IMPORTANT - READ CAREFULLY ALL TERMS AND CONDITIONS OF THIS BETA EVALUATION AGREEMENT PRIOR TO DOWNLOADING AND INSTALLING OR ENABLING AND USING THE BETA SOFTWARE. BETA SOFTWARE” MEANS THE PROPRIETARY RINGCENTRAL, INC. (“RINGCENTRAL”) COMPUTER PROGRAMS, MOBILE APPLICATIONS, PRODUCTS, FEATURES, AND SOFTWARE DOWNLOADED, ENABLED, OR USED BY YOU, PLUS ANY RELATED MATERIALS PROVIDED BY RINGCENTRAL IN CONNECTION WITH THIS AGREEMENT. THE BETA SOFTWARE IS FOR EVALUATION AND TESTING PURPOSES ONLY. THIS AGREEMENT GRANTS A NONEXCLUSIVE LICENSE TO USE THE BETA SOFTWARE SUPPLIED BY RINGCENTRAL TO YOU AND GOVERNS YOUR PARTICIPATION IN ANY BETA, PREVIEW, OR EARLY ACCESS PROGRAM PROVIDED BY RINGCENTRAL. IT ALSO IMPOSES CERTAIN RESTRICTIONS ON THE USE OF THE BETA SOFTWARE. BY DOWNLOADING AND INSTALLING OR ENABLING AND USING THE BETA SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE WITH THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Agreement Terms And Conditions
1. License
1.1 License Grant By RingCentral To You Subject to the terms and conditions of this Agreement, RingCentral grants to You a limited, non-exclusive, non-transferable, royalty-free, revocable license to use the Beta Software solely to test and evaluate the Beta Software. Any updates, copies, extracts, test programs and other software, and explanatory and other materials provided by RingCentral in connection with this Agreement or derived from Your use of the same are subject to the terms of this Agreement. The parties intend that the Beta Software be made available to You in the beta testing form only.
1.2 Certain Conditions Your testing work may only be performed in coordination and cooperation with the RingCentral Project or Customer Success Manager. You must keep the RingCentral Project or Customer Success Manager informed regarding the integration and evaluation work, and accept the reasonable assistance of the RingCentral Project or Customer Success Manager or their delegate.
1.3 Backup You shall not make any copies, including a backup copy, create screenshots or otherwise capture images of any portion of Beta Software, post any content referencing the Beta Software online or on any social media, including, but not limited to public reviews and blog posts concerning the Beta Software except for the purpose of communicating with RingCentral or carrying out Your feedback obligation. If the Beta Software is lost or defective, You shall contact the RingCentral Project Manager or Customer Success Manager to obtain a new copy or version of the Beta Software.
1.4 Feedback As a condition of using the Beta Software, you agree to provide feedback from time to time and to respond to reasonable requests for information regarding the Beta Product by RingCentral. Requests from RingCentral can include but is not limited to:
● Participation in a case study or blog post
● Daily testing of the Beta Product
● Participate in a press release
● Film video segments
● Serve as a reference
● Provide a quote/testimonial
● Participate in a video testimonial
● Allow RingCentral’s use of your logo in marketing material and on RingCentral’s websites
● Participate in a public speaking opportunity
RingCentral may freely use and in its sole discretion publish all suggestions, comments, feedback, and input, including all ideas, concepts, know-how, and other information contained therein.
YOU ACKNOWLEDGE AND AGREE THAT ANY INNOVATIONS, IMPROVEMENTS, MODIFICATIONS OR OTHER DEVELOPMENTS MADE UPON YOUR FEEDBACK ARE THE INTELLECTUAL PROPERTY OF RINGCENTRAL.
1.5 Limitations You acknowledge and agree that the Beta Software may be used only for evaluation and testing purposes and may not be used by You or any third party for any commercial, development, or any other purposes whatsoever except as expressly set forth in Articles 1.1 and 1.4 of this Agreement. Nothing in this Agreement grants to You any right or license to (a) copy, modify, or create any derivative work of the Beta Software; (b) use the Beta Software with any systems or equipment other than described in this agreement; (c) reverse assemble, de-compile, reverse engineer, or otherwise attempt to derive source code, the underlying ideas, algorithms, structure, or organization of the Beta Software, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation; (d) display or disclose the Beta Software to any person who has not agreed to be bound in writing by an agreement at least as restrictive as the terms of this Agreement; or (e) permit or authorize any third party to do any of the foregoing. You are not granted any license, right, or interest in any RingCentral trademarks, patents, patent applications, copyrights, trade secrets, or other proprietary rights.
1.6 Rights Notices The Beta Software includes, or is deemed to include, the following legends: Copyright © 2024 RingCentral, Inc. All Rights Reserved. RingCentral and associated design marks and logos are trademarks of RingCentral, Inc.
2. Ownership
2.1 In General You acknowledge and agree that RingCentral and its affiliates have and retain all rights, title, and interests in all Intellectual Property Rights associated with the Beta Software and related documentation and information, together with all modifications, improvements, corrections, or enhancements and otherwise thereto, whether made by RingCentral, You, or jointly by the parties. You hereby assign, transfer and convey to RingCentral all rights, title and interests in any modifications, improvements, corrections, or enhancements and otherwise thereto that are made, recommended, suggested or otherwise communicated by you.
2.2 No Transfer Except as expressly stated herein, nothing in this Agreement is intended to transfer, assign or convey any ownership rights from either party to the other.
2.3 Equipment Any software or hardware supplied by RingCentral remains the property of RingCentral and may not be sold by You or be subject to claims of creditors of You.
3. Quality Assurance
You acknowledge and agree that the Beta Software (a) may require RingCentral’s assistance to ensure its proper installation; (b) is a “Beta” version still in development and may contain errors, design flaws, bugs or other problems; (c) may not function fully or adequately upon installation without further testing, modification, and development, if ever; and (d) may result in loss of data, project delays, or other damage or loss to You.
4. Technical Assistance
RingCentral will have no technical or other support obligations to You with respect to your use and evaluation of the Beta Software. RingCentral has no obligation to correct any bugs, defects, errors, or provide uptime SLAs for the Beta Software or to otherwise support the Beta Software.
5. Fees
RingCentral waives the evaluation license fee in consideration of Your full compliance with the terms and conditions of this Agreement. Neither party shall have any obligation to pay for or provide additional engineering or support services unless the parties mutually agree or You consent to such cost in advance. Nothing in this Agreement obligates RingCentral to provide any commercial version or other test versions of any Beta Software, and RingCentral may unilaterally abandon development of the Beta Software at any time without any obligation or liability to You.
6. Artificial Intelligence
6.1 Retention of RingSense AI Data In the event the Beta Software is released on a Generally Available basis, You may elect to purchase a subscription and may retain access to content that is created by use of Beta Software. In the event You do not elect to purchase a license or subscription of the software, all RingSense AI content will be deleted at the close of Beta.
6.2 Accuracy of Results Outcomes or results produced using artificial intelligence in the Beta Software are for informational use and may not be fully accurate.
6.3 Your Obligation You or your End Users should not solely rely on artificial intelligence outcomes, outputs, or metrics to make decisions concerning employment, creditworthiness or insurability. You acknowledge that the RingCentral AI Beta Software(s) are under development, and subject to being modified, updated, or changed without prior notice, including addition or reduction in functionality.
6.4 Required Consent You represent and warrant that, prior to use of Beta Software, You will solicit and receive any required consent or permission to use artificial intelligence technology, including any consent required to use such technology to evaluate employees, users, or customers or to identify any characteristics of individuals. RingCentral will have no responsibility or liability for any cost, damages, liabilities, or fines resulting from Your (1) failure to secure such consent, or failure to honor any valid End User request to disenroll from the artificial intelligence product(s), or (2) Your use of artificial intelligence product(s) in violation of law or regulation. You agree to indemnify, defend, and hold harmless RingCentral and its affiliates against all damages, costs and attorneys’ fees finally awarded against RingCentral by a court of competent jurisdiction in connection with such third-party claims or agreed in a written settlement agreement approved in writing by You.
7. Confidentiality
7.1 Disclosures In connection with this Agreement, RingCentral may disclose to You, orally or in writing, certain nonpublic or proprietary information or materials relating to Beta Software, products, technology, business, or marketing, which RingCentral marks as “confidential” or “proprietary” at the time of disclosure or by the nature of the circumstances surrounding the disclosure can reasonably be inferred by You as confidential (“Confidential Information”). You acknowledge and agree that the Beta Software and related documentation and disclosures (including oral disclosures), any information gained from Your use or evaluation of the Beta Software including any benchmarking, and the terms and conditions of this Agreement are deemed Confidential Information of RingCentral. You further acknowledge that the Beta Software contains valuable trade secrets and confidential information of RingCentral, including but not limited to its specifications, functionality, and performance, and that You must take all reasonable precautions to prevent any disclosure of such information except as expressly permitted in this Agreement.
7.2 Obligations Except as expressly provided in this Agreement, You may not use or disclose any Confidential Information without RingCentral’s prior written consent, except to (a) Your employees, on a strictly need-to-know basis; and (b) Your current or bona fide prospective investors, investment bankers, lenders, accountants, and attorneys; in each case only to the extent reasonably necessary and provided that such persons have executed written agreements restricting use or disclosure of such Confidential Information consistent with the Your obligations under this Agreement. You agree to use at least the same care in protecting RingCentral’s Confidential Information as You use to protect Your own information of a similar nature, but in no event less than reasonable care. You may disclose Confidential Information pursuant to a subpoena, order or regulation of any court, government agency, or regulatory body; provided, however, that upon receiving such subpoena or order You must promptly inform RingCentral in writing and provide a copy thereof, must take reasonable steps to protect against disclosure, and may only disclose that Confidential Information necessary to comply with such subpoena, order, or regulation.
7.3 Exclusions Notwithstanding the foregoing, “Confidential Information” does not include information (including but not limited to ideas, concepts, know-how, techniques, and methodologies) that:
(A) Was public knowledge at the time of disclosure or thereafter becomes public knowledge through no breach or act of negligence of You;
(B) Was known to You prior to the date of disclosure, as evidenced by contemporaneous written records; or
(C) Was acquired from a third party by You with a right to disclose it and without breach of any obligation of confidentiality.
7.4 Injunctive Relief You acknowledge that, due to the unique nature of RingCentral’s Confidential Information, RingCentral will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. Accordingly, in addition to any other remedies that may be available in law, in equity, or otherwise, RingCentral is entitled to injunctive relief to prevent such unauthorized use or disclosure.
8. Restrictions on Use of Beta Product
The Beta Software may not have been reviewed for and may not comply with privacy or other regulations outside of the United States. Beta Software does not classify data by category and there is no agreement between the Parties regarding processing sensitive or special categories of data, such as Protected Health Information (PHI), children’s personal data, or educational records. Specifically, use of Beta Software to create, collect, transmit, maintain, or otherwise process PHI is strictly prohibited. You acknowledge that use of Beta Software is outside the terms of any RingCentral Business Associate Agreement and therefore agree to indemnify and hold harmless RingCentral from any and all claims, losses, costs, expenses, damages, or other liability (including reasonable legal fees) suffered or incurred by RingCentral as a result of any violation arising out of or in connection with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the processing of PHI. Beta Software is not intended or certified for use in processing payment. You represent and warrant that you will not cause covered PCI data to be processed by Beta Software.
9. Data Privacy
RingCentral respects Customer’s privacy and will only use the information provided by Customer to RingCentral or collected in the provision of the Services in accordance with RingCentral’s Data Processing Addendum, available at https://www.ringcentral.com/legal/dpa.html, incorporated by reference. RingCentral may update the Data Processing Addendum from time to time and will provide notice of any material updates to the Customer as required by applicable Laws at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to Customer. Our Privacy Notice can be found at https://www.ringcentral.com/legal/privacy-notice.html
10. Term And Termination
10.1 Term This Agreement commences once the Beta software is made generally available, unless earlier terminated pursuant to Section 10.2.
10.2 Termination Either party may terminate this Agreement at any time, with or without cause, by providing the other party with at least one (1) day prior written notice of termination.
10.3 Effect Of Termination Neither party incurs any liability or compensation obligation whatsoever for any damage (including without limitation damage to or loss or goodwill or investment), loss, or expenses of any kind suffered or incurred by the other party arising from or relating to the fact that this Agreement has been terminated pursuant to the terms of this Section 10 (Term And Termination), whether or not such party is aware of any such loss or expenses.
10.4 Obligations Upon Termination As soon as practicable following any termination or expiration of this Agreement (and in no event more than 5 business days thereafter), You agree to return to RingCentral, at Your sole risk and expense and in the same condition as received from RingCentral (a) the Beta Software and all Confidential Information of RingCentral including any copies of drawings, specifications, manuals, and other printed or reproduced material (including information stored on machine-readable media) relating to the Beta Software and other Confidential Information of RingCentral; provided, however, that Yourinternal notes and analyses may be destroyed by You and so certified in writing to RingCentral; and (b) all hardware provided by RingCentral to You, in the same condition (reasonable wear and tear excepted) as received from RingCentral.
10.5 Survival The following provisions survive any expiration or termination of this Agreement: Sections 2, 3, 6, 7, 11, 12, the applicable provisions of Article 14 and any provision of this Agreement that by its nature should survive the expiration or termination of this Agreement.
11. As-is; Disclaimer of Warranties
RINGCENTRAL EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY BETA SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF THE BETA SOFTWARE. TO THE EXTENT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT THE BETA SOFTWARE IS BEING PROVIDED AND MADE AVAILABLE ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND.
YOU AGREE THAT THE BETA OFFERING IS NOT COMPLETE IN DEVELOPMENT, MAY NOT BE FULLY FUNCTIONAL OR RELIABLE, AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF YOUR INFRASTRUCTURE OR SERVICES PROVIDED BY RINGCENTRAL OR ANOTHER PARTY. WHEN USED THE BETA SOFTWARE, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU. RINGCENTRAL EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR DATA ACCESSED OR USED IN CONNECTION WITH THE BETA SOFTWARE.
12. Limitation Of Liability
Please read this section carefully as it limits the liability of RingCentral to You.
IN NO EVENT WILL RINGCENTRAL OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY, OR OTHER FORM OF ACTION, AND INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST DATA OR PROFITS, AND EVEN IF YOU HAVE ADVISED RINGCENTRAL OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT, AND THAT THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
13. Export Restrictions
You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries, and not to transfer, or authorize the transfer, of the Beta Software to a prohibited country or otherwise in violation of any such restrictions or regulations.
14. Miscellaneous
14.1 Force Majeure A delay or failure by either party to perform its obligations (other than payment obligations) under this Agreement is excused to the extent caused by unforeseeable circumstances beyond the party’s control such as a strike, act of deity, riot, war, fire, explosion, natural disaster, or embargo. The party requesting relief must notify the other party in writing without delay at the commencement and conclusion of such circumstances.
14.2 Governing Law This Agreement is governed by the laws of California. Any action relating to this Agreement must be venued in San Francisco County, California, and the parties consent to jurisdiction and venue in the state and federal courts, as applicable, in that county. Choice of law rules do not apply, regardless of jurisdiction.
14.3 Severability If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the parties do not intend for this determination to affect or impair the validity, legality, and enforceability of the remaining provisions of this Agreement in any way.
14.4 Changes to this Agreement. RingCentral reserves the right to modify the terms and conditions of this Agreement from time to time, and RingCentral will use commercially reasonable efforts to communicate any material change to You. Use of the Beta Offering may require acceptance of new, modified, or additional terms of use from time-to-time by and through You, Your administrator, or other account owner. By continuing to use the Beta Software and not issuing a notice of termination of this Agreement, unless expressly prohibited by law, You agree that such actions will be deemed acceptance of, and Your agreement to be bound by, any such new, modified, or additional terms.
14.4 Assignment You may not assign any rights or delegate any duties under this Agreement without RingCentral’s prior written consent. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns. Any purported assignment in violation of this Article 12.4 is invalid.
14.5 No Waiver No waiver may be implied from conduct or failure to enforce rights. No waiver is effective unless signed in writing on behalf of the party claimed to have waived.
14.6 Relationship Of Parties The parties are independent contractors; there is no relationship of principal to agent, employer to employee, or franchisor to franchisee between the parties. Neither party has authority to bind the other or incur any obligation on its behalf. The parties have negotiated this Agreement with the advice of counsel and approval of their authorized representatives, and this Agreement accordingly may not be construed against either party on the basis that any provision was drafted by a particular party.
14.7 Entire Agreement This Agreement, together with its Appendices, is the entire agreement between the parties regarding its subject matter and supersedes all statements, representations, undertakings, and agreements previously made between the parties with respect to its subject matter as well as the conflicting provisions of any purchase orders, invoices, or other instruments unless otherwise expressly agreed by the parties in writing. This Agreement may be modified only by a written document duly signed by officers of both parties and referencing this Agreement.