RingCentral Supplier Term Sheet

Effective July 1, 2020
These terms and conditions are made a part of and govern the agreement between the supplier (“Supplier”) and the RingCentral entity (“RingCentral”) listed on those statements of work, purchase order, or similar order documents executed by the Parties (collectively, the “Agreement”).  Unless otherwise agreed to in writing by the Parties, no Agreement is effective until signed by an authorized representative of RingCentral (Director or above).  In the event of a conflict between these terms and conditions and any other documents which make up the Agreement, these terms and conditions will control unless such conflict is expressly called out and agreed to between the parties. 
1. Background Checks. Supplier acknowledges and agrees that background investigations shall be performed by the Supplier, to the extent permitted and conducted in accordance with applicable laws, for all Supplier personnel who: (a) perform Services onsite at RingCentral’s or Customer’s facility; whether or not escorted; or (b) have or will gain access to any of RingCentral’s or Customer’s information technology systems. Each background check shall include the following minimum review of all Personnel: identity verification (utilizing Social Security numbers or other state/national ID number) and a criminal history check. Background checks must be performed by a member of the National Association of Professional Background Screeners or a competent industry-recognized Company with the same level of professionalism within Supplier’s jurisdiction. Supplier will obtain written consents from such personnel, on forms provided by or otherwise acceptable to RingCentral, as may be necessary to conduct such investigations. Supplier will provide executed copies of such consents to RingCentral promptly upon RingCentral’s request.
2. Code of Conduct. Vendor shall comply with, or exceed, the requirements in the RingCentral Vendor Code of Conduct located at https://www.ringcentral.com/legal/vendor-code-of-conduct.html, as may be updated from time to time.
3. Compliance with Laws. In performing its obligations under the agreement, the Supplier shall and shall ensure that each of its subcontractors shall comply with all applicable laws, statutes, regulations in force from time to time including without limitation, taking reasonable steps to ensure that there is no modern slavery or human trafficking in the Suppliers or subcontractors supply chains or in any part of their business. 
4. Return of Confidential Information. The Receiving Party shall not be required to return or destroy copies of confidential information that remain solely in backup or archival storage, including email archives; provided, that all such copies shall remain subject to this Agreement.
5. For US-Only Lead Services. Supplier represents and warrants that US-only leads, sourced in compliance with all applicable laws from US-only data sources will be provided.  Supplier shall indemnify RingCentral against third party claims resulting from breach of this warranty.
6. For non-US Lead services. The Supplier warrants and represents that: (a) the information provided to RingCentral by or on behalf of the Supplier regarding any and all personal data  of individuals or business contacts provided by Supplier (“Supplier Personal Data”) is complete and accurate, including any information: (i) provided as part of any due diligence or audit conducted prior to or following the date of this Agreement; (ii) any information regarding notice, consents, limitations and the purposes for which Supplier Personal Data may be Processed; (b) it has done all things necessary to ensure compliance with the General Data Protection Regulation(“GDPR”), Privacy and Electronic Communications Directive 2002/58/EC, Personal Information Protection and Electronic Documents Act, CAN-SPAM Act, and any other laws in any jurisdiction from which you may provide (“ Privacy Laws”) Supplier Personal Data; (c) it has provided all individuals  whose personal data including any contact information you share with RingCentral with information necessary to ensure fair Processing (such as information about the purposes of Processing, the transfer of Personal Data to RingCentral and onward transfer to RingCentral affiliates), including without limitation any data collected via websites or cookies, to allow RingCentral to process Supplier Personal Data in accordance with its rights under this Agreement; (d) it has obtained, and can demonstrate on request, all necessary consents (where applicable) in relation to Supplier Personal Data, including without limitation in relation to cookies and other similar tracking technologies as required under Privacy Laws; (e) the Supplier Personal Data does not contain any Sensitive Personal Data or Personal Data concerning any Data Subject under the age of 18 years old, and Supplier shall not pass such data to Ring Central without RingCentral's prior written consent; (f) any transfers of Supplier Personal Data to RingCentral are in compliance with Privacy Laws; (g) it shall promptly inform RingCentral (and keep RingCentral informed) of the exercise by any individual of their rights under Privacy Law, including without limitation the right to require the rectification or erasure of Supplier Personal Data, the restriction of the Processing of Supplier Personal Data and the portability of Supplier Personal Data; and (h) at all times it complies with rules and regulatory guidelines (including without limitation mobile and social media platform rules and policies and onward transfer of personal information) applicable to its collection and delivery of Supplier Personal Data to RingCentral, for RingCentral's use in accordance with this Agreement (the "Rules"). The Rules include without limitation: (i) all rules and guidelines, as applicable to the Territory, issued by the United States Federal Trade Commission; (ii) Self-Regulatory Principles of the Digital Advertising Alliance, including but not limited to the European Interactive Digital Alliance; (iii) Code of Conduct of the Network Advertising Initiative; (iv) Principles of the European Interactive Digital Alliance; (v) Internet Advertising Bureau; and (vi) Direct Marketing Association. Supplier shall indemnify RingCentral and keep RingCentral fully indemnified from and against all loss, harm, cost (including reasonable attorney's fees), fines, expenses and liabilities that RingCentral may suffer or incur as a result of Supplier’s breach or non-compliance with these requirements.
7. Limitation of Liability. In no event shall: (a) either party be liable for any consequential, incidental, indirect, punitive or special damages, and (b) RingCentral’s liability exceed the cost of any the Agreement which gave rise to the claim without RingCentral’s prior written approval.
8. Overtime. Unless expressly agreed to in the Agreement, Supplier is not allowed to work overtime unless pre-approved in writing by the RingCentral manager. Failure of Supplier to adhere to this policy may result in RingCentral, in its sole discretion, terminating the Agreement at any time.
9. Publicity.  Neither party will release information about the existence of this Agreement, including the terms and conditions found in this Agreement, through any social media, application, or website, including but not limited to, the issuance of any news release, announcement, denial or confirmation. The parties must obtain prior written authorization from the other parties’ corporation communications department for any exceptions to this Section. Nothing in this Agreement implies that either party will agree to any publicity whatsoever.
10. Ownership of deliverables.  Unless otherwise specified in the Agreement, Supplier represents and warrants that: (a) the deliverables shall be an original work of Supplier and in performing the Services and furnishing deliverables; (b) Supplier has not transferred or assigned to any third party any proprietary rights in the deliverables unless expressly set out in the Agreement; (c) no portion of the deliverables shall be subject to any lien, encumbrance, security interest, or other restriction of any nature; (d) Supplier has all rights necessary to grant to RingCentral licenses to Supplier’s pre-existing intellectual property incorporated into any deliverable; (e) RingCentral shall be free to use all deliverables without restriction; (f) Supplier has complied with all Laws in acquiring or generating any and all deliverables; (g) all deliverables shall be free from defects in workmanship and materials and shall be fit for the purposes for which such deliverables is intended; and (h) no deliverables or other content or materials provided or used by Supplier or any of its personnel or subcontractors (or RingCentral’s, its Affiliates, or their officers’, directors’, or employees’ use thereof) shall: (v) violate any Law; (w) infringe or misappropriate any IP right; (x) violate any right (including without limitation any right of publicity or privacy); (y) defame any party; or (z) constitute or include any tortious element or content.  In addition to all other remedies available to RingCentral under this Agreement or any SOW, as a remedy for breach of any of the foregoing representations or warranties, RingCentral may elect, at RingCentral’s option: (aa) the replacement of non-conforming deliverables, which shall be accomplished by Supplier at no charge to RingCentral; (bb) repair, modification or adaptation of the non-conforming deliverables at Supplier’s expense; or (cc) return of the non-conforming deliverables to Supplier and a full refund to RingCentral of the purchase price paid therefor.
11. Title & Risk of Loss. Notwithstanding anything contrary in the Agreement, title and risk of loss or damage to the deliverables shall pass from Supplier to RingCentral upon completion of Services for RingCentral or RingCentral’s end Customer, as specified in the applicable Order Form or SOW.