingCentral or your RingCentral Channel Partner (as applicable) may permit you to purchase Services, Software, and equipment via means other than credit or debit card. In addition, RingCentral has assigned to the RingCentral Channel Partner specified on your Order Form the right to collect payment from you of amounts owed to RingCentral under your Order Form. The RingCentral Channel Partner is a third-party beneficiary to this Agreement, but solely with respect to the right to collect Customer’s payments under your Order Form. RingCentral may revoke its assignment of the RingCentral Channel Partner’s collections rights upon 30 days’ prior written notice to the RingCentral Channel Partner and Customer.

 

3. Term; Termination

 

3.1 Term. The Term in the RingCentral Online Terms of Service applies to this Agreement, unless terminated earlier in accordance with this Section 3.

3.2 Termination for Cause. The termination for cause provisions in the RingCentral Online Terms of Service apply to this Agreement. To the extent permitted by applicable law, a cause enabling RingCentral to terminate this Agreement or any Services, Software, or rental equipment hereunder, in whole or part, by giving written notice to Customer shall be given in particular if RingCentral is not paid in accordance with the payment terms between the RingCentral Channel Partner and RingCentral and such breach of payment terms is not cured by the RingCentral Channel Partner within thirty (30) days after RingCentral provides (I) the RingCentral Channel Partner and (ii) you with notice of such breach.

 

4. Intellectual Property

 

Notwithstanding anything to the contrary in the RingCentral Online Terms of Service, to the extent you may use the Services, Software, and equipment in accordance with the first sentence in Section 1, subject to, and conditional upon Customer’s compliance with the terms of this Agreement, RingCentral grants to Customer and its End User, a limited, personal, revocable, non-exclusive, non-transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by RingCentral to the Customer as part of the Services (“Software”) to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to RingCentral being timely paid for the Services. Except as expressly provided in this Agreement, the limited license granted to Customer in this section does not convey any ownership or other rights or licenses, express or implied, in the Services, any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise. 

 

5. Limitations of Liability

 

THE LIMITATIONS OF LIABILITY IN THE RINGCENTRAL ONLINE TERMS OF SERVICE APPLY TO THIS AGREEMENT, AND IN ADDITION, NONE OF RINGCENTRAL, ITS AFFILIATES, OR ITS LICENSORS, WILL BE LIABLE TO CUSTOMER FOR LOSSES INCURRED BY CUSTOMER ARISING OUT OF OR IN CONNECTION WITH (1) WARRANTIES, RIGHTS, OR, CONCESSIONS MADE OR PROVIDED TO CUSTOMER BY THE RINGCENTRAL CHANNEL PARTNER OR ITS AFFILIATES; OR (2) ANY ACT OR OMISSION OF THE RINGCENTRAL CHANNEL PARTNER OR ITS AFFILIATES WHILE ENGAGED IN, OR IN CONNECTION WITH, ITS DEALINGS WITH CUSTOMER, IN EACH CASE WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF RINGCENTRAL HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

 

6. Miscellaneous

 

6.1 General. Any exercise of rights under this Agreement will be without prejudice to any other rights or remedies a party has under this Agreement or the RingCentral Online Terms of Service. With respect to the subject matter hereof, this Agreement, together with the RingCentral Online Terms of Service and the RingCentral Data Processing Addendum and, in each case, any attachments thereto, as amended by this Agreement: (a) is intended by the parties as the final, complete and exclusive expression of the terms of their agreement; and (b) supersedes all prior agreements and understandings (whether oral or written) between the parties. If and to the extent that there is a conflict between the Agreement and the RingCentral Online Terms of Service, this Agreement will prevail.

6.2 Order of Precedence. In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the applicable Order Form; (ii) this Agreement; (iii) the applicable Service Attachments; (iv) the main body of the RingCentral Online Terms of Service; (v) Use Policies incorporated by reference in the RingCentral Online Terms of Service; and (vi) and any other document expressly referred to in this Agreement or the RingCentral Online Terms of Service, which governs the Services. However, with respect to data processing, the RingCentral Data Processing Addendum shall take precedence over any inconsistent terms in any of the documents listed in the previous sentence.

 

7. Definitions

 

7.1 “Home Country” means the country that is designated as Customer’s primary or home country in the Order Form.

7.2 “RingCentral Channel Partner” means the RingCentral authorized channel partner that bills and collects payment from you for the Services, Software, and/or equipment as an authorized agent of RingCentral.

7.3 “RingCentral Contracting Party” means the party identified in Table 1 based on your Home Country. If you change your Home Country to one identified to a different RingCentral Contracting Party in Table 1, you agree that this Agreement may then be assigned by the existing RingCentral Contracting Party to the new RingCentral Contracting Party.

7.4 “RingCentral Data Processing Addendum” means the Data Processing Addendum applicable to RingCentral’s processing of personal data in the delivery of Services, located at https://www.ringcentral.com/legal/dpa.html, or any other successor location specified by RingCentral.

7.5 "RingCentral Online Terms of Service” means (1) the RingCentral Online Terms of Service available at the URL identified in Table 2 (or any other successor location specified by RingCentral) based on your RingCentral Contracting Party; or (2) other written agreement between RingCentral and you governing your purchase or use of Services, Software, and equipment.

Table 1

Home Country

Service

RingCentral Contracting Party

Mailing Address

Australia

RingCentral MVP, Contact Center,
Unify Office, Avaya Cloud Office

RingCentral Australia Pty Ltd

RingCentral Australia Pty Ltd Legal Department
680 George Street
Level 12, Sydney
NSW 2000
With a copy to
legal@ringcentral.com

Austria

Unify Office, Avaya Cloud Office,
Rainbow Office

RingCentral Germany GmbH

RingCentral Germany GmbH
Legal Department Hamburg
Business Center
Poststraße 33, 20354
Hamburg, Germany
With a copy to
legal@ringcentral.com

Belgium

RingCentral MVP, Contact Center,
Engage Digital, Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral
France SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Canada

RingCentral MVP, Contact Center,
Engage Voice,
Engage Digital

RingCentral,
Inc.

RingCentral, Inc. Legal Department
20 Davis Drive
Belmont, CA 94002 USA
With a copy to
legal@ringcentral.com

Canada

Avaya Cloud Office

RingCentral Canada
Inc.

RingCentral Canada Inc.
Legal Department
160 Elgin Street
Suite 2600
Ottawa ON K1P 1C3
Canada
With a copy to
legal@ringcentral.com

France

RingCentral MVP, Contact Center,
Engage Digital, Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral
France
SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Germany

RingCentral MVP, Contact Center,
Engage Digital

RingCentral
France
SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Germany

Unify Office, Avaya Cloud Office,
Rainbow Office

RingCentral
Germany
GmbH

RingCentral Germany GmbH
Legal Department
Hamburg
Business Center
Poststraße 33, 20354
Hamburg, Germany
With a copy to
legal@ringcentral.com

Ireland

RingCentral MVP, Contact Center,
Engage Digital, Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral
France
SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Italy

RingCentral MVP, Contact Center,
Engage Digital,Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral France SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Netherlands

RingCentral MVP, Contact Center,
Engage Digital, Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral France
SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Portugal

Avaya Cloud Office

RingCentral France SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

Spain

RingCentral MVP, Contact Center,
Engage Digital, Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral France SAS

RingCentral France SAS
Legal Department
3-5 rue Saint-Georges
75009 Paris
With a copy to
legal@ringcentral.com

United Kingdom

RingCentral MVP, Contact Center,
Engage Digital, Unify Office,
Avaya Cloud Office,
Rainbow Office

RingCentral UK Ltd

RingCentral UK Limited.
Legal Department
25 Canada Square, Level 37
London, England, E14 5LQ
With a copy to
legal@ringcentral.com

United
States

RingCentral MVP, Contact Center,
Engage Voice, Engage Digital,
Unify Office, Avaya Cloud Office

RingCentral, Inc.

RingCentral, Inc.
Legal Department
20 Davis Drive
Belmont, CA 94002 USA
With a copy to
legal@ringcentral.com

Table 2

RingCentral Contracting Party

RingCentral Online Terms of Service URL

RingCentral Australia Pty Ltd

https://www.ringcentral.com.au/legal/tos.html

RingCentral Canada Inc.

https://www.ringcentral.ca/a/legal/eulatos.html

RingCentral France SAS (if your Home Country is France)

https://www.ringcentral.fr/legal/tos.html

RingCentral France SAS (if your Home Country is Italy)

https://www.ringcentral.com/it/it/legal/eulatos.html

RingCentral France SAS (if your Home Country is Spain)

https://www.ringcentral.com/es/es/legal/eulatos.html

RingCentral France SAS (if your Home Country is Germany)

https://www.ringcentral.com/de/de/legal/tos.html

RingCentral France SAS (if your Home Country is not France, Italy, Germany, or Spain)

https://www.ringcentral.co.uk/legal/tos.html

RingCentral Germany GmbH

https://www.ringcentral.com/de/de/legal/tos.html

RingCentral UK Ltd

https://www.ringcentral.co.uk/legal/tos.html

RingCentral, Inc. (if your Home Country is the United

States)

https://www.ringcentral.com/legal/eulatos.html

RingCentral, Inc. (if your Home Country is Canada)

https://www.ringcentral.ca/legal/eulatos.html