HomeMy WebLinkAboutContracts & Agreements_105-2025Docusign Envelope ID: A0158746-6U88-4277-9179-BDBEDF669057
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INITIAL ORDER FORM
This Initial Order Form is a binding agreement between RingCentral, Inc. ("RingCentral") and City of Redlands ("Customer" or
"You") (together the "Parties"), for the purchase of the Services, licenses, and products listed herein. This Initial Order Form is subject
to and incorporates the terms and conditions of the separate written agreement, executed by the Parties governing the purchase of the
Services described in this Order Form (hereinafter referred to as the "Agreement'). Capitalized terms not defined herein shall have
the same meanings as set forth in the applicable Agreement between the Parties. Unless agreed by both Parties in writing, any terms
or conditions set forth in a Customer -issued purchase order or ordering document shall not apply.
Please note that RingCentral MVP is now RingEX. All references to "RingCentral MVP", whether in terms of service, advertising or
product descriptions, mean "RingEX".
Customer
City of Redlands
35 Cajon St. Ste 222
Redlands, CA 92373
United States
Eric Owens
9093354798
eowens@cityofredlands.org
Service Commitment Period
Start Date: June 03, 2025
Initial Term: 36 Months
Service Provider
RingCentral, Inc.
20 Davis Drive
Belmont, CA 94002
United States
Renewal Term: Two 12-month terms, exercisable by Customer
Payment Schedule: Monthly
RingEX Services
Summary of Service Qty Rate Subtotal
DigitalLine Unlimited Advanced 401 $11.99 $4,807.99
DigitalLine Unlimited Advanced $7.49
Compliance and Administrative Cost Recovery Fee $3.50
e911 Service Fee $1.00
DigitalLine Basic 71 $7.99 $567.29
DigitalLine Basic $3.49
Compliance and Administrative Cost Recovery Fee $3.50
e911 Service Fee $1.00
Additional Local Number 1 $0.49 $0.49
Monthly Recurring Services* $5 375.77
Initital Order Form Page 1 of 3
Docusign Envelope ID: A0158746-6DB8-4277-9179-BDBEDF669057
One -Time Items
Summary of Item(s)
Qty
Rate
Subtotal
Yealink T54W Prime Business Phone
20
$136.80
$2,736.00
Yealink T43U Ultra -elegant Gigabit IP Phone
395
$97.80
$38,631.00
Yealink W76P Cordless Phone with 1 Handset
5
$107.40
$537.00
Yealink CP925 -Touch-Sensitive IP Conference Phone
15
$342.00
$5,130.00
Cisco ATA191 Analog Telephone Adapter
58
$81.60
$4,732.80
One -Time Total
$51,766.80
RingCX Services
Summary of Service Qty Rate Subtotal
RingCX, named agent seat 20 $55.00 $1,100.00
Call recording storage - 30 days, per seat 20 $0.00 $0.00
Monthly Recurring Services* $1,100.00
*Amounts are exclusive of applicable Taxes, Fees, and Shipping Charges.
OveranP Rnft
RingCX Services
Rate
RingCX, named agent seat on demand
$75.00
Inbound calls to North America toil -free numbers, per 10 min
$0.14
Outbound calls via automated dialer to North America numbers, per 10 min
$0.16
IVR calls processing, overage per 10 minutes
$0.20
Call recording storage - 30 days, overage per seat
$0.00
Disconnect Scrub, per 10 scrubs
$0.08
Automated speech recognition, per 10 minutes
$0.30
RingCX Analytics - Historical Data Retention 2Y
$24.00
RingCX Analytics - Historical Data Retention 3Y
$36.00
RingCX Analytics - Historical Data Retention 4Y
$48.00
RingCX Analytics - Historical Data Retention 5Y
$60.00
RingCX Analytics - Historical Data Retention 6Y
$72.00
RingCX Analytics - Historical Data Retention 7Y
$84.00
RingCX Analytics - Historical Data Retention 8Y
$96.00
Cost Center Billing
For customers with cost center billing, it is the customer's responsibility to provide cost center allocation information to RingCentral at
least 10 days prior to the issuance of the invoice. After the information is received, itwill be reflected on future invoices, but will not be
adjusted retroactively on past invoices. If purchasing additional services through the administrative portal, it is the customer's
responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next
invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For
additional questions, please contact the RingCentral invoice billing team at blllingsupport(a7rincicentral.com.
Initital Order Form Page 2 of 3
Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
Free Services Amount
Customer will receive the amount(s) indicated below (the "Free Service Amount"), which will be applied against charges for the
recurring Services set forth in this Order Form and any applicable taxes and fees associated with those Services invoiced by
RingCentral. The Free Service Amount is non -transferable and non-refundable and will expire upon termination of this Order Form,
The Customer will be responsible for paying for any additional services and products ordered, and any applicable associated taxes and
fees.
RingEX Free Services Amount: 18,392.91 US Dollars
RingCX Free Services Amount: 3,300.00 US Dollars
Customer Reference. Customer may promote their use of RingCentral services and agrees that RingCentral may identify customer
as a user of the services. All press releases or quotes regarding Customer's use of service will be pre -approved by Customer, which
consent will not be unreasonably withheld.
Add -on Services. Customer is responsible for reviewing additional terms and conditions that may apply to RingCentral add -on
services (where available) and certain Advanced Support Services listed on this order form, and which are available at
https://www.ringeentral.com/legal/add-on-services.htm1.
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RingCX
RingCX Analytics. RingCX Analytics includes real-time and historical reporting as custom and pre -built visual dashboards with pre-
defined reports. RingCentral will retain historical reporting data according to your selected historical data retention period after which
data will be purged on a rolling basis. Retention periods apply to all users of the RingCX product and will be billed on a per seat per
month basis.
RingCentral will retain one year's worth of historical reporting data after which any data older than one year, will be purged. Access
to longer periods of analytics data may be purchased according to the table above. The applicable retention period selected for the
Services above is 2 years.
Customer must contact RingCentral support to modify historical reporting data retention periods, if available.
IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives.
Customer
City of Redlands
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Michael Fiocca
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Title: RVP SLED west
5/20/2025
Date:
InI tal Order Form Page 3 of 3
Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
RingCentral
MASTER SERVICES AGREEMENT
This Master Services Agreement is effective as of the date of last signature ("Effective Date") and made between:
City of Redlands ("Customer")
Address:
35 Cajon St. Ste 222
Redlands, CA 92373
RingCentral, Inc. ("RingCentral')
Address:
20 Davis Drive
Belmont, CA 94002
DocuSigned by:
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By.I z By.❑r)1147610E24F7...
Name: MARio SAUCCI)C)
Title: Ma Yb R
Date: & - 3 - ZO ZS
Name:
Michael Fiocca
Title: RVP SLED West
Date: 5/20/2025
RingCentral and Customer are together referred to as the "Parties" and each individually as a "Party."
1. The Master Services Agreement ("Agreement") consists of the terms and conditions contained herein, and any Service Attachments
applicable to Customer's Services, and any other Attachments agreed by the Parties, are incorporated into and form a part of this
Agreement.
Exhibit A — Definitions
Attachment A — RingEX Services
Attachment B — RingCX Services
Attachment C — Service Level Agreement for RingEX Services
Attachment D — Service Level Agreement for RingCX Services
Attachment E — Security Addendum
Attachment F — Copy of Terms and Conditions of Sale Hardware
THE PARTIES AGREE AS FOLLOWS:
2. Ordering and Term
A. Ordering Services. Customer may order the Services set forth in the relevant Attachments, attached hereto, by executing an
Order Form in the format provided by RingCentral. Customer must submit the Order Form to RingCentral either in writing or
electronically via the Administrative Portal. The Order Form will identify the Services requested by Customer together with: (i)
the price for each Service; (ii) scheduled Start Date; (iii) and products rented, licensed, or sold to Customer, if any, An Order
Form will become binding when it is executed by the Customer and accepted by RingCentral. RingCentral may accept an Order
Form by commencing performance of the requested Services, The Services and invoicing for those Services will begin on the
Start Date, as identified in the applicable Order Form or on the day Services are ordered via the Administrative Portal. Customer
may purchase additional Services, software, and equipment via the Administrative Portal or by executing additional Order Forms.
B. Equipment. Subject to availability based on brand and Customer location, Customer may purchase or rent equipment from
RingCentral for use with the Services. The terms and conditions that govern any such transaction can be found at:
i. Purchase: htt ://www.rin contraI-com/le al/rin central-hardware-terms-conditions.htm1:
ii. Rental: http://www.rinpcentral.com/legal/lease-rental.html, and
iii. Device as a Services: https:t/www.ringoentral.comYlegal/daas-agreernent.html.
C. Term of this Agreement. The Term of this Agreement will commence on the Effective Date and continue until the last Order
Form is terminated or expires, unless terminated earlier in accordance with its terms.
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D. Services Term. The Services Term will begin on the Start Date of the initial Order Form and continue for the initial term set forth
in the initial Order Form ("Initial Term"). Upon expiration of the Initial Term, Customer shall have the option to renew term
recurring Services for successive periods as set forth in the initial Order Form (each a "Renewal Term") by providing written
notice to RingCentral at least thirty (30) days before the expiration of the Initial Term or the then -current Renewal Term. The
Term of any recurring Services added to your Account after the initial Order Form is executed will start on the Start Date in the
applicable Order Form, will run coterminously with the then -current Term of any preexisting Services unless otherwise extended
in the applicable Order Form, and will be invoiced on the same billing cycles as the preexisting Services.
3. Invoicing and Payment
A. Prices and Charges. All prices are identified in US dollars on the Administrative Portal or in the applicable Order Form unless
otherwise agreed by the Parties. Additional charges may result if Customer activates additional features, exceeds usage
thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the
Services on its Account. Unless otherwise agreed between the Parties, recurring charges (such as charges for Digital Lines,
product licenses, minute bundles, and equipment rental fees) for the Services begin on the Start Date identified in the
Administrative Portal or in the applicable Order Form and will remain in effect forthe Initial Term (as described in an Order Form)
or, If applicable, the then -current Renewal Term. RingCentral will provide notice of any proposed increase in such charges no
laterthan sixty (60) days before the end of the Initial Term orthen-current Renewal Term, and any such increase will be effective
on the first day of the next Renewal Term. Administrative Fees that RingCentral is entitled to pass on to its customers as a
surcharge pursuant to applicable Law may be increased on thirty (30) days' written notice. Outbound calling rates will be applied
based on the rate in effect at the time of use. Customer may locate the currently effective rates in the Administrative Portal.
B. Invoicing and Payment. Invoices will be issued in accordance with the payment terms set forth in the Order Form. If Customer
chooses to pay by credit or debit card, by providing a valid credit or debit card, Customer is expressly authorizing all Services
and equipment charges and fees to be charged to such payment card, including recurring payments billed on a monthly or
annual basis. In addition, Customer's provided credit card shall be used for any in -month purchases of additional services and
products, or where Customer has exceeded usage or threshold limits, any overage charges. Unless otherwise stated in the
applicable Order Form, recurring charges are invoiced in advance in the frequency set forth in the Order Form, and usage -based
and onetime charges are billed monthly in arrears. Customer shall make payment In full, without deduction or set-off, within thirty
(30) days of the invoice date. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of
(1) one and a half percent (1.5%) per month or (ii) if applicable, the highest rate allowed by Law. In no event may payment be
subject to delays due to Customer internal purchase order process.
C. Taxes. All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary
based on jurisdiction and the Services provided. If any withholding tax is levied on the payments, then Customer must increase
the sums paid to RingCentral so that the amount received by RingCentral after the withholding tax is deducted is the full amount
RingCentral would have received if no withholding or deduction had been made. If Customer is a tax-exempt entity, tax
exemptiod"will take effect upon provision to and validation by RingCentral of certificate of tax exemption.
D. Billing Disputes. If a. Customer reasonably and in good faith disputes any portion of RingCentral's invoice, it must provide
written notice to RingCentral within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount
being disputed. Customer's dispute as toany portion of the invoice will not excuse Customer's obligation to timely pay the
undisputed portion of the invoice. Upon resolution, Customer must pay any validly invoiced unpaid amounts within thirty (30)
days. Any amounts that are found. to be in error resulting in an overpayment by the Customer will be applied as a billing credit
against future invoices. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this
Agreement.
4. Provision of the Service
A. General Terms. RingCentral will provide the Services as described in the relevant Service Attachment. RingCentral may
enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or
security of the Services during the Term without Customer's consent.
B. Customer Care
1. Customer mustprovide Helpdesk Supportto Customer's End Users. RingCentral may require Customer's Helpdesk Support
personnel to complete a designated series of training courses on RingCentral's Services. Such training will be provided to
Customer online in English at no cost.
ii. RingCentral will make remote support available to Customer's Helpdesk Support personnel and/or Account Administrators
via the Customer Care call center, which will be available 24/7, to attempt to resolve technical issues with, and answer
questions regarding the use of the Services. Unless otherwise agreed by the parties, Customer Care support will be provided
In English, and onsite and implementation services are not included in the Customer Care support.
ill. Customer may open a case with Customer Care following the process in place at the time. Any individual contacting
Customer Care on behalf of Customer must be authorized to do so on behalf of the Account and will be required to follow
applicable authentication protocols.
C. Professional Services. RingCentral offers a broad portfolio of professional services that includes onsite and remote
implementation services; extended enterprise services including premium technical support; and consulting. Any such services
are governed by this Agreement, the Professional Services terms, and any applicable Statement of Work (SOW), which may be
attached hereto.
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D. Advanced Support. Customer may purchase Advanced Support services from RingCentral for use with the Services. The terms
and conditions that govern the Advanced Support can be found at: https:llwww. ring central. comllegallenterprise-service-
attachment.html.
E. Managed Services. Customer may purchase Managed Services from RingCentral for use with the Services. The terms and
conditions that govern the Managed Services can be found at: https://www.ringcentral.com/legal/managed-services-
attachment.htmi.
F. Subcontracting. RingCentral may provide any of the Services hereunder through any of its Affiliates or subcontractors, provided
that RingCentral will bear the same degree of responsibility for acts and omissions for those subcontractors acting on
RingCentral's behalf in the performance of its obligations under this Agreement as it would bear if such acts and omissions were
performed by RingCentral directly.
5. Use of the Service
A. Service Requirements. The Services are dependent upon Customer's maintenance of sufficient Internet access, networks, and
power as set forth in RingCentral's Technical Sufficiency Criteria, available at
hft s:llwww.rin central.com/le all olicies/technical-sufficient-criteria.htmi. RingCentral will not be responsible for any
deficiencies in the provision of the Services if Customer's network does not meet RingCentral's Technical Sufficiency Criteria.
B. Use Policies. 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. Customer must ensure that its
End Users comply with the Use Policies. Any breach of this Section (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 of material updates to Customer
at the email address on file with the Account. All updates will become effective thirty (30) days after such notice to Customer or
upon posting for non -material changes. Customer may object to a modification that negatively impacts its use of the Service by
sending written notice ("Objection Notice") to RingCentral within thirty (30) days from the date of the notice of modification. If the
Parties cannot reach agreement, then either Party may terminate the affected Services without penalty with thirty (30) days
written notice to the other Party.
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-policV.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 the 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 Customer
anticipates legitimate but unusual activity on its Account, Customer should contact Customer Care 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:llwww.ringcentral.com/legal/emergency-services.html.
iii. Numbering Policy. The provision, use, and publication of numbers used in conjunction with the Services are governed by
RingCentral's Numbering Policies, available at https:/Iwww.ringcentral.com/legal/policies/numbering-policy.html.
6. Termination
A. Termination for Cause. Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by
giving written notice to the other Party: i) if the other Party breaches any material term of this Agreement and fails to cure such
breach within thirty (30) days after receipt of such notice; 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 other Party of
insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.
B. Effect of Termination. If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to
RingCentral's material breach under Section 6(A) (Termination for Cause), Customer will not be liable for any fees or charges
for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued
usage before the Services are disconnected), and RingCentral will provide Customer a pro-rata refund of any prepaid and
unused fees or charges paid by Customer for terminated Services. If this Agreement or any Services are terminated for any
reason other than as a result of a material breach by RingCentral or as otherwise permitted pursuant to Section 6(A) or as set
forth in Section 14(I) (Regulatory and Legal Changes) the Customer must, to the extent permitted by applicable Law and without
limiting any other right or remedy of RingCentral, pay within thirty (30) days of such termination all amounts that have accrued
prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then -current Term plus
related Taxes and fees.
7. Intellectual Property
A. Limited License
i. 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,
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only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment
obligations.
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, disassemble or otherwise attempt to derive the
source code for the Software; (d) use the Software 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
L RingCentral's Rights. Except as expressly provided in this Agreement, the limited license granted to Customer under
Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services
(including the Software), 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.
H. 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.
8. Confidentiality
A. Restrictions on Use or Disclosures by Either Party. During the Term of this Agreement and for at least one (1) year thereafter,
the Receiving Party shall hold the Disclosing Party's Confidential Information in confidence, shall use such Confidential
Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of
care in protecting the Confidential Information as it uses to protect its own Confidential Information.
Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to
it in order to perform or exercise such Party's rights or obligations under this Agreement and who are required to protect it against
unauthorized disclosure in a manner no less protective -than required under this Agreement. Each Party may disclose the other
Party's Confidential Information pursuant to subpoena, court order, in any legal proceeding or to a governmental entity, and as
required by Law.
These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently
developed by the Receiving Parry or lawfully received free of restriction from another source having the right to so furnish such
information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which
at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such
Party's possession; or which the Disclosing Party confirms in writing is free of such restrictions.
Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party's request, return
to the Disclosing Party, all Disclosing Party's Confidential Information in its possession, including deleting or rendering unusable
all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with
certification of compliance with this subsection.
9. 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 RingContral's Data Processing Addendum, available at
hftps:i/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.
B. Data Security. RingGentral will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls
and data encryption), organizational, administrative, and physical measures, to help safeguard Customer's Account, Account
Data, and Customer Content against unauthorized use, disclosure, or modification. Customer must protect all End Points using
commercially reasonable security measures. Customer is solely responsible to keep all user identifications and passwords
secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify RingCentral
immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without
authorization by any End User or third party. Failure to notify RingCentral may result in the suspension or termination of the
Services and additional charges to Customer resulting from such use. RingCentral will not be liable for any charges resulting
from unauthorized use of Customer's Account.
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C. 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.
10. Limitations of Liability
A. Excluded Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR SUPPLIERS BE LIABLE FOR (1) INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (2) LOSS OF USE OR LOSS OF DATA; (3) LOSS OF BUSINESS
OPPORTUNITIES, REVENUES OR PROFITS; OR (4) COSTS OF PROCURING REPLACEMENT PRODUCTS OR
SERVICES, IN ALL CASES WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR
STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF SUCH PARTY HAS BEEN INFORMED IN
ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
B. Liability Caps
EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT
WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6)
MONTHS. LIMITATIONS UNDER THIS SECTION (LIABILITY CAPS) WILL NOT APPLY TO:
i. FEES OWED BY CUSTOMER
ii. EITHER PARTY'S LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S IF RIGHTS
iii. EITHER PARTY'S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL
MISCONDUCT
iv. CUSTOMER'S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE
POLICY OR EMERGENCY SERVICES POLICY
v. EITHER 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.
11. Indemnification
A. Indemnification by RingCentral
i. RingCentral shall indemnify and hold harmless the Customer and its Affiliates for Indemnifiable Amounts, and shall defend
any third -party claims or causes of action (a "Third Party Claim") to the extent such Third Party Claim arises out of or
alleges that:
a. The Services, as provided by RingCentral, infringe or misappropriate the patent, copyright, trademark, or trade secret
rights of a third party.
ii. RingCentral will have no obligations under subsection (1) above to the extent 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 unless any of the foregoing are necessary for the proper operation of the Services; (b) modifications
to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software
or firmware or accept or use any modified or replacement items provided free of charge by or on behalf of RingCentral; (a)
breach of the Agreement; or (f) a Third Party Claim brought by Customer's Affiliate, successor, or assignee.
If such a Third -Party Claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole
discretion and expense, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing or (b)
obtain the right for Customer to continue to use the Services. 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 (a "Discontinued Component"), effective immediately on written notice to Customer, in which case
Customer will not owe any fees or charges relating to the Discontinued Component for any period subsequent to the date
of such termination, and will be entitled to receive a refund of any prepaid but unused fees relating to the Discontinued
Component. In the event the removal of the Discontinued Component does not substantially affect Customer's use of the
Services, the refund or fee abatement pursuant to the foregoing shall be a reasonable portion of the total fees owed by
Customer for the Services as a whole based on the significance of the Discontinued Component to the total value of the
Services as a whole. 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 violations.
B. Indemnification by Customer. To the extent permitted by the laws and the constitution of thejurisdiction of Customer, Customer
shall indemnify, and hold harmless RingCentral and its Affiliates for Indemnifiable Amounts, and shall defend any Third Party
Claims arising out of or in connection with: (1) material violation of applicable Law by the Customer, its Affiliates, or their respective
End Users in connection with their use of the Services; (it) use of the Services in breach of the 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.
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C. Defense and Indemnification Procedures, Any Party seeking indemnification under this Section 11 (the "Indemnified Party")
shall provide the Party from which it seeks such indemnification (the "Indemnifying Party") with the following: (a) prompt written
notice of the Third -Party Claim, (b) sole control over the defense and settlement of the Third -Party Claim, and (c) reasonable
information, cooperation, and assistance (at the Indemnifying Party's sole expense except for the value of the time of the
Indemnified Party's personnel) in connection with the defense and settlement of the Third -Party Claim. The Indemnified Party's
failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations
under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure.
The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third -Party
Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the
Indemnified Party's express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement
includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third -
Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified
Party other than the payment of a sum of money fully indemnified by the Indemnifying Party.
12. Warranties
A. RingCentral Warranty. RingCentral will provide the Services using a commercially reasonable level of skill and care, in material
compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law,
RingCentral shall pass through to Customer any and all warranties RingCentral receives in connection with equipment provided
to Customer by or on behalf of RingCentral.
B. Customer Warranty. Customer's and its End Users' use of the Services must always comply with all applicable Laws and this
Agreement. Further, when Customer's subscription for Services exceeds one (1) fiscal year, Customer warrants that it shall
exercise due diligence and best efforts to secure an adequate appropriation of funds on time from its legislative or similar
government body to pay for the contracted Services in the follow-on fiscal year(s).
C. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST
EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RINGCENTRAL
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FORA 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 WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND
DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
13. Dispute Resolution
A. Governing Law. Any dispute arising out of or relating to this Agreement shall be governed and construed in accordance with
the laws of CA, without regard to its choice of law rules, and the parties agree to submit to the jurisdiction of, and venue in, the
courts in that state. 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. -
B. Good Faith Attempt to Settle Disputes. In the event of a dispute, each Party shall appoint a duly authorized representative
who shall use all reasonable endeavors to resolve in good faith any dispute within reasonable timescales.
C. Equitable Relief.. Any breach of. either Party's IP Rights may cause that Party irreparable harm for which monetary damages
will beinadequate 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. Except for actions for non-payment or liability arising from Section 11 (Indemnification), 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.
14. Miscellaneous
A. Relationship of the Parties. RingCentral and Customer are independent contractors, and this Agreement will not establish any
relationship of partnership, joint venture, employment, franchise or agency between RingCentral and Customer.
B. Assignment. Neither Party may assign its rights or obligations under this Agreement or any Order Form without the prior written
consent of the other Party, not to be unreasonably withheld or delayed. However, RingCentral may assign the Agreement or
any portion thereof and any or all of its rights and obligations thereunder without consent (a) to an Affiliate; (b) as part of, or
otherwise in connection with, the transfer or disposition of equity securities representing more than fifty percent (50%) of its
voting control; (c) to the successor or surviving entity in connection with a merger, acquisition, or consolidation; or (d) as part of,
or otherwise in connection with, the sale or other transfer of one or more of the service(s) under the Agreement or greater than
50% of the principal assets used in connection with the provision such service(s). This Agreement will bind and inure to the
benefit of the Parties, and their permitted assigns and successors.
C. Notices. Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English
and are deemed to have been fully given when made in writing and delivered in person, upon delivered email, confirmed
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facsimile, or five days after deposit with an reputable overnight courier service, and addressed as follows: To RingCentral at
RingCentral, Inc., Legal Dept., 20 Davis Drive, Belmont, CA 94002 USA, with a copy to legal(( ,ringcentral.com, and to Customer
at either the physical address or email address associated with the Customer Account.
Customer acknowledges and agrees that all electronic notices have the full force and effect of paper notices. The addresses to
which notices may be given by either Party may be changed (a) by RingCentral upon written notice given to Customer pursuant
to this Section or (b) by Customer in the Administrative Portal.
D. Force Majeure. Excluding either Party's payment obligations under the Agreement, neither Party will be responsible or liable
for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party's
reasonable control, including without limitation any act of God; national emergency; third -party telecommunications networks;
riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion;
revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other
cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.
E. Third -Party Beneficiaries. RingCentral and Customer agree that there will be no third -party beneficiaries to this Agreement.
F. Headings, Interpretation, The headings, section titles, and captions used in the Agreement are for convenience of reference
only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require,
the singularform of nouns and pronouns include the plural, and vice versa. The Parties agree that this Agreement will be doomed
to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed
against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s).
G. 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.
H. 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.
I. 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 or otherwise modify the terms thereof.
J. Use of Beta, Preview, or Early Access Software. If you use any beta, preview, or early access services, features, products,
or software offered or made available by RingCentral, then you acknowledge that your use of the services, products, or software
are governed by the Beta Evaluation License Agreement and not by this Agreement.
K. Entire Agreement. The Agreement, together with any exhibits, Order Forms, Use Policies, and Attachments, each of which is
expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and
supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing
materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject. RingCentral expressly rejects
in their entirety any additional or conflicting terms or conditions contained in Customer purchase order, or similar Customer
document, which the Parties agree are solely for the Customer's convenience.
L. 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 (including any hyperlinks); (ii) the applicable
Attachment; (N) the main body of this Agreement; (iv) Use Policies and Data Processing Addendum incorporated by reference
in this Agreement; and (v) and any other document expressly referred to in this Agreement which governs the Services. With
respect to data processing, the Data Processing Addendum shall take precedence over any inconsistent terms in any of the
documents listed in the previous sentence.
M. Amendments. Except as otherwise provided, this Agreement may only be modified by a written amendment executed by
authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the
applicable Order Form, be effective.
N. Severability and Waiver. In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, such provision(s) will be stricken and the remainderof this Agreement will remain legal, valid, and binding.
The failure by either Party to exercise or enforce any right conferred by this Agreement will not be doomed to be a waiver of any
such right or to operate sa as to bar the exercise or enforcement of any such or other right on any later occasion. Except as
otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to
any other rights and remedies available under the Agreement, at Law, or in equity.
O. Execution. Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement
and to perform all of its obligations thereunder; (b) the individual signing the Agreement and (each executable part thereof) on
that Party's behalf has full power and authority to execute and deliver the same; and (c) the Agreement will be a binding obligation
of that Party. Each Party agrees that an Electronic Signature, whether digital or encrypted, is intended to authenticate this
Agreement and to have the same force and effect as manual signatures.
P. Counterparts. This Agreement may be executed electronically and in separate counterparts each of which when taken together
will constitute one in the same original.
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Q. Survival. The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of
this Agreement or an Order Form will survive expiration or termination of this Agreement or the Order Form, including without
limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous.
R. Family Education Rights and Privacy Act (FERPA). Customer Content when in -transit on the RingCentral Network and when
at -rest within RingCentral Data Centers may contain communications and/or educational records pertaining to students in
connection with the performance of the Services pursuant to the Agreement. RingCentral shall only use or disclose such
Customer Content as is reasonably necessary to provide the Services or for RingCentral to otherwise perform its obligations
under the Agreement.
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EXHIBIT A
DEFINITIONS
Definitions. Capitalized terms used in this Agreement but otherwise not defined have the following meaning:
1. "Account" means the numbered account established with RingCentral and associated with Customer and the Services provided to
Customer under this Agreement. For billing and convenience purposes, multiple services, Digital Lines, or End Users may be included
in a single billing account, and/ora single Customer may have multiple billing accounts encompassing different geographic locations,
business units, or other designations as requested by Customer and accepted by RingCentral.
2. "Account Administrator" means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control
settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have varying
levels of Account rights, skills, or permissions.
3. "Account Data" means: any business contact information provided with the Account; RingCentral-generated logs of calling or other
metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services
purchased under this Agreement.
4. "Administrative Fees" means any administrative recovery fees, 911 cost recovery fees and the like separately charged by
RingCentral to Customer.
5. "Administrative Portal" means the online administrative portal through which Account Administrators control settings and/or make
additional purchases for the Account.
6. "AMliate(s)" means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with
a Party hereto, and "control" means beneficial ownership of greater than fifty percent (50%) of an entity's then -outstanding voting
securities or ownership interests.
7. "Attachment(s)" means documents appended to the contract containing additional terms for products and Services. Attachments
and the terms and conditions contained therein are part of this Agreement.
8. "Confidential Information" means any information disclosed by or on behalf of the Disclosing Party) to the Receiving Party that
should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure.
9. "Customer Care" means Customer support operations delivered by RingCentral and/or its subcontractors.
10. "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.
11. "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.
12. "Disclosing Party" means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by
such Party's agents,. including but not limited to, its Affiliates, officers, directors, employees, and attorneys.
13. "Electronic Signatures" means an electronic sound, symbol, or process, including clicking a digital button to accept, attached to or
logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.
14. "End Point" means an application or device through which any End -User might access and/or use any of the Services, including
without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.
15. "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, extemal users, invitees, contractors, and agents.
16. "Helpdesk Support" shall mean the performance of the following tasks:
Standard feature/functionality ("how to") support for End Users (i.e. call forwarding, voice mail set-up, etc.).
Standard management of the Admin Interface within the product.
Support all moves, adds, changes, and deletes of employees.
17. "Indemnifrable Amounts" means all (X) damages and other amounts awarded against the Indemnified Party by a court of
competent jurisdiction pursuant to a final judgment in connection with such Third -Party Claim; (Y) any amounts payable by the
Indemnified Party or its Affiliates pursuant to a binding, written agreement settling the Third Party Claim, provided such agreement
is approved in advance in writing by the Indemnifying Party; and (Z) all reasonable costs and expenses paid to third parties by the
Indemnified Party or its Affiliates in connection with the Indemnified Party's or its Affiliates' attorneys' fees and related expenses.
18. "Indemnifying Party" and "Indemnified Party" have the meanings set forth in Section 11(C) (Defense and Indemnification
Procedures).
19. "Initial Term" has the meaning set forth in Section 2(D) (Services Term).
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20. "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;
(a) 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).
21. "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.
22. "Order Form(s)" means a request for Service describing the type and quantity of Services required by Customer and submitted and
accepted by the Parties in accordance with Section 2(A) (Ordering Services). The Order Form may be presented and executed via
the Administrative Portal.
23. "Receiving Party" means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees, and
attorneys receiving Confidential Information.
24. "Renewal Term" has the meaning set forth in Section 2(D) (Services Term).
25. "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,
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.
26. "Service(s)" means all services provided under this Agreement and set forth in one or more Order Form(s).
27. "Start Date" means the date so identified in the relevant Order Form or the date on which Customer orders Services via the
Administrative Portal.
28. "Taxes" means any and all federal, state, local, municipal, foreign, and other taxes and fees charged or collected from Customers,
including but not limited to any Universal Service Fund, TRS and 911 taxes and fees.
29. "Term" means the Initial Term plus any Renewal Terms.
30. "Third Party Claim" has the meaning set forth in Section 11(A) (Indemnification by RingCentral).
31. "Use Policy" refers to any of the policies Identified in Section 5(B) (Use Policies).
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ATTACHMENT A
SERVICE ATTACHMENT - RINGEX SERVICES
This Service Attachment is a part of the Master Services Agreement (the "Agreement') that includes the terms and conditions agreed
by the Parties under which RingCentral will provide to the Customer the RingEX Services as described under the applicable Order Form
(the "Services").
1. Service Overview
The Services are a cloud -based unified communications service that includes enterprise -class voice, fax, call handling, mobile apps,
and bring -your -own -device (BYOD) capability that integrates with a growing list of applications.
The Services include:
• Voice Services, including extension -to -extension calling and the ability to make and receive calls to and from the public switched
telephone network (PSTN)
• Video and audio-conferencing service, including screen sharing
• Collaboration Tools, including One -to -One and Team Chat, File Sharing, task management, SMS1Texting (where available), and
other innovative tools
The Services may be accessed from a variety of user End Points, including IP Desk Phones, Desktop Clients, Web Clients, Mobile
Applications, and Software Integrations.
2. RingEX Purchase Plans
A. Tiers of Service. The Services are made available in several pricing tiers, which are described more fully at
https://www.ringcentral.com/office/plansandpricinq.htmi. While RingCentral offers unlimited monthly plans for some of its
products and services, RingCentral Services are intended for regular business use. "Unlimited" use does not permit any use
otherwise prohibited by the Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policy.html,
including trunking, access stimulation, reselling of the Services, etc. Use of the RingCentral Al Assistant capabilities is subject
to the applicable terms contained in the Al Assistant Add -On Service Description available at
https://www. ringcentral.comlle.gaIladd-on-services.html#oinks-12.
B. Minute and Calling Credit Bundles. Each plan includes a number of Toll -Free minutes, per month, which are pooled to create
a single allotment of Toll -Free minutes available for the entire account. Core/Advanced/Ultra tier plans include a monthly
allotment of 100/1000110000 toll free minutes per account, respectively. Overage charges of 3.90 per minute apply to calls made
in excess of allotment.
International Calling Credit Bundles can be purchased in addition to any base amount included with the purchased tier.
International External Calls are charged against Calling Credits on the Account per destination rates, or as overage once Calling
Credits are exceeded. Currently effective rates are available at https://www.ringcentral,com/supporUinternational-rates.htm].
Extension -to -Extension Calls within the Customer account never incur any usage fee and are unlimited, except to the extent that
such calls are forwarded to another number that is not on the Customer account.
Additional Calling Credits may be purchased through the Auto -Purchase feature, which can be selected for automatic purchase
in various increments on the Administrative Portal. Auto -Purchase is triggered when the combined usage of all End Users on an
Account exceeds the total Calling Credits or when End Users make calls with additional fees (e.g., 411).
Minute Bundles and Calling Credit Bundles expire at the end of month and cannot roll over to the following month. Auto -
Purchased Calling Credits expire twelve (12) months from date of purchase. Bundles may not be sold, transferred, assigned, or
applied to any other customer.
C. Enhanced Business SMS Allotment and Pricing. Each plan includes a number of SMS per each user, per month, which are
pooled to create a single allotment of SMS available to the entire account. Core/Advanced/Ultra tier plans include a monthly
allotment of 2511001200 SMS, per user respectively. Each SMS sent or received will be deducted from the pool of available SMS
on the account. Overage charges apply to SMS sent or receive in excess of allotment and will be charged at the then -applicable
rates, available at https:llwww.ringcentral.com/supparUnew-sms-rates.htmi. Additional SMS bundles are available for purchase
at discounted prices. Customer must successfully register phone numbers with the SMS registar prior to using SMS. RingCentral
may attempt to deliver SMS sent from unregistered phone numbers at its discretion, however unregistered SMS are excluded
from the monthly allotment and any purchased SMS bundles, and will be charged at then -applicable unregistered SMS rates,
available at https://www.rin.qcentral.com/support/new-sms-rates.htmi.
3. Operator Assisted Calling, 311, 511 and other N11 Calling
RingCentral does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900,
or other premium line numbers or calling card calls). The Services may not support 211, 311, 411, 511 and/or N11 calling. To the
extent they are supported, additional charges may apply for these calls,
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4. Directory Listing Service
RingCentral offers directory listing (the "Directory Listing Service"). If Customer subscribes to the Directory Listing Service,
RingCentral will share certain Customer Contact Data with third parties as reasonably necessary to include in the phone directory
("Listing Information"). This information may include, but is not limited to, Customer's company name, address, and phone
numbers. Customer authorizes RingCentral to use and disclose the Listing Information for the purpose of publishing in, and making
publicly available through, third -party directory listing services, to be selected by RingCentral or third -party service providers in their
sole discretion. Customer acknowledges and agrees that by subscribing to the Directory Listing Service, Customer's Listing
Information may enter the public domain and that RingCentral cannot control third parties' use of such information obtained through
the Directory Listing Service.
A. Opt Out. Customer may opt out of the Directory Listing Service at any time; however, RingCentral is not obligated to have
Customer's Listing Information removed from third -party directory assistance listing services that have already received
Customer's information.
B. No Liability. RingCentral will have no responsibility or liability for any cost, damages, liabilities, or inconvenience caused by
calls made to Customer's telephone number; materials sent to Customer, inaccuracies, errors or omissions with Listing
Information; or any other use of such information. RingCentral will not be liable to Customer for any use by third parties of
Customer's Listing Information obtained through the Directory listing Service, including without limitation the use of such
information after Customer has opted out of the Directory Listing Service.
5. Global RingEX or RingCentral Global Office. Global RingEX (which is also known as RingCentral Global Office and references in
the Service Description to Global RingEX shall also refer to Global Office) provides a single communications system to companies
that have offices around the world, offering localized service in countries for which Global RingEX is available. Additional information
related to Global RingEX Services is available at htp://www.ringcentral.com/legal/policies/global-office-countries.htmi. This section
sets forth additional terms and conditions concerning RingCentral's Global RingEX for customers that subscribe to it.
A. Emergency Service Limitations for Global RingEX. RingCentral provides access to Emergency Calling Services in many, but
not all, countries in which RingCentral Global RingEX is available, allowing End Users in most countries to access Emergency
Services. Emergency Services may only be accessed within the country in which the Digital Line is assigned, e.g., an End User
with a Digital Line assigned in Ireland may dial Emergency Services only within Ireland. Access to Emergency Calling Services
in RingCentral Global RingEX countries, where available, is subject to the Emergency Services Policy, available at
httWsIlwww.rringcentral.comliegal/emergency-services.html. Customer must make available and will maintain at all times
traditional landline and/or mobile network telephone services that will enable End Users to call the applicable Emergency
Services number. Customer may not use the RingCentral Services in environments requiring fail-safe performance or in which
the failure of the RingCentral Services could lead directly to death, personal injury, or severe physical or environmental damage.
B. Global RingEX Provided Only in Connection with Home Country Service. RingCentral provides Global RingEX Service only
in connection with Services purchased in the Home Country. RingCentral may immediately suspend or terminate Customer's
Global RingEX Services if Customer terminates its Digital Lines in the Home Country. All invoicing for the Global RingEX
Services will be done in the Home Country on the Customer's Account, together with other Services purchased under this
Agreement, using the Home Country's currency. Customer must at all times provide a billing address located in the Home
Country. RingCentral will provide all documentation, licenses, and services in connection with the Global RingEX Service in
English; additional language support may be provided at RingCentral's sole discretion.
C. Primary Place of Use of Global RingEX Service. Customer represents and warrants that the primary place of use of the Global
RingEX Services will be the country in which the Digital Line is assigned, e.g., an End User with a Digital Line assigned in Ireland
will primarily use that Digital Line in Ireland.
D. Relationships with Local Providers. In connection with the provision of Global RingEX Services, RingCentral relies on local
providers to supply certain regulated communication services; for example (i) for the provision of local telephone numbers within
local jurisdictions; (4) to enable you to place local calls within local jurisdictions; and (iii) to enable you to receive calls from non-
RingCentral numbers on Customer's Global RingEX telephone number(s), by connecting with the local public switched telephone
network. Customer hereby appoints RingCentral as Customer's agent with power of attorney (and such appointment is coupled
with an interest and is irrevocable during the Term) to conclude and enter into agreements with such local providers on
Customer's behalf to secure such services. RingCentral's locally licensed affiliates provide all telecommunications services
offered to Customer within the countries in which such affiliates are licensed; in some cases, RingCentral may obtain services
from locally licensed providers on Customer's behalf. RingCentral is responsible for all contracting, billing, and customer care
related to those services. Customer is responsible for providing RingCentral with all information necessary for RingCentral to
obtain numbers in Global RingEX countries.
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6. Additional Services. RingCentral offers add -on services for the Services (where available), which are described at
https://www.ringcentral.com/legal/microsoft-teams-services-attachment.html. Additional terms or charges may apply, depending on
the selected features.
7. Bring Your Own Carrier (BYOC) Services. RingCentral offers a software -as -a -service in which customers provide and maintain
their own local telecommunications services, which may be connected to RtngCentral`s cloud PBX, videoconferencing, and team
messaging services. BYOC and additional terms are described and available at https:Nwww.ringcentral.com/legal/BYOC-service-
descriptiorn.html.
8. Definitions. Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of
this Service Attachment, the fallowing terms have the meanings set forth below:
A. "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 the 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.
B. "End Point" means an application or device through which any End -User might access anWor use any of the Services, including
without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations,
C. "Extension -to -Extension Calls" means calls made and received between End Points on the Customer Account with
RingCentral, regardless of whether the calls are domestic or international.
D. "External Calls" means calls made to or received from external numbers on the PSTN that are not on the Customer Account
with RingCentral.
E. "Home Country" means the United States or the country that is otherwise designated as Customer's primary or home country
in the Order Form.
Master Services Agreement Page 13 of 34
Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
ATTACHMENT
SERVICE ATTACHMENT - RINGCX SERVICES
This Service Attachment is a part of the Master Services Agreement (the "Agreement') that includes the terms and conditions agreed
by the Parties underwhich RingCentral will provide to the Customer the RingCX Services as described under the applicable Order Form.
In the event of any conflict between the provisions of the Agreement and the provisions of this Service Attachment, such provisions of
this Service Attachment will prevail.
1. Service Overview
"RingCX Services" is a cloud -based, contact center and omnichannel communications solution consisting of inbound and outbound
voice media routing, queuing, and distribution as well as digital channel management, and related services, applications, and
features, whether included as part of a Subscription Package or ordered separately.
2. Billing and Payment
A. Billing
Starting at the Start Date set forth in the Order Form and until the end of the Term, You agree to pay for: a) the RingCX Services
fees for at least the number of Seats set forth in the RingCX Services Order (as amended as permitted below) (an "RingCX
Contract Seat') based on the per Seat pricing set forth in the RingCX Services Order (the `RingCX Contract Seat Price"), as
amended from time to time, regardless of the number of Seats being used; b) any Usage (per minute) fees; c) any Subscription
Packages set forth in the RingCX Services Order (e.g. Interactive RingCX Response, minutes, international minutes); and d)
any additional fees set forth in the RingCX Services Order.
B. Adding New RingCX Contract Seats
You may add RingCX Contract Seats at any time either through a new RingCX Services Order or a written amendment executed
by You and RingCentral. The RingCX Services fees related to these additional RingCX Contract Seats will be billed at the per
Seat price set forth in the RingCX Order form. For the avoidance of doubt, You will be required to pay for RingCX Services fees
related to these additional RingCX Contract Seats until the end of the Term.
C. Adding On -Demand RingCX Seats
At any time, You may utilize additional Seats with your RingCX Services on an as -needed basis (each, an "On -Demand RingCX
Seat'). You will be billed for any RingCX Services at the rate of the RingCX Contract Seat Price plus an overage charge of 20
USD per month per Seat (the "On -Demand RingCX Price") until You remove this On -Demand RingCX Seat from Your RingCX
Services subscription (which You may do at any time in your discretion). RingCX Services fees for any On -Demand RingCX
Seats will be charged for the full month, regardless of the number of days used. For each monthly billing period, You will be
charged for the highest number of On -Demand RingCX Seats used within such billing period. Fees for other RingCX Service
licenses may be billed at the price set forth in the RingCX Order Form.
3. RingCX Services, Settings, and Modifications
A RingEX account is required to use the RingCX Services. The settings and preferences for your RingCX Services, including without
limitation user rights, user skills, and permissions; routing, scripts; registration Information; and activation of On -Demand RingCX
Seats, among others; may: be set andmodified by those individuals whom You allow to have access to the web console ("Account
Administrators"). The Customer acknowledges that the acts or omissions of the Account Administrators may result in additional
charges or affect RingCX Services. The Customer will be solely responsible for the acts or omissions and the impact on billable
amounts of the Account Administrators.
4. Use of RingCX Services
You acknowledge and agree that all use of the RingCX Services shall be subject to this Service Attachment and the Agreement,
including without limitation the use policies and data privacy policies. You acknowledge and agree that You are fully responsible and
liable for all use of the RingCX Services, any software or hardware used in conjunction with the RingCX Services, and any and all
fees and charges that are incurred as a result of such use. Notwithstanding anything to the contrary stated in the Agreement, the use
of the RingCX Services shall be subject to the following terms:
A. NO 911 SERVICE. YOU ACKNOWLEDGE AND AGREE THAT 911 / EMERGENCY CALLS OR MESSAGES MAY NOT BE
PLACED OR SENT THROUGH THE RINGCX SERVICES, AND NO 911 CALLING OR SMS OR OTHER EMERGENCY
MESSAGING SERVICE IS OFFERED OR PROVIDED WITH THE RINGCX SERVICES. YOU MUST MAKE AVAILABLE
ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS.
B. Customer 911 Notification Obligations. You represent, warrant, and covenant that: (1) You shall ensure that any person who
might use the RingCX Services or be present at the physical location where any the RingCX Services might be accessed or
used is fully informed and aware that he or she will not be able to place calls or send messages to 911 or other emergency
response services through the RingCX Services; and (ii) You shall provide all of the foregoing parties with an alternate method
by which to place such calls and, as applicable, to send such messages.
C. Cardholder Data. You acknowledge and agree that when using RingCX Services, You will not record or store Cardholder Data
("CHID") as that term is defined by the PCI Data Security Standard. If You are required to receive CHID using the RingCX
Services, You will pause any recordings or otherwise ensure that no CHID is being recorded or saved.
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Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
5. Compliance and Regulations
You disclaim and deny any reliance on any marketing materials relating to the RingCX Services with regard to Telephone Consumer
Protection Act ("TCPA") compliance and/or the Telemarketing Sales Rule. Any statements regarding the TCPA or other legal
compliance are opinion only, and You are ultimately responsible for making your own determinations regarding the requirements of
the TCPA and its applicability to the RingCX Services.
RingCentral shall not redesign or otherwise modify its Manual Dial product, including any relevant hardware or software, in a manner
that would give It the capacity to dial randomly or sequentially generated numbers, function as a predictive dialer or dial numbers in
any manner that does not require human intervention for each call.
6. Definitions
Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service
Attachment, the following terms have the meanings set forth below:
A. 'RingCX Materials" means documentation, either electronic or otherwise, that RingCentral provides or makes available to the
Customer describing the RingCX Services, including the components of each Subscription Package, if applicable, and any other
features and functionality offered as part of the RingCX Services. The RingCX Materials may include without limitation manuals,
product descriptions, user or installation instructions, diagrams, printouts, listings, flowcharts, and training materials related to
the RingCX Services.
B. 'RingCX Services Order" is an Order form executed by the Parties under the terms of the Agreement and this Service
Attachment, setting out the details of the subscription to the RingCX Services, including any Subscription Package, and any
additional products, services and functionality purchased by theCustomer
C. "Interactive Voice Response" or "IVR" means a module that allows customers to script automated voice interactions,
accessing third -party services and databases when needed to service the customer. IVR-only packages do not include any
services or restrictions related to Seats.
D. "Seat' means either: i) a named license based on the named persons that use the RingCX Services, or ii) a concurrent license
based on the number of persons simultaneously using the RingCX Services. Each Seat includes 2,000 minutes of IVR per month
and unlimited inbound and manually dialed outbound domestic minutes. All use is subject to the Acceptable Use Policy.
Overages apply.
E. "Subscription Package" is a set of RingCX Services features and applications, as further defined in the RingCX Materials, that
could be ordered as a bundle.
F. "Usage" means any charges incurred in connection with the use of your RingCX Services, including, without limitation, local,
long-distance, international, and toll -free minutes, charges, and any products listed on the RingCX Service Order.
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Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
ATTACHMENT C
SERVICE LEVEL AGREEMENT FOR RINGEX SERVICES
This Service Level Agreement for RingEX Services (the "RingEX SLA") is a part of the Master Services Agreement (the "Agreement')
that includes the Service Availability levels RingCentral commits to deliver on the RingCentral Network for RingEX Services.
1. Overview
RingCentral will maintain the following performance levels:
2. Minimum Eligibility
Customer is entitled to the benefits of this RingEX SLA only to the extent that Customer maintains a minimum of fifty (50) Digital
Lines under the RingEX Service Attachment with a minimum twelve (12) month Term. This RingEX SLA shall not apply to any period
of time where Customer does not meet the foregoing requirements.
3. Service Delivery Commitments
A. Calculation of Service Availability for Voice Services
Service Availability = [ 1 — ((number of minutes of Down Time x number of Impacted Users)! (total number users x total number
of minutes in a calendar month))] x 100
Service Availability shall be rounded to nearest thousandth of a percent in determining the applicable credit. Service Credits for
Down Time will not exceed 30% MRC.'
B. Calculation of Service Credits
Customer is entitled to the Accelerated Service Credits calculated based on the table below:
B.1 Accelerated Service Credit Table
C. No Cumulative Credits
Where a single incident of Down Time affects RingEX Services and any other Services provided by RingCentral and covered
under a separate service level agreement executed between the parties, resulting in Service Credits under both agreements,
Customer is entitled to claim Service Credits under one of the agreements, but not for both.
Service Credits to be paid under this RingEX SLA will be calculated based on Customer's RingEX MRC only and will not include
any other fees paid by RingCentral for any other Services, (e.g., Contact Center Services). Service Credits may not exceed the
total MRC paid for the relevant Services.
D. Qualifying for Service Credits
Service Credits for Down Time will accrue only to the extent:
i. Down Time exceeds 1 minute.
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Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
ii. Customer reports the occurrence of Down Time to RingCentral by opening a Support Case within twenty-four (24) hours of
the conclusion of the applicable Down Time period.
HL RingCentral confirms that the Down Time was the result of an outage or fault on the RingCentral Network.
Iv. Customer is not in material breach of the Agreement, including its payment obligations.
v. Customer must submit a written request for Service Credits to Customer Care within thirty (30) days of the date the Support
Case was opened by Customer, including a short explanation of the credit claimed and the number of the corresponding
Support Case.
4. Quality of Service Commitments
A. Quality of Service Targets. RingCentral will maintain an average MOS score of 3.8 over each calendar month for Customer
Sites in the Territory, except to the extent that Customer endpoints connect via public WI-Fi, a low bandwidth mobile data
connection (3G or lower), or Customer uses of narrowband codecs such as G.729.
B. Quality of Service Report. Customer may request a Quality of Service Report for the preceding calendar month by submitting
a Support Case. RingCentral will endeavor to provide the Quality of Service Report within five (5) business days.
C. Diagnostic Investigation. If the Quality of Service Report shows a failure to meet the target 3.8 average MOB as calculated
under this Section, RingCentral will use industry -standard diagnostic techniques to investigate the cause of the failure. Customer
shall cooperate with RingCentral in this investigation fully and in good faith.
D. Diagnostic Remediation. Based on its investigation, RingCentral will provide a reasonable determination of the root cause(s)
of any failure for the quality of service to meet the target MOB of 3.8. RingCentral will resolve any root cause(s) on the
RingCentral Network; Customer shall timely implement settings or other resolution advised by RingCentral to improve the quality
of service.
5. Chronic Service Failures
A. Service Availability. Customer may terminate the Agreement without penalty, and will receive a pro-rata refund of all prepaid,
unused fees in the following circumstances if RingCentral fails to meet a Service Availability of at least 99.9%on the RingCentral
Network for Voice Servicesduring any three (3) calendar Months in any continuous 6 Month period, and customer has timely
reported Down Time as set forth herein.
B. Quality of Service. Customer may terminate the affected Customers Sites under its Agreement without penalty, and will receive
a pro-rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet a minimum 3.5 MOS, as
measured in duly requested Quality of Service Reports, for the affected Customer Sites within 4 months of the date of Customer's
initial Support Case requesting a Quality of Service Report, except that such right inures only to the extent that Customer has
complied fully and in good faith with the cooperatiomrequirements and timely implemented all suggestions from RingCentral, in
RingCentml's sole reasonable judgment.
C. To exercise its termination right under this RingEX SLA, Customer must deliver written notice of termination to RingCentral no
later than ten (10) business days after its right to terminate under this Section accrues.
6. Sole Remedy
The remedies available pursuant to this RingEX SLA (i.e. the issuance of credits and termination for chronic service failure) shall be
Customer's sole remedy for any failure to meet committed services levels under this RingEX SLA.
7. Definitions
Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service
Level Agreement, the following terms have the meanings set forth below:
A. "Down Time" is an unscheduled period during which the Voice Services for RingEX on the RingCentral Network are interrupted
and not usable, except that Down Time does not include unavailability or interruptions due to (1) acts or omissions of Customer;
(2) an event of a Force.Majeure; or (3) Customers breach of the Agreement. Down Time begins to accrue after one (1) minute
of unavailability, per incident.
B. "Impacted User" means a user with a Digital Line affected by Down Time. In the event that due to the nature of the incident it
is not possible for RingCentral to identify the exact number of users with a Digital Line affected by Down Time, RingCentral will
calculate the Impacted Users on a User -Equivalency basis as defined below.
C. "MOS" means the Mean Opinion Score, determined according to the [TU-T E-model, as approved in June 2015, rounding to
the nearest tenth of a percent. MOB provides a prediction of the expected voice quality, as perceived by a typical telephone
user, for an end -to -end (i.e. mouth -to -ear) telephone connection under conversational conditions. MOB is measured by
RingCentral using network parameters between the Customer endpoint, e.g., the IP Phone or Softphone, and the RingCentral
Network, and will accurately reflect quality of the call to the caller using the Voice Services.
D. "MRC" means the monthly recurring subscription charges (excluding taxes, administrative or government mandated fees,
metered billings, etc.) owed by Customer to RingCentral for RingEX Services for the relevant month. If customer is billed other
than on a monthly basis, MRC refers to the pro-rata portion of the recurring subscription charges for the relevant calendar month.
MRC does not include one-time charges such as phone equipment costs, set-up fees, and similar amounts, nor does it include
any charges or fees for services other than RingEX Services.
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E. "Quality of Service Report" means a technical report provided by RingCentral, detailing MOS and related technical information.
F. "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, and the PSTN. The RingCentral Network does not include the public Internet, a Customer's own private network, or the
Public Switched Telephone Network (PSTN).
G. "Service Availability" is the time for which Voice Services for RingEX are available on the RingCentral Network, expressed as
a percentage of the total time in the relevant calendar month, and calculated as set forth above.
H. "Service Credits" means the amount that RingCentral will credit a Customer's account pursuant to this RingEX SLA.
I. "Site" means a physical location in the Territory at which Customer deploys and regularly uses at least five (5) RingCentral
Digital Lines. A Digital Line used outside such physical location for a majority of days in the relevant calendar month, such as
home offices, virtual offices, or other remote use, will not be included in the line count for this purpose.
J. "Support Case" means an inquiry or incident reported by the Customer, through its Helpdesk Support, to Customer Care via
the designated Customer Care portal.
K. "Territory" means those countries in which Customers subscribes to RingEX or Global RingEX Services.
L. "User -Equivalency" means the calculation made by RingCentral to estimate the percentage of the Voice Services impacted
by the Down Time. RingCentral may use number of calls, network, device information, vendor and customer reports, and its own
technical expertise to make these calculations.
M. "Voice Services" means the audio portion of the Services, across endpoints, including the Softphone, and IP desk phone.
Master Services Agreement Page 16 of 34
Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
ATTACHMENT D
SERVICE LEVEL AGREEMENT FOR RINGCX SERVICES
This Service Level Agreement for RingCX Services (the "RingCX SLA") is a part of the Master Services Agreement (the "Agreement")
that includes the Service Availability levels RingCentral commits to deliver on the RingCentral Network for RingCX Services.
1. Overview
RingCentral will maintain the Quality of Service for the RingCX Core Services at the performance levels as defined below:
2. Minimum Eligibility. Customer is entitled to the benefits of this RingCX SLA only to the extent that Customer maintains a minimum
often (10) RingCX Seats under the Agreement with a minimum twelve (12) month Initial Term and twelve (12) month Renewal Term.
This RingCX SLA shall not apply to any period of time where Customer does not meet the foregoing requirements.
3. Service Delivery Commitments
A. Calculation of Service Availability
Service Availability = [ 1 — ((number of minutes of Down Time x number of impacted users) / (total number users x total number
of minutes in a calendar month))] x 100
Availability shall be rounded to nearest hundredth of a percent in determining the applicable credit.
B. Calculation of Service Credits
I. Service Credits only begin to accrue after Service Availability falls below a certain percentage (shown in the tables below).
ii. Customer is entitled to Service Credits for the RingCX Core Services according to the following table:
C. Qualifying for Service Credits. Service Credits for Down Time will accrue only to the extent:
i. Service Availability falls below the percentage as illustrated in the tables (above) under Calculation of Service Credits.
ii. Customer reports the occurrence of Down Time to RingCentral Customer Service by opening a Support Case within twenty-
four (24) hours of the beginning of the applicable Down Time period.
iii. Customer must submit a written request for Service Credits to Customer Care within ten (10) business days of the date the
Support Case was opened by Customer, including a short explanation of the credit claimed and the number of the
corresponding Support Case.
iv. RingCentral confirms that the Down Time was the result of an outage or fault on the RingCentral Network.
v. Customer is not in material breach of the Agreement, including its payments obligations.
D. Finality of Decisions. Credits may be issued in RingCentral's sole reasonable discretion and will expire at the expiration or
termination of the Agreement.
4. Chronic Service Failures
A. Service Availability. Customer may terminate the Agreement without penalty and will receive a pro-rata refund of all prepaid,
unused fees if customer accrues Maximum Service Credits for Down Time for RingCX Core Services during any three (3)
calendar Months in any continuous 6-Month period, and customer has timely reported Down Time as set forth herein.
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B. To exercise its termination right under this RingCX SLA, Customer must deliver written notice of termination to RingCentral no
later than ten (10) business days after its right to terminate under this Section accrues.
5. Sole Remedy
The remedies available pursuant to this RingCX SLA (i.e., the issuance of credits and termination for chronic service failure) shall
be Customer's sole remedy for any failure to meet committed services levels under this Agreement.
6. Definitions
Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service
Level Agreement, the following terms have the meanings set forth below:
A. "RingCX Services" include Core Services and Non -Core Services.
B. "Core Services" includes the following services:
Inbound and Outbound Call Termination (excluding automated dialing).
ii. Inbound and outbound digital interactions.
iii. Agent and supervisor log -in.
C. "Down Time" is an unscheduled period during which the RingCX Services on the RingCentral Network are interrupted and not
usable, except that Down Time does not include unavailability or interruptions due to (1) acts or omissions of Customer; (2) an
event of a Force Majeure; or (3) Customer's breach of the Agreement.
D. "Interactive Voice Response" or "IVR" means a module that allows customers to script automated voice interactions,
accessing third party services and databases when needed to service the customer.
E. "MRC" means the monthly recurring subscription charges (excluding taxes, administrative or government mandated fees,
metered billings, etc.) owed by Customer to RingCentral for RingCX Services for the relevant month. If customer is billed other
than on a monthly basis, MRC refers to the pro-rata portion of the recurring subscription charges for the relevant calendar month.
MRC does not include one-time charges such as phone equipment costs, set-up fees, and similar amounts, nor does it include
any charges or fees for services other than RingCX Services.
F. "Non -Core Services" means any features not expressly identified as a Core Service. For the avoidance of doubt, Non -Core
Services includes the following features:
I. Historical Reports.
ii. RealTime Dashboards.
iii. Call Recording Administration, Delivery, and Retrieval.
iv. Integrations, including Workforce Management, Workforce Optimization, and CRM.
G. "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, and the PSTN. The RingCentral Network does not include the public Internet, or the Public Switched Telephone Network
(PSTN). The RingCentral Network includes the facilities of underlying provider of the RingCX Services subcontracted by
RingCentral.
H. "Service Availability" is the time for which RingCX Services are available on the RingCentral Network, expressed as a
percentage of the total time in the relevant calendar month, and calculated as set forth below.
I. "Service Credits" means the amount that RingCentral will credit a Customer's account pursuant to this RingCX SLA.
J. "Support Case" means an inquiry or incident reported by the Customer, through its Helpdesk Support, to Customer Care via
the designated Customer Care portal.
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Docusign Envelope ID: A0158746-6D88-4277-9179-BDBEDF669057
ATTACHMENT E
RINGCENTRAL SECURITY ADDENDUM
1. Scope
This document describes the Information Security Measures ("Measures") that RingCentral has in place when processing Protected
Data through RingCentral Services.
2. Definitions
For purposes of this Security Addendum only, capitalized terms, not otherwise defined herein, have the meaning set forth in the
Agreement.
A. "Ring Central Services", or "Services", means services offered by RingContral and acquired by the Customer.
B. "Customer" means the entity that entered into the Agreement with RingCentral.
C. "Protected Data" means Customer and partner data processed by RingCentral Services, as defined in the applicable
RingCentral DPA or Agreement, including "personal data" and "personal information" as defined by applicable privacy laws,
confidential data as defined in the Agreement, account data, configuration data, communication content including messages,
voicemail, and video recording.
D. "Agreement" means the agreement in place between RingCentral and the Customer for the provision of the Services.
E. "Personnel" means RingCentral employees, contractors or subcontracted Professional Services staff.
3. Information Security Management
A. Security Program
RingCentral maintains a written information security program that:
i. Includes documented policies or standards appropriate to govern the handling of Protected Data in compliance with the
Agreement and with applicable law.
ii. Is managed by a senior employee responsible for overseeing and implementing the program.
iii. Includes administrative, technical, and physical safeguards reasonably designed to protect the confidentiality, integrity, and
availability of Protected Data.
iv. Is appropriate to the nature, size, and complexity of RingCentral's business operations.
B. Security Policy Management
RingCentral's security policies, standards, and procedures:
i. Align with information security established industry standards.
il. Are subject to ongoing review.
!it. May be revised to reflect changes in industry best practices.
C. Risk Management
RingCentral:
i. Performs cybersecurity risk assessments to identify threats to their business or operations at least annually.
ii. Updates RingCentral policies, procedures and standards as needed to address threats to RingCentral's business or
operations.
4. Independent security assessments
A. External Audit
RingCentral:
i. Uses qualified independent third -party auditors to perform security audits covering systems, environments, and networks
where Protected Data is processed, including
a. SOC2 Type II
b. IES/ISO 27001.
ii. maintains additional audits and compliance certifications as appropriate for RingCentral's business and as identified at
www.ringcentral.comltrust-center. html .
B. Distribution of Reports
Copies of relevant audit reports and certifications:
i. Will be provided to Customer on request.
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ii. Are subject to Non -Disclosure Agreement.
C. Annual Risk Assessment Questionnaire
Customer may, on one (1) occasion within any twelve (12) month period, request that RingCentral complete a third -party risk
assessment questionnaire within a reasonable time frame.
In case of conflict between this section and the equivalent section in the RingCentral DPA, the DPA takes precedence.
5. Human Resource Security
A. Background Checks
RingCentral requires pre -employment screenings of all employees. RingCentral ensures criminal background searches on its
employees to the extent permitted by law. Each background check in the US includes:
1. An identity verification (SSN trace).
II. Criminal history checks for up to seven (7) years for felony and misdemeanors at the local, state, and federal level, where
appropriate.
iii. Terrorist (OFAC) list search, as authorized by law.
Internationally, criminal history checks are conducted as authorized by local law.
Background checks are conducted by a member of the National Association of Professional Background Screeners or a
competent industry -recognized company in the local jurisdiction.
B. Training
RingCentral will ensure that all employees including contractors:
1. Complete annual training to demonstrate familiarity with RingCentral's security policies.
ii. Complete annual training for security and privacy requirements, including CyberSecurity awareness, GDPR, and CCPA.
iii. Have the reasonable skill and experience suitable for employment and placement in a position of trust within RingCentral.
C. Workstation Security
RingCentral ensures that:
i. RingCentral employees either use RingCentral owned and managed devices in the performance of their duties or Bring
Your Own Device (BYOD) device.
H. All devices, whether RingCentral owned and managed or Bring Your Own Device (BYOD) device, are enrolled in the full
RingCentral managed device program.
D. Data Loss Prevention
RingCentral employs a comprehensive system to prevent the inadvertent or intentional compromise of RingCentral data and
Protected Data.
E. Due Diligence Over Sub -Contractors
RingCentral will:
1. maintain a security process to conduct appropriate due diligence prior to engaging sub -contractors.
ii. assess the security capabilities of any such sub -contractors on a periodic basis to ensure subcontractors' ability to comply
with the Measures described in this document.
iii. apply written information security requirements that oblige sub -contractors to adhere to RingCentral's key information
security policies and standards consistent with and no less protective than these Measures.
F. Non -Disclosure
RingCentral ensures that employees and contractors/sub-contractors who process Protected Data are bound in writing by
obligations of confidentiality.
6. Physical Security
A. General
RingCentral:
i. Restricts access to, controls, and monitors all physical areas where RingCentral Services process Protected Data ("Secure
Areas").
ii. Maintains appropriate physical security controls on a 24-hours-per-day, 7-days-per-week basis ("2417").
iii. Revokes any physical access to Secure Areas promptly after the cessation of the need to access buildings and system(s).
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iv. Performs review of access rights on at least an annual basis.
B. Access and Authorization Processes
RingCentral maintains a documented access authorization and logging process. The authorization and logging process will
include at minimum:
f. Reports detailing all access to Secure Areas, including the identities and dates and times of access.
ff. Reports to be maintained for at least one year as allowed by law.
fff. Video surveillance equipment to monitor and record activity at all Secure Areas entry and exit points on a 24/7 basis to the
extent permitted by applicable laws and regulations.
Iv. Video recording to be maintained for at least 30 days or per physical location provider's policies.
C. Data Centers
To the extent that RingCentral is operating or using a data center, RingCentral ensures that physical security controls are in
alignment with industry standards such as ISO 27001 and SSAE 16 or ISAE 3402 or similar standard including:
f. Perimeter security including fencing/barriers and video surveillance.
if. Secure access including security guard/reception.
!it. Interior access controlled through RFID cards, 2FA, anti -tailgating controls.
iv. Redundant utility feeds and support for continuous delivery through backup systems.
v. Redundant network connection from multiple providers.
7. Logical Security
A. User Identification and Authentication
RingCentral:
Maintains a documented user management lifecycle management process that includes manual and/or automated
processes for approved account creation, account removal and account modification for all Information Resources and
across all environments.
ii. Ensures that RingCentral users have an individual accounts for unique traceability.
fff. Ensures that RingCentral users do not use shared accounts; where shared accounts are technically required controls are
in place to ensure traceability.
iv. RingCentral user passwords are configured aligned with current NIST guidance.
For the customer facing applications, Customers may choose to integrate with SSO (Single Sign on) so that Customer retains
control over their required password settings including Customer's existing MFA12FA solutions.
B. User Authorization and Access Control
RingCentral:
f. Configures remote access to all networks storing or transmitting Protected Data to require multi -factor authentication for
such access.
it. Revokes access to systems and applications that contain or process Protected Data promptly after the cessation of the
need to access the system(s) or application(s).
fif. Has the capability of detecting, logging, and reporting access to the system and network or attempts to breach security of
the system or network.
RingCentral employs access control mechanisms that are intended to:
f. Limit access to Protected Data to only those Personnel who have a reasonable need to access said data to enable
RingCentral to perform its obligations under the Agreement.
if. Prevent unauthorized access to Protected Data.
iii. Limit access to users who have a business need to know.
iv. Follow the principle of least privilege, allowing access to only the information and resources that are necessary.
v. Perform review access controls on a minimum annual basis for all RingCentral's systems that transmit, process, or store
Protected Data.
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8. Telecommunication and Network Security
A. Network Management
RingCentral:
i. Maintains network security program that includes industry standard firewall protection and two -factor authentication for
access to RingCentral's networks.
ii. Deploys an Intrusion Detection Systems (IDS) and/or Intrusion Prevention Systems (IPS) to generate, monitor, and respond
to alerts which could indicate potential compromise of the network and/or host.
M. Monitors web traffic from the Internet and from internal sources to detect cyber-attacks including Distributed Denial of
Service (DDoS) attacks against web sites / services and to block malicious traffic.
B. Network Segmentation
RingCentral:
i. Implements network segmentation between the corporate enterprise network and hosting facilities for Services.
ii. Ensures separation between environments dedicated to development, staging, and production.
iii. Restricts access between environments to authorized devices.
iv. Controls configuration and management of network segregation and firewall rules through a formal request and approval
process.
C. Network Vulnerability Scanning
RingCentral:
i. Runs internal and external network vulnerability scans against information processing systems at least quarterly.
ii. Evaluates findings based on (where applicable) CVSS score and assessment of impact, likelihood, and severity.
iii. Remediates findings following industry standard timelines.
9. Operations Security
A. Asset Management
RingCentral:
i. Maintains an accurate and current asset register covering hardware and software assets used for the delivery of services.
H. Maintains accountability of assets throughout their lifecycle.
iii. Maintains processes to wipe or physically destroy physical assets prior to their disposal.
B, Configuration Management
RingCentral:
i. Maintains baseline configurations of information systems and applications based on industry best practices including:
a. Removal of all vendor -provided passwords.
b. Remove/disable unused services and settings.
c. Anti-malware/endpoint protection as technically feasible.
ii. Enforces security configuration settings for systems used in the provision of the Services.
iii. Ensures that clocks of all information processing systems are synchronized to one of more reference time sources.
C. Malicious Code Protection
I. To the extent practicable, RingCentral has endpoint protection in place, in the form of Endpoint Detection and Response
(EDR) and/or antivirus software, installed and running on servers and workstations.
ii. EDR alerts are monitored, and immediate action is taken to investigate and remediate any abnormal behavior.
iii. Where used, antivirus software will be current and running to scan for and promptly remove or quarantine viruses and other
malware on Windows servers and workstations.
D. Vulnerability, Security Patching
RingCentral:
i. Monitors for publicly disclosed vulnerabilities and exposures for impact to Supplier's information systems and products.
ii. Ensures quality assurance testing of patches prior to deployment.
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iii. Ensures that all findings resulting from network vulnerability scanning and relevant publicly disclosed vulnerabilities and
exposures are remediated according to industry best practices, including CVSS score and assessment of impact, likelihood
and severity and are remediated following industry standard timelines.
E. Logging and Monitoring
RingCentral shall ensure that:
1. All systems, devices or applications associated with the access, processing, storage, communication and/or transmission
of Protected Data, generate audit logs.
it. Access to Protected Data is logged.
ill. Logs include sufficient detail that they can be used to detect significant unauthorized activity.
iv. Logs are protected against unauthorized access, modification, and deletion.
v. Logs are sent to a centralized location for aggregation and monitoring.
10. Software Development and Maintenance
A. Secure Development Lifecycle
RingCentral:
1. Applies secure development lifecycle practices, including, during design, development, and test cycles.
ii. Ensures that products are subject to security design review including threat considerations and data handling practices.
Ili. Ensures that Services are subject to a secure release review prior to promotion to production.
B. Security Testing
As part of the secure development lifecycle, RingCentral:
i. Performs rigorous security testing, including, as technically feasible:
a, static code analysis.
b. source code peer reviews.
c. dynamic and interactive security testing.
d. security logic, or security "QA" testing.
H. Ensures that Internet -facing applications are subject to application security assessment reviews and testing to Identify
common security vulnerabilities as identified by industry -recognized organizations (e.g., OWASP Top 10 Vulnerabilities,
CWE/SANS Top 25 vulnerabilities).
ill. For all mobile applications (i.e. running on Android, Blackberry, iOS, Windows Phone) that collect, transmit or display
Protected Data, conducts an application security assessment review to identify and remediate industry -recognized
vulnerabilities specific to mobile applications.
iv. Does NOT use Protected Data for testing.
v. Makes all reasonable effort to identify and remediate software vulnerabilities prior to release.
C. Annual Penetration Testing
RingCentral:
I. Engages qualified, independent third -party penetration testers to perform annual penetration test against its Products and
environments where Protected Data is hosted.
ii. Requires sub -processors to perform similar penetration testing against their systems, environments, and networks.
ill. Ensures remediation of all findings in a commercially reasonable period of time.
D. Product Vulnerability Management
RingCentral:
1. Uses commercially reasonable efforts to regularly identify software security vulnerabilities in RingCentral Services.
ii. Provides relevant updates, upgrades, and bug fixes for known software security vulnerabilities, for any software provided
or in which any Protected Data is processed.
ill. Ensures that all findings resulting from internal and external testing are evaluated according to industry best practices,
including CVSS score and assessment of impact, likelihood and severity and are remediated following industry standard
timelines.
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E. Open Source and Third -Party Software
RingCentral:
i. Maintains an asset registry of all third -party software (TIPS) and open -source software (OSS) incorporated into the Services.
H. Uses commercially reasonable efforts to ensure the secure development and security of open -source software and third -
party software used by RingCentral.
iii. Uses commercially reasonable efforts to evaluate, track and remediate vulnerabilities of open -source software (OSS) and
other third -party libraries that are incorporated into the Services.
11. Data Handling
A. Data Classification
RingCentral maintains data classification standards including:
i. Public data, data that is generally available or expected to be known to the public.
it. Confidential data, data that is not available to the general public.
Protected Data is classified as RingCentral Confidential Data.
B. Data Segregation
RingCentral:
i. Ensures physical or logical segregation of Protected Data from other customers' data.
ii. Ensures physical separation and access control to segregate Protected Data from RingCentral data.
C. Encryption of Data
RingCentral:
i. Shall ensure encryption of Protected Data in electronic form in transit over all public wired networks (e.g., Internet) and all
wireless networks (excluding communication over Public Switch Telephone Networks).
ii. Excepting the Engage Communities feature of Engage Digital, shall ensure encryption of Protected Data in electronic form
when stored at rest.
iii. Uses industry standard encryption algorithms and key strengths to encrypt Protected Data in transit over all public wired
networks (e.g., Internet) and all wireless networks.
D. Destruction of Data
RingCentral shall:
i. Ensure the secure deletion of data when it is no longer required.
it. Ensure that electronic media that has been used in the delivery of Services to the Customer will be sanitized before disposal
- or repurposing, using a process that assures data deletion and prevents data from being reconstructed or read.
M. Destroy any equipment containing Protected Data that is damaged or non-functional.
12. Incident Response
RingCentral's incident response capability is designed to comply with statutory and regulatory obligations governing incident
response. As such, RingCentral:
A. Maintains an incident response capability to respond to events potentially impacting the confidentiality, integrity andlor availability
of Services and/or data including Protected Data.
B. Has a documented incident response plan based on industry best practices.
C. Has a process for evidence handling that safeguards the integrity of evidence collected to including allowing detection of
unauthorized access to.
D. Will take appropriate steps and measures to comply with statutory and regulatory obligations governing incident response.
When RingCentral learns of or discovers a security event which impacts Protected Data, RingCentral will notify Customer without
undue delay and will take commercially reasonable steps to isolate, mitigate, and/or remediate such event.
13. Business Continuity and Disaster Recovery
A. Business Continuity
RingCentral:
i. Ensures that responsibilities for service continuity are clearly defined and documented and have been allocated to an
individual with sufficient authority.
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III. Has a business continuity plan (BCP) in place designed to provide ongoing provision of the Services to Customer.
iii. Develops, implements, and maintains a business continuity management program to address the needs of the business
and Services provided to the Customer. To that end, RingCentral completes a minimum level of business impact analysis,
crisis management, business continuity, and disaster recovery planning.
iv. Ensures that the scope of the BCP encompasses all relevant locations, personnel and information systems used to provide
the Services.
v. Ensure that its BCP includes, but is not limited to, elements such location workarounds, application workarounds, vendor
workarounds, and staffing workarounds, exercised at minimum annually.
A Reviews, updates, and tests the BCP at least annually.
B. Disaster Recovery
RingCentral:
i. Maintains a disaster recovery plan, which includes, but is not limited to, infrastructure, technology, and system(s) details,
recovery activities, and identifies the people/teams required for such recovery, exercised at least annually.
it. Ensures that the disaster recovery plan addresses actions that RingCentral will take in the event of an extended outage of
service.
iii. Ensures that its plans address the actions and resources required to provide for (i) the continuous operation of RingCentral,
and (ii) in the event of an interruption, the recovery of the functions required to enable RingCentral to provide the Services,
including required systems, hardware, software, resources, personnel, and data supporting these functions.
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ATTACHMENT
RINGCENTRAL TERMS AND CONDITIONS OF SALE OF HARDWARE
Copied from httns:llwww.ringcentral.comllegaUri ngcentraI-hardware -terms -con ditions.htmI as of 5/1312025
1. Definitions
• Where used in these Terms and Conditions of Sale of Hardware:
o "Authorised Representative" means any person who holds the job title and office of General Manager, Finance
Director or Vice -President.
o "Customer" means you or any of your subsidiaries purchasing Product from RingCentral.
o "Conditions" means these Terms and Conditions of Sale.
o "Contract" means any agreement for the purchase and sale of Products between RingCentral and Customer which
result from a Purchase Order submitted to and accepted by RingCentral under these Conditions.
o "Contract Date" means the date upon which a Purchase Order is accepted by RingCentral.
o "Force Majeure" means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods,
earthquakes, explosions, strikes, lockouts, cessation of labour, trade disputes, breakdowns, accidents of any kind or
any other causes which, in all cases, are beyond the reasonable control of RingCentral (including delay or shortages
by its Suppliers).
o "Products" means the hardware, software, or any combination thereof, and related documentation, identified in the
Website, https:llwww.ringcentral.com/affice/vaiP-phone.htmI which are made available for purchase and/or license by
Customer pursuant to a Contract. Products shall be new or like -new, unless Customer requests refurbished Product.
RingCentral will fulfil Purchase Orders for refurbished Product to the extent RingCentral has refurbished Product
available.
o "Purchase Order' means Customer's submission of a written or electronic order for Products through the Website or
other documentation indicating name, quantity and pricing of Products to be purchased.
o "RingCentral" means RingCentral, Inc. and its subsidiaries.
o "Supplier" means the supplier, licensor, publisher, manufacturer or other third party provider of Products.
o "Website" " means the portal hosted by RingCentral through which Products are made available for purchase.
As used in these Conditions, (i) any reference to a statute shall be construed as a reference to that statute as amended, re-
enacted or otherwise modified from time to time, (ii) the term "including" will always be deemed to mean "including, without
limitation", (iii) a definition is equally applicable to the singular and plural forms of the feminine, masculine and neuter forms of
the term defined, and (iv) any headings in these Conditions are for convenience only and shall not affect the interpretation of
any terms.
2. General Ordering Terms.
• Customer may purchase Products under these Conditions by issuing a Purchase Order to RingCentral. Only a Purchase
Order submitted by Customer shall constitute an offer to contract subject to these Conditions. All Purchase Orders are subject
to acceptance by RingCentral.
• No additional or alternative terms or conditions or any alteration to these Conditions proposed by the Customer contained or
referred to in a Purchase Order or other form submitted to RingCentral shall be deemed to apply unless they are expressly
accepted in writing by an Authorised Representative of RingCentral with respect to that Purchase Order.
• Customer's subsidiaries shall be defined as any entity which the Customer controls or owns more than 50% of its
shares. Customer guarantees full and prompt payment to RingCentral of any sums as they fall due for any Purchase Orders
placed hereunder by Customer's subsidiaries.
3. Cancelling & Rescheduling Purchase Orders,
Except as set forth below, no Purchase Order which has been accepted by RingCentral may be cancelled or rescheduled by Customer
except with written agreement by RingCentral.
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4. Limited Product Return Right.
• Product may be returned by Customer for any reason within thirty (30) days of delivery of the Product ("Return Period"), and
RingCentral will accept the return and provide a refund to Customer of the price paid by Customer for the Product, or a lesser
amount depending on the condition of the returned Product, as set forth below. The refund shall also include taxes and any
fees, duties and similar charges that were paid by Customer to RingCentral and refundable. The refund will not include the
shipping fees associated with the purchase of the Product. The amount of the refund will be dependent on the condition of the
returned Product, such condition determined solely by RingCentral. If the Product is, in RingCentral's sole discretion, in such
a condition that it cannot be resold, no refund will be provided. Customer shall contact RingCentral to arrange for any such
return. All returns under this Section 4 are subject to a processing fee (which includes shipping charges to return the Product)
(a "Return Processing Fee') of thirty Canadian dollars (CDN$30.00), fifteen British pounds (£15.00), eighteen Eums
(€ll8.00), or twenty-five US dollars (US$25.00) or its equivalent for any other currency, that shall be charged to Customer by
RingCentral. The Return Processing Fee will be assessed on each returned Product and will be collected at the time of
processing Customer's return request
5. Prices.
• The price of Products on the Contract Date shall be the quoted price. All prices and charges are exclusive of the cost of
shipping, delivery and insurance, if any, as well as applicable value added tax (VAT), sales, use, consumption, privilege, gross
sales tax (GST), and other taxes (other than taxes based upon RingCentral's net income), duties or customs fees for which the
Customer shall be additionally liable for paying. In addition, prices exclude any copyright levies, waste and environment fees
and similar charges that RingCentral by law or statute may charge or collect upon in accordance with such laws or statutes.
• Customer will be responsible for any sales, uses, excise, value added, services, consumption, and other taxes and duties
payable by Customer on any Products purchased by Customer where the tax is imposed on Customer's acquisition or use of
such Products and the amount of tax is measured by Customer's costs in acquiring such goods or services. Customer shall
make all payments of any such taxes to RingCentral without reduction for any withholding taxes, which shall be Customers
sole responsibility. All taxes shall be paid by Customer to RingCentral unless Customer provides RingCentral with a valid
certificate of exemption acceptable to the appropriate taxing authority.
6. Invoicing and Payment.
• Customer shall pay the purchase price, without any deduction or set-off, within thirty (30) days from the date of the invoice
which shall be issued to Customer on the date that Products are shipped. Invoices shall be issued by RingCentral to
Customer upon delivery of the Products in accordance with Section 7.
Customer shall make payment to RingCentral in the currency indicated on the invoice.
• All express deliveries may be subject to additional shipping charges regardless of invoice value.
If: (i) Customer fails to make any payment under any Contract when due; (ii) Customer is a body corporate and any resolution
or petition to windup Customer's business (other than for the purpose of amalgamation or reconstruction) is passed or
presented; or (iii) Customer is an individual or a partnership, and any grounds arise for the application for a bankruptcy order
made under applicable bankruptcy and/or insolvency laws (an "Act of Bankruptcy"), then, without prejudice to any other right or
remedy available to RingCentral, the full price of all Products delivered to Customer under any Contract, but not paid, shall
become immediately due (notwithstanding any previously agreed credit terms) and RingCentral may take any or all of the
following courses of action:
o by notice, suspend or terminate any Contract or any part thereof, without liability, stop any Products in transit and, at
its discretion, subject to Section 8, enter Customer's premises to recover Products for which payment has not been
made in full;
o charge Customer interest, both pre -and postjudgment, on any unpaid amount past due, at the rate of 2.5% per
month, or the maximum rate allowed by law, until full payment is made. For clarity, a part of a month shall be treated
as a full month for the purpose of calculating interest;
o set-off any amounts due against any credit note, balance or other liability issued by RingCentral to Customer;
o appropriate any payment made by Customer for such Products as RingCentral may deem fit (notwithstanding any
purported appropriation by Customer); and/or
o alter Customer's payment terms, which may include withdrawing or altering any credit limit previously granted,
requiring prepayment, and demanding adequate assurance of due performance by Customer through the provision of
a bank guarantee.
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7. Delivery, Risk of Loss, and Title
Customer agrees that all deliveries of Products (including deliveries after repair or replacement) will be made as follows:
• Delivery. Unless RingCentral provides Customer with express written confirmation of a different delivery term, all deliveries of
Products will be made FCA (INCOTERMS 2010) at the delivery point specified by RingCentral. Notwithstanding the agreed
delivery term, RingCentral may charge Customer for shipping and handling charges, which may be reflected as a separate line
item on RingCentral's invoice.
Title and Risk of Loss. Title and Risk of Loss to all Products will pass to Customer when the Products are transferred to a
carrier at RingCentral's designated shipping location. Title to Software provided under this Agreement will remain solely with
RingCentral and its licensors. Notwithstanding the foregoing, should Customer fail to pay RingCentral for Products within thirty
(30) days of shipment, Title may, in RingCentral's sole discretion revert back to RingCentral upon written notice to Customer.
• Any dates quoted for delivery of the Products are approximate only and RingCentral shall not be liable for any delay in delivery
of the Products however caused. Any Products may be delivered by RingCentral in advance of the quoted delivery date upon
giving reasonable notice to Customer.
If the destination of the Products is not in the same country as RingCentral's designated shipping location, RingCentral may
arrange on behalf of the Customer, for its shipping vendor to deliver the Products in the destination country. The foregoing in
the understanding that: i) the shipment of the Products to the destination country is permitted by RingCentral, its Supplier,
OEMs, and applicable regulations; ii) the delivery term will remain FCA (Incoterm 2010) RingCentral's designated shipping
point; iii) Customer remains responsible for all charges as described in Section 5(a); iv) RingCentral shipping agent accepts
to manage the exportation and importation of the Products for the Customer; and, v) Customer will remain responsible for
import and export regulations and compliance with applicable laws, including without limitation Section 15 Compliance with
Laws of these terms.
• Claims for non -delivery of Products must be made in writing to RingCentral within five (5) working days from: (i) the date of
invoice; or (ii) receipt of partial delivered of the Products, if any. Customer agrees to notify RingCentral promptly In the event
Customer receives the invoice prior to receipt of the Products.
• Customer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in
writing. Where the parties agree in writing that a shipment must be sent complete, Customer agrees to accept allocations of
Product in the event of shortage by Supplier.. Where the Products are delivered in installments, each delivery shall constitute a
separate Contract. Failure by RingCentral to deliver any one or more of the installments in accordance with these Conditions
or any claim by Customer in respect of any one or more instalments shall not entitle Customer to treat a Contract as
repudiated or to cancel any other instalment.
• If Customer fails to take delivery of the Products within 48 hours after the scheduled date of shipment, or fails to give
RingCentral adequate delivery Instructions in its Purchase Order, then, without prejudice to any other right or remedy
available, RingCentral may: (1) store the Products until actual delivery and charge Customer for the reasonable costs thereof,
including insurance costs; (ii) terminate the Contract forthwith and sell the Products; or iii) ship the Products by a freight
forwarder to Customers business location business location indicated in the correspondent purchase order with Customer
remaining responsible for all reasonable freight and insurance costs. Title and Risk of Loss will pass when the Products are
transferred to the freight forwarder at RingCentral's, or its Supplier's, designated shipping location.
• Customer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of
delivery of Products ordered pursuant to a Contract.
Customer's right to possess any Products, for which payment has not made shall immediately cease: (1) after the appointment
of a receiver to its property; (ii) after it has been placed in liquidation or administration; (ill) when and if Customer makes an
arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative
receiver or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable
bankruptcy laws; (iv) if Customer is unable to pay its debts within the meaning of applicable bankruptcy and insolvency laws;
(v) if Customer, not being a company, has become bankrupt; or (vi) if Customer otherwise ceases to trade or threatens to
cease to trade.
8. Publications & Specifications.
Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any catalogues, price lists,
brochures, leaflets, proposals, advertising matter, publications of RingCentral or a Supplier are intended to be illustrative and
approximate only and shall not form part of a Contract or constitute a representation, warranty or condition regarding any Products
unless specifically agreed by written agreement between the Customer and RingCentral. No employee or agent of RingCentral (or any
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entity acting on RingCentral's behalf) has any authority to make any representation regarding the Products. Customer acknowledges
that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained
herein.
9. Warranty.
• Customer understands that RingCentral is not the Supplier of the Products. Accordingly, all Products are sold subject to the
express warranty terms, if any, specified by the original Supplier of the Products. Any software supplied to Customer pursuant
to a Contract is supplied subject to the provisions of the Suppliers licensing terms. RingCentral will pass through to Customer
all warranties that RingCentral is expressly authorized by the original Supplier to pass through to Customer.
• RingCentral represents and warrants that title to all Products shall be free from all security interests, liens, and encumbrances
at the time of delivery to Customer. The foregoing shall not be construed, and RingCentral does not provide, any warranty
against infringement of a third -party intellectual property right. Any warranties, conditions or other terms implied by common
law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly
excluded to the fullest extent permitted by law, save for fraudulent misrepresentation.
10. Warranty Assistance.
• For all Returned Products (whether pursuant to a Warranty Claim or otherwise) RingCentral will, on the Customer's behalf,
initiate an RMA request with Supplier. Following an RMA request, RingCentral shall issue an RMA number and issue a
shipping label to Customer via electronic exchange (an "RMA").
Customer shall immediately notify RingCentral if any Products supplied to Customer prove to be defective in quality or
condition within the Supplier's warranty period (the "Claim"). Upon receipt of notification of such Claim, RingCentral shall
notify Customer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly
through RingCentral. In the event the Claim must be handled directly between Customer and Supplier, RingCentral shall
provide contact information to enable Customer to contact Supplier. In the event the Claim will be handled by RingCentral,
then RingCentral shall provide Customer with a return material authorization ("RMA") for Customer to return the Products to
RingCentral, and Customer shall return such Products to RingCentral in accordance with these Conditions and RingCentral's
then current RMA policy (which shall be made available to Customer upon request).
No Products may be returned to RingCentral without a valid RMA number displayed on the Products packaging. Any
Products returned without a valid RMA number displayed on the Products packaging will be refused or returned. RingCentral
shall not be obligated to ship replacement Products to Customer until RingCentral is in receipt of the original Products being
returned. Notwithstanding the foregoing, upon receipt of notification of any warranty claim within the first ninety (90) days after
receipt of the Product by Customer, RingCentral shall process such warranty claim per Supplier procedures and ensure the
shipment of a replacement Product to Customer. Replacement Product may be new or used. After the first ninety (90) days
from receipt of the Product by Customer, and unless otherwise directed by RingCentral, the Customer must contact the
Supplier directly for any warranty repair or replacement services.
• During the first ninety (90) days after Customer's receipt of the Product, RingCentral is responsible for all shipping fees
associated with a warranty claim (including, without limitation, both return of the defective Product and shipment of the
replacement Product). Customer shall be responsible for any such shipping costs for warranty claims made after such initial
ninety (90) day period.
• Customer agrees that RingCentral's sole liability to Customer regarding any Product defect claims is limited to the
administration of such claims with the Supplier, and as set forth herein. After the first ninety (90) days from Customer's receipt
of Product, RingCentral's liability to Customer regarding any Product defect claims is limited to and is expressly contingent
upon RingCentral's ability to obtain a refund, credit or replacement Products from the Supplier. RingCentral has no obligation
to accept a return of Products where the Customer fails to comply with Suppliers policy on Product returns.
• RingCentral shall not be liable or responsible for administering any defect or other claim which arises from normal wear and
tear, misuse, negligence, accident, abuse, use not in accordance with Supplier's Product documentation, modification or
alteration not authorised by Supplier, or use in conjunction with a third party product. RingCentral reserves the right to
determine whether any Products are defective.
11. Warranty Returns.
• Any Products returned pursuant to an RMA issued by RingCentral must be shipped to RingCentral within seven (7) working
days of the date of such RMA. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label
to Customer via electronic exchange.
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• Customer irrevocably authorizes RingCentral to carry out any necessary tasks related to the repair or replacement of Products
on behalf of Customer under these Conditions.
• Unless RingCentral collects Products using its own carrier, Customer agrees that RingCentral shall not be liable for any loss or
damage to Products returned to RingCentral.
12. Limitation of Liability.
• RINGCENTRAL'S LIABILITY FOR ANY DIRECT LOSS OR DAMAGE ARISING OUT THESE CONDITIONS AND ANY
CONTRACT FOR THE SALE AND PURCHASE OF PRODUCTS HEREUNDER SHALL BE LIMITED TO, AND SHALL
UNDER NO CIRCUMSTANCES EXCEED THE PRICE PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE
CLAIM (EXCLUDING APPLICABLE TAXES). RINGCENTRAL SHALL HAVE NO LIABILITY UNDER THESE CONDITIONS
OR ANY CONTRACT IF RINGCENTRAL HAS NOT RECEIVED PAYMENT OF THE TOTAL INVOICE PRICE OF THE
PRODUCTS GIVING RISE TO THE CLAIM.
EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, RINGCENTRAL AND ITS SUPPLIERS SHALL NOT BE
LIABLE TO CUSTOMER FOR ANY FINANCIAL, CONSEQUENTIAL OR OTHER LOSS OR DAMAGE CAUSED TO
CUSTOMER BY REASON OF ANY REPRESENTATION, WARRANTY (EITHER EXPRESS OR IMPLIED), CONDITION OR
OTHER TERM, OR ANY DUTY AT COMMON LAW; OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, RECORDS OR DATA, COSTS OF
PROCUREMENT OF SUBSTITUTE PRODUCTS, DAMAGE TO REPUTATION OR GOODWILL, OR ANY MATTER BEYOND
ITS REASONABLE CONTROL) OR FOR ANY OTHER CLAIMS FOR COMPENSATION HOWEVER CAUSED (WHETHER
CAUSED BY THE NEGLIGENCE OF RINGCENTRAL, ITS EMPLOYEES, AGENTS, SUPPLIERS OR OTHERWISE) WHICH
ARISE OUT OF OR IN CONNECTION WITH THESE CONDITIONS OR A CONTRACT HEREUNDER, EVEN IF
RINGCENTRAL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, LIABILITY OR
DAMAGES.
• Nothing contained herein shall be construed as excluding or limiting RingCentral's liability for death or personal injury caused
by RingCentral's negligence, or wilful misconduct.
13. Intellectual Property Rights.
• Customer acknowledges that the Products are the intellectual property of the Suppliers and, to the extent any logos,
copyrights, trademarks,or similar intellectual property of RingCentral or its partners are affixed to Products, RingCentral or its
partners, as applicable. Nothing contained herein shall be deemed to grant any right or title to such intellectual property to
Customer. Customer further agrees not to translate, reverse compile or disassemble any software. 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.
• Customer understands and agrees that RingCentral will not and has no duty to indemnify, defend or hold Customer or a third
_.. _. party harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments or settlement amounts
arising out of or in connection with the actual or alleged infringement of a third parry'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. In addition, RingCentral will pass through to Customer all indemnities made available by Supplier that Supplier
has expressly authorized RingCentral to pass through to Customer.
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.
14. Force Majeure.
• Neither party shall be liable to the other party or be deemed in breach of these Conditions or any Contract by reason of delay
or failure to perform if such delay or failure to perform was caused by Force Majeure.
• In the event of a Force Majeure event: (1) the party claiming Force Majeure shall, as soon as commercially practicable, notify
the other party of such Force Majeure event provided the notifying party shall incur no liability for its failure to give such notice;
(ii) the notifying parry's duty to perform shall be suspended for the duration of the Force Majeure event; and (III) the time of
performance for the party impacted by the Force Majeure event shall be extended by a period equal to the duration of said
Force Majeure event.
• In the event a Force Majeure event should continue for more than ninety (90) days, either party may, by written notice to the
other, cancel a Contract insofar as Products remain undelivered under said Contract. Upon such cancellation, RingCental
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shall have no obligation to deliver and Customer will have no obligation to accept delivery of or pay for the undelivered
Products, but the Contract shall remain in full force and effect regarding all Products delivered prior to the date of cancellation.
15. Compliance with Laws; Export.
• Customer acknowledges that the Products and any technical data related thereto is licensed or sold subject to and controlled
by the export laws of: (1) the United States ("US") including its Export Administration Regulations; (ii) the European Union
("EU") and countries within the European Free Trade Area ("EFTA"); and (Ili) any other government with jurisdiction
(collectively the "Export Control Laws") and Customer hereby agrees not to export, re-export or otherwise distribute Products,
or direct products thereof, in violation of any Export Control Laws. Customer acknowledges that the US government and/or
the member states of the EU and EFTA, or another country's government, may require licensing or other authorisation prior to
export.
• Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design,
development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities,
unless Customer has obtained prior written approval from the appropriate department of the US Government or any other
government with jurisdiction. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to
embargoed countries or sell Products to prohibited companies or individuals, as defined by applicable Export Control Laws.
It is Customer's sole and exclusive responsibility to obtain any and all appropriate approvals from the applicable government
entities, which may include the US government, the United Kingdom, and/or member states of the EU and EFTA or any other
government with jurisdiction, prior to exporting such Products, or any technical data related thereto, from the country
where the Products were delivered by RingCentral pursuant to Section 7 Customer will also be responsible to comply with the
importation regulations applicable in the country of destination of the Products. RingCentral shall not be responsible for any
costs, importation duties, liabilities or damages resulting from Customer's failure to obtain any such required
authorisation. Customer understands that the Export Control Laws and importation laws may change from time to time. It is
Customer's sole and exclusive responsibility to obtain guidance of counsel or other appropriate channels to ensure its
compliance with these laws.
• Customer and RingCentral warrant they will not take any action or permit or authorize any action which will render the other
party liable for a violation of any applicable anti -corruption and anti -bribery laws and: (a) will not violate or cause the other
party to violate such laws in connection with the sale and distribution of the Products; and (b) will notify the other party in
writing if any of its owners, partners, principals, directors or officers are or become officials, officers or representatives of any
government or political party or candidate for political office.
• Customer shall comply with all applicable laws pertaining to hazardous substances, and electric or electronic waste, which
may include, but is not limited to, EU Directives 2002/95/EC (Restriction on Hazardous Substances) and 2002/961EC dated
January 27, 2003 (Waste Electrical and Electronic Equipment) ("WEEE") generally and as instated within each country into
which. Products. are imported, exported or otherwise distributed by Customer, such obligation which shall include registering as
a "producer' under applicable WEEE legislation.
• Customer shall indemnify, defend and hold RingCentral harmless from any violation or alleged violation by Customer of the
terms of this Clause. Upon RingCentral's request, Customer agrees to confirm, in writing, its compliance with applicable
Export Control Laws and applicable importation regulations.
16. Additional Terms of Sale
• Notwithstanding anything to the contrary herein, RingCentral and its Suppliers reserve the right to make any changes in the
specifications of the Products, without notice to Customer, which are required in order to conform to any statutory or other
legal requirements or which do not materially affect the performance of the relevant Products.
• Any Products which are subject to guidelines, restrictions or provisions imposed by a Supplier are sold, supplied and delivered
to Customer subject to any such guidelines, restrictions or provisions, which will be provided to Customer upon request.
17. Choice of Law & Venue.
• These Conditions, and any Purchase Order placed under them shall be governed by the laws, and be subject to the exclusive
jurisdiction of the courts set forth below.
• For Purchase Orders submitted to RingCentral UK Limited: These Conditions and any dispute, claim or controversy arising out
of, or relating to these Conditions, including formation, interpretation, breach or termination of these Conditions, a Purchase
Order or a Contract, will be governed by and intended to be construed under the laws of England and Wales. Any related
action, lawsuit, or proceeding shall be brought in and adjudicated by the by the courts of England and Wales.
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For Purchase Orders submitted to RingCentral Inc. or any other RinoCentral's subsidiary or affiliate: These Conditions and any
dispute, claim or controversy arising out of, or relating to these Conditions, including formation, interpretation, breach or
termination of these Conditions, a Purchase Order, or a Contract, will be governed by New York State laws, excluding Conflict
of law principles. The parties agree that Supreme Court of the State of New York, New York County, or the United States
District Court for the Southern District of New York, shall have sole and exclusive jurisdiction and venue over any matter
arising out of these Conditions and any orders placed under them, and each party hereby submits itself and its property to the
venue and jurisdiction of such courts.
• The UN Convention on Contracts for the International Sale of Goods does not apply.
• Each party waives any right it may have to claim that the chosen jurisdiction under these Conditions is not a convenient forum
and expressly waives any right to a jury trial regarding disputes related to these Conditions.
18. Miscellaneous.
• Assignment. Customer may not transfer or assign these Conditions to a third party by operation of law or otherwise without
the prior written consent of RingCentral. RingCentral may assign any Purchase Order or these Conditions, in whole or in part
without the consent of the Customer. RingCentral shall endeavor to provide prompt notice of any assignment to the Customer.
Any assignment in violation of this Section shall be void.
• Waiver. Failure by either party to enforce any provision of these Conditions or a Contract shall not be deemed a waiver of the
right to thereafter enforce that or any other provision of these Conditions or a Contract.
• Severability. In the event that any provision of these Conditions is held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions of these Conditions will remain in full force and effect.
• Notices. All notices shall be in writing and shall be sufficiently given if delivered by email to Customer's registered address in
its RingCentral Admin Portal, personally or by a reputable overnight carrier with proof of delivery or mailed by registered mail
to Customer at the address provided by Customer in Customer's RingCentral Admin Portal, and to RingCentral, Inc, at 20
Davis Drive, Belmont, CA 94002, Attention: Legal Department or to such other address or addressee as either party may, from
time to time, specify by notice in accordance with this Clause. Notices shall be deemed given upon receipt by the addressee.
• The Customer has requested these terms be drawn up in English. Le client a exige qua les presentes Conditions Generates
soient redigees an anglais.
19. Entire Agreement.
These Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersedes and cancels any
and all of Customer's terms and conditions, or other written or oral agreements previously existing between the parties and/or their
affiliates with respect to such subject matter. Customer acknowledges that it is not entering these Conditions on the basis of any
representations not expressly contained herein. Every Contract for the sale and purchase of Products as defined herein between
RingCentral and the Customer or any of its subsidiaries shall be subject to these Conditions, unless Customer and RingCentral have
signed a separate agreement regarding the subject matter herein, in which case the separate agreement will govern. Customer shall
be deemed to have accepted these Conditions by the earlier of: (i) indicating acceptance to these Conditions through the Website, (ii)
submitting a Purchase Order through the Website; or (III) accepting Products from RingCentral.
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