Last updated: July 1, 2021
RINGCENTRAL IS THE PROVIDER OF THE CLOUD OFFICE SERVICES. THIS END USER LICENSE AGREEMENT (“AGREEMENT”) GOVERN THE USE OF THE CLOUD OFFICE SERVICES, AND ANY HARDWARE, PROPRIETARY SOFTWARE AND THIRD-PARTY PROPRIETARY SOFTWARE LICENSED THROUGH RINGCENTRAL. READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE INSTALLING, DOWNLOADING OR USING THE SOFTWARE. BY INSTALLING, DOWNLOADING OR USING THE SOFTWARE, 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 RINGCENTRAL INC. OR THE APPLICABLE RINGCENTRAL AFFILIATE (“RINGCENTRAL”). IF YOU ARE ACCEPTING THESE SOFTWARE LICENSE TERMS 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 OR THE SERVICES.
A. “Account” means the numbered account established with RingCentral and associated with a Customer and the Services provided to such Customer under this Agreement as provider to Verizon. For billing and convenience purposes, multiple services, Digital Lines, or End Users may be included in a single billing Account, and/or the Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by the Customer and accepted by RingCentral.
B. “Customer Content” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences or other communications transmitted or stored through the Services.
C. “Digital Line” means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account.
D. “End User” means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer’s employees, consultants, clients, external users, invitees, contractors and agents.
E. “Intellectual Property Rights” or “IP Rights” means 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).
F. “Law” means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, local or non-U.S. governmental body with jurisdiction over the Services.
G. “Product” means the products provided by RingCentral as listed in the order form executed between RingCentral and Verizon.
H. “RingCentral Network” means the network and supporting facilities between and among the RingCentral points of presence (“PoP(s)”), up to and including the interconnection point between the RingCentral’s network and facilities, and the public Internet, private IP networks, and the Public Switched Telephone Network (PSTN). The RingCentral Network does not include the public Internet, a Customer’s own private network, or the PSTN.
I. “Services” means the services provided by RingCentral as listed in the order form executed between RingCentral and Verizon.
J. “Software” has the meaning set forth in Section 4.A.i.
K. “Supplier” means the supplier, licensor, publisher, manufacturer or other third-party provider of Products.
2. LIMITATIONS TO THE USE OF THE SERVICES
A. Service Requirements. The Services are dependent upon a Customer’s maintenance of sufficient Internet access, networks and power as set forth in RingCentral’s Technical Sufficiency Criteria, available at https://www.ringcentral.com/legal/technical-sufficiency-criteria.html. RingCentral will not be responsible for any deficiencies in the provision of the Services if a Customer’s network does not meet RingCentral’s Technical Sufficiency Criteria.
B. Use Policies. A Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. A Customer may not use, or permit the use of the Services, to interfere with the use of RingCentral’s service by others or with the operation of the RingCentral Network. A Customer may not resell the Services. A Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section 2B (Use Policies) will be deemed a material breach of this Agreement. RingCentral may update the Use Policies from time to time and will provide notice to a Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to a Customer.
i. Acceptable Use Policy. The Services must be used in accordance with RingCentral’s Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policy.html. Notwithstanding anything to the contrary in this Agreement, RingCentral may act immediately and without notice to suspend or limit the Services if RingCentral reasonably suspects fraudulent or illegal activity in a Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the RingCentral Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. RingCentral will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If a Customer anticipates legitimate but unusual activity on its Account, a Customer should contact Support in advance to avoid any Service disruption.
ii. Emergency Services. RingCentral’s policy governing the provision of emergency services accessed via the Services is available at https://www.ringcentral.com/legal/emergency-services.html.
iii. Numbering Policies. The provision, use, and publication of numbers used in conjunction with the Services are governed by RingCentral’s Numbering Policies, available at https://www.ringcentral.com/legal/numbering-policy.html.
A. Termination for Cause. RingCentral may terminate this Agreement by giving written notice to the Customer: i) if the Customer breaches any term of this Agreement; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the Customer of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.
4. INTELLECTUAL PROPERTY
A. Limited License
i. Subject to, and conditional upon Customer’s compliance with the terms of this End User License 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.
ii. Customer will not, and will not allow its End Users to: (a) sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity; (b) modify, adapt or create derivative works of the Software or any associated documentation; (c) reverse engineer, decompile, decrypt, or disassemble the Software or Products, and will not otherwise attempt to derive the source code for the Software; (d) use the Software or Products for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use; (e) create any competing Software or Services; or (f) remove any copyright or other proprietary or confidential notices on any Software or Services.
B. IP Rights
i. RingCentral’s Rights. Except as expressly provided in this Agreement, the limited license granted to Customer under Section 4.A (Limited License) 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. All rights not expressly granted herein are reserved and retained by RingCentral and its licensors. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of RingCentral Services may violate third-party IP rights. Customer acknowledges that Products are the Intellectual Property of the Suppliers and, to the extent any logos, copyrights, trademarks, or other Intellectual Property of RingCentral, or its partners are affixed to Products, Supplier, RingCentral or its partners, as applicable, retains all rights and interests in such Intellectual Property. Customer will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends placed upon or contained within any Products. Nothing contained herein shall be construed as authorizing or granting to Customer any right or license to use any logo, trademark or trade name of RingCentral, or any Supplier, any license of which shall be subject to separate agreement including any then current policies of RingCentral, or its Suppliers, as appropriate.
ii. Customer Rights. As between RingCentral and Customer, Customer retains title to all IP Rights that are owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to RingCentral a limited, personal, non-exclusive, royalty-free, license to use Customer’s IP Rights in the same. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or Confidential Information or incorporates any third-party IP rights.
C. Use of Marks. Neither Party may use or display the other Party’s trademarks, service mark or logos in any manner without such Party’s prior written consent.
D. Software Changes. RingCentral may from time to time push software updates and patches directly to Customer’s device(s) for installation and Customer will not prevent RingCentral from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of software and third-party software that may be provided by RingCentral. RingCentral will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes.
5. DISCLAIMER OF WARRANTIES
A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND, EXCEPT FOR SUPPLIER PASS THROUGH WARRANTIES THAT EXTEND TO THE PRODUCTS, RINGCENTRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTIES AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
6. DATA PROTECTION
A. 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 the Privacy Notice, which can be found at http://www.ringcentral.com/legal/privacy-notice.html. RingCentral may update the Privacy Notice from time to time and will provide notice of such update to Customer at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to Customer.
A. RingCentral and Verizon, have the right to inspect and/or audit (i) by remote polling or other reasonable electronic means at any time and (ii) in person during normal business hours and with reasonable notice End User’s books, records, and accounts, to determine End User’s compliance with these Software License Terms, including but not limited to the Use Policies. Customer agrees to keep a current record of the location of the Software.
B. RingCentral may actively monitor activity on its network to protect a Customer from spam on inbound calls and fraud on outbound calls. A Customer is blocked from calling certain international phone numbers ("Blacklisted Destination") because they are frequently implicated in fraudulent calling schemes. If a Customer requests access to a Blacklisted Destination, the Customer will be required to execute the “Agreement for Whitelisting International Phone Numbers” in the form provided by RingCentral from which the Customer purchased the Services with a copy delivered to RingCentral prior to RingCentral agreeing to provide access to any Blacklisted Destination. You acknowledge the existence of Blacklisted Destinations, the process to grant access to Blacklisted Destinations and that by granting access to a Blacklisted Destination a Customer assumes the responsibility for monitoring fraud on its Account and agrees to be responsible for any fraud on its Account.
C. A Customer may request that RingCentral use telephone numbers from its existing telecommunications provider as its presentation calling line identification number (“Outbound Caller ID”). In order to facilitate this request, the Customer will be required to execute “Outbound Caller ID Agreement” in the form provided by RingCentral. Such document is dully executed shall be delivered to RingCentral prior to RingCentral agreeing to utilize a Customer’s existing telephone numbers as Outbound Caller ID (such agreement to include a bill from a Customer’s existing telecommunications provider evidencing ownership of all the nominated numbers).
8. LIMITATIONS OF LIABILITY
A. Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.
B. Direct Damages. EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF RINGCENTRAL UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID FOR THE SERVICES, THE SOFTWARE, OR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION (DIRECT DAMAGES) WILL NOT APPLY TO LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE A PARTY’S LIABILITY ARISING FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.
A. RingCentral agrees to indemnify, defend, and hold harmless Customer at RingCentral’s expense, from and against any and all third-party claims or causes of action, (“Third-Party Claim”) alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless Customer from all damages, reasonable costs and attorneys’ fees finally awarded against Customer by a court of competent jurisdiction in connection with such Third-Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. Customer understands and agrees that there is no duty to indemnify, defend or hold the Customer harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments or settlement amounts arising out of or in connection with allegations that the Products infringe a third party’s Intellectual Property Rights, except and only to the extent that a Supplier has expressly agreed to offer such indemnification and defense to Customer on a pass through basis. RingCentral will pass through all indemnities made available by Supplier that Supplier has expressly authorized RingCentral to pass through to Customer.
B. RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure by a Customer to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge; (e) breach of the Agreement or misuse of the Services by a Customer; (f) a Third Party Claim by an Affiliate of Customer, successor, or assignee; or Products.
C. If such a claim is made or appears possible, Customer agrees to permit RingCentral, and shall ensure the Customer permits RingCentral, at RingCentral’s sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for a Customer to continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral’s obligations under this Sub-Section will be RingCentral’s sole and exclusive liability and Customer’s sole and exclusive remedies with respect to any actual or alleged Intellectual Property Rights violations with respect to Services.
D. Customer agrees to indemnify, defend and hold harmless RingCentral and its Affiliates at its expense, from and against any and all third party claims, arising out of or in connection with: (i) material violation of applicable law by the Customer, or their respective End Users in connection with their use of the Services; (ii) use of the Services in breach of the Acceptable Use Policies; (iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided free of charge by or on behalf of RingCentral; or (iv) Customer Content. Further, Customer will indemnify and hold harmless RingCentral 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 to in a written settlement agreement approved in writing.
10. DISPUTE RESOLUTION
A. Good Faith Attempt to Settle Disputes. In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative which will confer before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.
B. Venue. Any dispute, claim, cause of action (whether in contract, tort, or statute) or other matter that may result from, arise out of, be in connection with or relating to any relevant matter, in each case, which could otherwise be adjudicated by a court of competent jurisdiction, shall be finally settled by binding arbitration in New York, New York under the American Arbitration Association International Arbitration Rules by one arbitrator appointed in accordance with said arbitration rules. The language of the arbitration shall be English and all written materials in connection with such arbitration, including but not limited to all pleadings and evidence, shall be in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the power to decide all questions of arbitrability. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding. At the request of either Party, the arbitrator will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The award must be in writing and state the reasons on which it is based. The arbitrator may award to the prevailing Party, if any, as determined by the arbitrator, its reasonable costs and fees incurred in connection with any arbitration or related judicial proceeding hereunder. Cost and fees awarded may include, without limitation, AAA administrative fees, arbitrator fees, attorneys’ fees, expert fees, witness fees, court costs, travel expenses, and out-of-pocket expenses (including, without limitation, such expenses as copying, telephone, facsimile, postage, and courier fees).
C. Equitable Relief. Any breach of either Party’s IP Rights will cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which such Party may be entitled under applicable Law.
D. Limitations. No claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit or proceeding as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity.
E. Governing Law. The Agreement is governed by the Laws of the State of New York, excluding its choice of Law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Customer’s use of the products or Services.
F. Anti-Bribery. Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement it has complied and will comply with all applicable anti-bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar applicable Laws.
G. Export Control. Any services, products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export Laws and regulations. Customer will not use distribute, transfer, or transmit the services, products, software, or technical information (even if incorporated into other products) except in compliance with U.S. and other applicable export regulations.
H. Regulatory and Legal Changes. In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with RingCentral’s ability to provide Services under this Agreement, RingCentral may terminate the affected Services or this Agreement.