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Version applicable as of 2022-12-01
Summary

Introduction

These General Terms and Conditions of Sale and Services (hereinafter “GTCS&S") are applicable to the provision of Services by BJT PARTNERS - RINGOVER GROUP, whose trade name is "RINGOVER GROUP", a simplified joint stock company with a capital of 1,250,000 euros, 1,250,000, registered in the Nanterre Companies Register under number 480234210, whose registered office is located at 50 bis rue Maurice Arnoux in Montrouge (92120), (hereinafter “RINGOVER GROUP”), to its customers (hereinafter the “Customer”). It is specified that the Services are strictly limited to use for professional purposes, to the exclusion of any use as a consumer within the meaning of the Consumer Code. The GTCS&S must be accepted by the Customer who undertakes to transmit them to the the Users and to ensure that the latter comply with them.

Definitions

Access” means a limited right granted to the Customer to create a User Account.

Purchase Order” means the contractual document generated by RINGOVER GROUP and sent to the Customer specifying the Subscription formula chosen and the number of Accesses requested.

Customer” means the legal or natural person who subscribes to a Service as a professional.

Customer Account” means the account created by the Customer at the time of Subscription and to which the Users’ accounts and the Accesses acquired by the Customer are linked.

User Account” means the account created by the Customer under an Access and allocated to the User for the use of the Service.

Customer Content” means information available to the Customer independently of the use of the Services and submitted by the Customer in the course of using the Services.

Contract” means the contractual whole consisting of these GTCS&S and its Appendices and any Applicable Purchase Order.

Effective Date” means the date of signature hereof by the parties.

Incident” means the total interruption of the Service, as determined and measured by RINGOVER GROUP.

Confidential Information” means all information that is designated as confidential or which ought reasonably to be regarded as confidential having regard to the nature of the information and the circumstances of disclosure including the terms hereof and (including prices), business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

Ringover Numbers” means the telephone numbers allocated to the Customer at the time of Registration for the Service and/or when using the Service and/or the telephone numbers allocated to Users by the Customer under the Accesses.

Services” means all the services provided by RINGOVER GROUP accessible on the Platform as described in Appendix 1.

Subscription” means the process by which the Customer takes steps to benefit from the Service with RINGOVER GROUP or with one of its authorised distributors, suppliers, resellers or authorised spaces.

User” means any person authorised by the Customer to use the Service under an Access.

1. Subscription and activation of the Service

1.1. Proofs of identity

The Customer ensures that the person subscribing to the Services on behalf of the Customer proves their identity and their capacity to act and represent the Customer by producing proofs (such as a company registration certificate, proof of identity, powers of attorney, etc.). The User must have an address (postal or IP) located in the European Union when actually using the Service. For this purpose, the regulatory authorities may require proof of the User’s identity depending on the type and numbering range of the telephone number chosen at the time of Registration. These documents must be provided by the Customer when the User Account is created. No activation of the Service will be possible until these documents have been provided. RINGOVER GROUP may also refuse to activate the Services or terminate them in the event of a false or fraudulent declaration and in the absence of rectification within eight (8) days of formal notice sent by RINGOVER GROUP.

1.2. Acceptance and modification of the GTCS&S

The Customer may subscribe online or by signing and sending an electronically signed Purchase Order. The Customer may correct, before finalising their Subscription, any error they may have made when entering information about themselves.

1.3. Contractual Term

This Contract shall commence on the Effective Date and shall continue until all Subscriptions entered into hereunder have expired or been terminated (the “Contractual Term”).

1.4 Subscription Term

The duration of the Subscription is as indicated on the relevant Purchase Order. The Subscriptions come into effect on the date of signature of the relevant Purchase Order (the “Subscription Term”). Subscriptions without commitment are valid for one (1) month, tacitly renewable for successive periods of one (1) month. Subscriptions with a commitment are valid for the duration of the commitment indicated on the corresponding Purchase Order and are renewable by tacit agreement for successive periods of twelve (12) months.

2. Restrictions on the use of the Services

2.1. Misuse

RINGOVER GROUP takes specific measures when it suspects fraudulent or abusive use of its Services. Therefore, the Customer must ensure that each User does not exceed the usage limits detailed in points 1, 2 and 3 of Appendix 4. In addition, the other limits and restrictions stipulated by RINGOVER GROUP in point 4 of Appendix 4 shall apply.

2.2. Applicable regulations

The Customer undertakes to use the Service in accordance with any applicable local regulations and undertakes not to use any device or software to disrupt or attempt to disrupt the proper functioning of the Service, in particular by imposing a disproportionate load on RINGOVER GROUP’s infrastructure.

3. Prices

3.1. Applicable prices

The applicable prices are those in force at the time of the Subscription and correspond to the prices indicated on the Purchase Order signed by the Customer, or failing that on www.ringover.fr on the page https://www.ringover.com/pricing. The applicable prices and special terms and conditions are set out in the Purchase Order and in Appendix 3 hereto. The prices are quoted in Euros, Swiss Francs or Sterling Pounds excluding taxes depending on the location of the Customer at the time of Registration.

3.2. Price revision

RINGOVER GROUP reserves the right to change its prices at any time. RINGOVER GROUP will inform the Customer about any price decrease. In the event of a price increase, RINGOVER GROUP will inform the Customer of the new prices at least one (1) month before they come into force, by means of an email sent to the Customer’s contact e-mail address. Continued use of the Service or failure to terminate the Service after this period of one (1) month shall constitute acceptance of the new prices by the Customer.

As an exception to the above, the Customer does not have the right to terminate the Service if RINGOVER GROUP is not the cause of the increase in SMS prices or telecommunications minutes.

This will be the case, for example, when the latter results from:

  • a change in the applicable telecommunications regulations,
  • judicial and/or administrative decisions,
  • an increase in the prices of RINGOVER GROUP’s partner telephone operators.

In this case, RINGOVER GROUP will notify the Customer as soon as possible.

4. Payment and billing

4.1. Payment methods

Payment for the Service is made by bank card or direct debit only. At the time of Subscription, the Customer provides their bank details and authorises RINGOVER GROUP to automatically debit their bank account for the sums due for the Service, in accordance with these GTCS&S. The monthly instalments will be debited automatically on the anniversary date of the Subscription. If the Customer opts for payments by SEPA direct debit, they shall provide RINGOVER GROUP with a SEPA direct debit authorisation mandate. Each invoice sent to the Customer, regardless of the method of transmission (usually electronic), will specify that payment will be made by SEPA direct debit in accordance with the direct debit due date indicated on the invoice. It is expressly agreed between the Parties, in derogation of the EPC rules applicable to SEPA direct debit payments, that the Customer will be notified in advance by email at least three (3) days before the effective date of the direct debit by the RINGOVER GROUP’s direct debit service provider. If the Customer opts for UK Direct Debit payments in Pounds Sterling, it will have to provide RINGOVER GROUP with a UK Direct Debit authorisation mandate, which will include the details of each of these direct debits. Each invoice sent to the Customer, regardless of the method of transmission (usually electronic), will specify that payment will be made by UK Direct Debit in accordance with the direct debit due date indicated on the invoice. It is expressly agreed between the parties that the Customer will be notified in advance by electronic means at least three (3) days before the effective date of the direct debit by the direct debit service provider of RINGOVER GROUP. The Customer shall be notified of any changes to the UK Direct Debit arrangements at least three (3) working days prior to the said debit.

4.2. Value-added service numbers

In the event that the Customer is assigned value-added service numbers that give rise to outpayments to the Customer, the Customer must accept the terms of Lemon Way’s payment service framework contract as it appears (and as it may be modified) on Lemon Way’s website: https://www.lemonway.com/conditions-generales-dutilisation. The resulting contractual relationship is exclusively concluded between the Customer and Lemon Way and RINGOVER GROUP is not a party to this contractual relationship.

4.3. Invoicing and payment terms

Invoices are payable in arrears and issued monthly on the anniversary of the Subscription. If additional Users are added, the corresponding subscriptions will be invoiced on a pro rata basis until the next anniversary date of the initial subscription. RINGOVER GROUP reserves the right to make payment by Bank Card or direct debit (excluding SEPA direct debit or UK Direct Debit, the schemes for which are specified in article 4.1 above) within 30 days of the date of issue of the invoice. The Customer can access their invoice on their customer page on the Ringover.co.uk website.

4.4. Late penalties

Late penalties shall be due by operation of law. The interest rate applicable for the calculation of the penalties will be the semi-annual key rates of the European Central Bank in force on 1 January or 1 July, plus 10 points. A fixed indemnity of €40 will also be due for collection costs for any delay in payment in accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code, it being specified that RINGOVER GROUP reserves the right to claim additional compensation in the event of recourse to a professional responsible for reminders, formal notices and, in general, for the collection of its debts. If a direct debit/SEPA/UK Direct Debit is rejected due to the Customer’s fault, an additional sum of €10 excluding tax or £10 excluding tax, depending on the direct debit method chosen, will be deducted from the Customer’s bank account on the next direct debit attempt.

4.5. Disputes

In the event of a dispute regarding the amounts invoiced by RINGOVER GROUP for the use of the Service, the Customer must send notification by registered letter with acknowledgement of receipt within thirty (30) days of the date of issue of the invoice, indicating the invoice number to which the dispute relates. The Customer shall remain liable for payment pending a resolution. In the event of a reduction in the disputed invoice, RINGOVER GROUP will issue a credit note to the Customer, which will be deducted from the next invoice after agreement between the two Parties.

5. Obligations of the Parties

5.1. Obligations of RINGOVER GROUP

RINGOVER GROUP undertakes to provide the Service in accordance with these GTCS&S, Appendix 1 (Description of Services), the Purchase Order, Appendix 5 (Service Level), under the terms of an best-efforts obligation. The Services will be provided without regard to the Customer’s particular use of the Services, and subject to the Customer’s compliance with the obligations and restrictions set out in these GTCS&S.

5.2. Obligations of the Customer

The Customer undertakes to (i) pay for the Services invoiced in accordance with Article 4 hereof, (ii) cooperate with RINGOVER GROUP and in particular, without limitation, to provide all the information required by RINGOVER GROUP for the purposes of providing the Service. The Customer is also responsible for the storage, confidentiality and use of the identification details. In this respect, if the Customer has reason to believe that someone is using its identification details or account, it must immediately inform RINGOVER GROUP and change its password, bearing in mind that RINGOVER GROUP cannot be held responsible in the event of disclosure of these data to third parties. The Customer is responsible for the use of the Services, including by Users, in accordance with the applicable regulations. It is the sole responsibility of the Customer to inform all Users of the specificities of the service in relation to emergency calls, particularly in the event of use outside the geographical location indicated at the time of Subscription.

6. Liability

6.1. Customer content

RINGOVER GROUP has no control over the Customer Content and will therefore not be responsible for the nature or content of the Customer Content and the use that the Customer makes of the Services. In particular, it is specified that the Customer will indemnify RINGOVER GROUP in the event of a claim or proceedings initiated by a third party against RINGOVER GROUP alleging that the use of the Service by the Customer is fraudulent or abusive or would in any other way result in a violation of the applicable law or the rights of third parties. It is specified that this compensation covers, among other things, all legal costs, indemnities paid and lawyers fees.

6.2. Quality and availability of the Service

RINGOVER GROUP undertakes to provide the services in accordance with Article 5.1. It is specified that the quality of the communication in the context of the use of the Service depends on the quality of the Internet connection over which the User accesses the Services and over which RINGOVER GROUP has no control. RINGOVER GROUP cannot be held liable for any disruption of the Service resulting from the Internet connection on which the User accesses the Services. Furthermore, RINGOVER GROUP does not guarantee the accuracy of the information obtained or transmitted in the context of the use of the Services. It is specified that the Service may be temporarily interrupted for maintenance, updates or technical improvements, or to change its content and/or presentation.

6.3. Exclusion of liability

RINGOVER GROUP may not be held liable for any failure to perform the Services resulting from a failure by the Customer to comply with the terms of Article 5.2 hereof or from the intervention of a third party other than a subcontractor of RINGOVER GROUP. Furthermore, RINGOVER GROUP shall not be liable for any financial loss resulting from economic loss, the cost of replacement services, loss of profits, loss of turnover, loss of orders, loss of customers, loss or alteration of the Customer’s Content and/or loss resulting from damage to image or reputation, whether such losses are the result of direct or indirect damage. Furthermore, and in any event, RINGOVER GROUP shall not be liable for any loss that was not foreseeable at the time of the conclusion of the contract and that does not constitute an immediate and direct consequence of the non-performance of the contract.

6.4. Limitation of liability

Without prejudice to the exclusions of liability set out in Articles 6.1 to 6.3 above, in no event shall the liability of either party arising out of or in connection with the performance of the Contract exceed the total amount paid by the Customer under the Purchase Order giving rise to the liability during the twelve months preceding the first event giving rise to the liability. This limitation of liability does not apply in any way to the Customer’s payment obligations.

7. Confidentiality

7.1. Obligation of confidentiality

The party receiving Confidential Information shall during the Term and for a period of ten (10) years after its termination or expiration, maintain the confidentiality of all Confidential Information of the disclosing party which it receives, and the receiving party shall refrain from using the disclosing party’s Confidential Information other than to the extent necessary to fulfill its contractual obligations. Each party undertakes to secure and protect the other party’s Confidential Information with the same degree of care as it takes to protect its own Confidential Information and shall ensure that its employees undertake to maintain the same level of confidentiality. For greater certainty, Confidential Information does not include information that is or becomes publicly known without breach of the terms of this Contract or was known to the receiving party prior to its disclosure by the disclosing party without breach of the terms of this Contract.

7.2. Forced disclosure

The receiving party may nevertheless disclose the disclosing party’s Confidential Information to the extent that it is required to do so by law or by any judicial or administrative proceeding, provided that the receiving party gives the disclosing party prior notice of such requirement (to the extent permitted by law).

8. Suspension

8.1. Misuse

In the event of use in violation of the restrictions set out in Article 2.1, RINGOVER GROUP will be able to suspend the package with unlimited calls for a period of 7 days. RINGOVER GROUP will notify the Customer of such suspension. At the end of this period, and if the Customer has not remedied the situation, RINGOVER GROUP reserves the right to terminate the Service by operation of law.

8.2. Failure to meet payment obligations

In the event that the bank rejects the payment or a refusal to pay on the part of the Customer, and regardless of the means of payment chosen, RINGOVER GROUP will make a second payment attempt at the end of a period of seventy-two (72) hours from the rejection, and a third attempt, if necessary, at the end of a period of seventy-two (72) hours from the second attempt. If the third attempt is rejected, RINGOVER GROUP will immediately suspend the Service. It is expressly stated that unpaid invoices remain due and that RINGOVER GROUP reserves the right to proceed with the forced collection of its debts.

8.3. No reimbursement

Accounts suspended by RINGOVER GROUP will not be entitled to any refund or credit during the suspension period.

9. Termination

9.1. Termination of a Subscription at the Customer’s initiative

9.1.1. Customers domiciled in France

Monthly subscription: The Customer may terminate the contract up to the day before the monthly anniversary date of the subscription by sending a termination request by e-mail to [email protected] Credits already purchased will not be refunded. The Customer may also terminate, at any time, the Accesses corresponding to the User Accounts of their choice from their customer page, without being able to claim any reimbursement from RINGOVER GROUP.

Annual subscription: In the case of Subscription to an offer with a duration commitment, the Customer may terminate their commitment by registered letter with acknowledgement of receipt sent at least three (3) months before the end of the Subscription Term, to the following address: BJT PARTNERS - Termination department - 50 bis rue Maurice Arnoux, 92120 Montrouge. In the event of early termination before the then current Subscription Term, the Customer will be liable for early termination fees equal to the amount of the last invoice for the subscription multiplied by the number of months remaining until the end of the then current Subscription Term.

9.1.2. International customers (domiciled outside France)

Monthly subscription: The Customer may terminate the contract at any time up to the day before the anniversary date of the subscription by sending a termination request by e-mail to [email protected]

Annual subscription: In the case of a subscription to an offer with a time commitment, the Customer has the option of terminating his/her commitment by sending an official letter attached to an e-mail to [email protected] sent at least three (3) months before the end of the initial or renewed period. All invoices and recurring fees must be paid up to the termination date. In the event of early termination, the Customer will be liable for early termination fees equal to the amount of the last invoice for the subscription multiplied by the number of months remaining until the end of the then current Subscription Term. The same shall apply in the event of termination of the Service at the initiative of RINGOVER GROUP due to an unpaid invoice.

9.2. Termination for cause

9.2.1. Significant shortcomings

Either Party may terminate this Contract or a Purchase Order in the event of a material breach by the other Party of an essential obligation of this Contract upon thirty (30) days’ written notice to the other Party of such breach and if the breach is not remedied within such period. In particular, the obligations contained in Article 2 (Restrictions on Use) and Article 5 (Obligations of the Parties) shall be considered to be substantial obligations.

9.2.2. Collective proceedings

To the extent permitted by law and unless the appointed administrator decides otherwise, the Parties may also immediately and upon written notice terminate this Contract if the other Party is subject to liquidation or receivership proceedings (or any other similar proceedings).

9.2.3. Compensation

In the event of termination of the Contract or a Purchase Order at the initiative of RINGOVER GROUP due to unpaid invoices, the Costumer will owe RINGOVER GROUP a compensation equal to the amount of the last invoice multiplied by the number of months remaining until the end of the initial commitment period or the tacit renewal period for the Purchase Order(s) concerned.

10. Portability

10.1. Inbound portability

Subject to technical eligibility, when Subscribing to the Service, the Customer may port one or more existing telephone numbers. The Customer declares that they are the legitimate owner of the telephone numbers for which they are requesting portability. The Customer declares that they are aware that the porting of their number entails the termination of their previous line as well as the cessation of the services initially associated with the number ported. RINGOVER GROUP cannot be held liable for the discontinuation of the associated services. If the Customer wishes to request a new portability to their original operator, they must inform RINGOVER GROUP before the effective date of the portability of their previous number. The Customer’s number portability request will only be initiated by RINGOVER GROUP once it has received all the documents requested when registering for the Service. Any incomplete file will make it impossible to launch the portability request. The implementation of the portability of the Customer’s number depends in part on the operator of the Customer’s line. In this respect, RINGOVER GROUP cannot be held liable if the announced portability deadlines are not met. Incoming portability is carried out from Monday to Friday on a technical schedule imposed by the infrastructure operators, which will be communicated to the Customer in advance. Any incoming portability request from the Customer outside these time slots, if accepted by RINGOVER GROUP, will be subject to additional billing to the Customer. The start date of the commitment shall be understood to be the first day of the invoiced period as indicated on the first invoice.

10.2. Outgoing portability

In the event of the closure of the Ringover account for any reason whatsoever, the Customer accepts that the telephone number may be allocated after a period of six (6) months to another Customer or for another Service. The Customer may, however, keep its Ringover Number in the event of an outgoing portability request to another operator. This request must be made by the Customer’s new operator at least thirty (30) calendar days before the end of the Subscription period. Once the Customer’s Subscription period has expired or the Subscription has been terminated, no portability request can be considered. The portability request by the new operator will result in the automatic termination of the ported line and all associated services. In order for outgoing portability of the Ringover Number to be accepted, the Customer must have provided proof of a valid local address in the geographical area of the Ringover Number concerned when the Ringover Number was activated. RINGOVER GROUP shall not be liable in the event of technical impossibility of outgoing portability of the Ringover Number or in the event of malfunctioning subsequent to outgoing portability of the Ringover Number.

11. Intellectual property

11.1. Rights of RINGOVER GROUP

All rights, including intellectual and industrial property rights, in particular copyrights, trademarks and patents, as well as domain names, business secrets and know-how relating to the content of the Services and the Services belong to RINGOVER GROUP and these GTCS&S do not entail any transfer of ownership rights over the Services and their content. The Customer has the right to use the Services under the terms of these GTCS&S for the term of the Subscription.

11.2. Rights of the Customer

The Customer remains the owner of the Customer Content and must have the necessary rights to the Customer Content. The Customer hereby grants to RINGOVER GROUP for the duration of any rights to the Customer Content, a non-exclusive, royalty-free, worldwide licence to use the Customer Content in order to provide the Services to the Customer or as otherwise required under these GTCS&S. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and suitability of the Customer Content. The Customer also grants RINGOVER GROUP a non-exclusive, royalty-free, worldwide licence to use the Customer’s trademarks for the purpose of promoting its business and in advertising campaigns on any communication medium.

The Customer and the User shall be personally responsible for the rights and obligations towards the management companies of the rights of authors, composers, publishers, producers and other rights holders, dealing in particular with the “on hold” music, including that made available by the Service. RINGOVER GROUP expressly excludes any liability in this respect.

12. Personal data

To the extent that Customer Content provided to RINGOVER GROUP contains personal data as defined in the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") ("Personal Data"), the Parties agree that this Contract is subject to the GDPR as well as any other applicable law relating to the use, collection, retention, storage, security, disclosure, transfer or other processing of Personal Data. If the provision of the Services by RINGOVER GROUP results in the processing of Personal Data subject to the provisions of the GDPR, the Parties agree to sign the RINGOVER GROUP Data Processing Addendum ("DPA"), which shall be incorporated into and form part of this Contract.

13. Miscellaneous

13.1. Divisibility

If one or more provisions of these GTCS&S are considered invalid or unenforceable for any reason whatsoever in application of a law, regulation or following a court decision, the other provisions shall remain applicable.

13.2. Survival clause

Clauses 4, 6, 7, 9, 11 and 13 shall be applicable beyond the termination or expiration hereof.

13.3. Changes

The Services are constantly evolving to improve their use by the Customer. As a result, and due to these changes, these GTCS&S and the terms of use of the Services may change. They may also be subject to change in accordance with the applicable regulations. RINGOVER GROUP shall notify the Customer of any change one (1) month before the effective date of the change. In the event of changes that significantly affect the Customer’s rights and/or obligations or the Customer’s use of the Services, the Customer must accept the change or, if they do not accept it, terminate their Subscription to the Service concerned. It is specified that no termination may take place if the changes made are imposed by regulation and/or if they do not adversely affect the substantial elements of the Service. It is specified that only the latest version of the Service will be available.

13.4. Force majeure

In the event of force majeure, the parties shall not be liable for the performance or delay in performance of one or more of the obligations contained in this contract. It is clarified that this Article does not apply to payment obligations. The following are considered to be cases of force majeure as usually accepted by the French courts and in particular, without this list being limitative, exceptional bad weather, natural disasters (in particular lightning, flooding, fire), phenomena of electromagnetic or electrical origin disrupting the networks, network saturation, legal restrictions on the supply of telecommunications services, in addition to events that have triggered the application of local or national plans to maintain the continuity of telecommunications services.

13.5. Order of prevalence

This Contract constitutes the entire agreement between RINGOVER GROUP and the Customer concerning the Customer’s use of the Services and supersedes all written or verbal agreements, proposals or statements concerning its subject matter. In case of conflict or inconsistency between the following documents, the order of precedence in descending order is as follows: (1) the applicable Purchase Order, (2) any appendix to this Contract, (3) the body of this Contract.

13.6. Transfer

RINGOVER GROUP has the right to assign this contract, in particular but not limited to the assignment or transfer of all or part of its business and/or assets. The Customer shall seek and obtain the prior written consent of RINGOVER GROUP in order to assign or transfer this contract.

13.7. Language

These GTCS&S are available in several languages, it being understood that in the event of a dispute over the interpretation of the provisions between the different versions, the French version shall prevail.

13.8. Applicable law and jurisdiction

This agreement, as well as any dispute arising out of or relating to it, shall be governed exclusively by French law. The competent courts within the jurisdiction of the Court of Appeal of Paris in France shall have exclusive jurisdiction over any dispute relating to this Contract, and each party consents to the exclusive jurisdiction of such courts.

Appendix 1 - Description of the RINGOVER Services

Ringover is a professional internet telephony (VoIP) service, which allows company employees to receive and make phone calls directly from a web browser (without a software to install), a mobile application or a SIP phone.

Ringover also allows calls to the Ringover Number to be automatically forwarded to a landline or mobile phone number and to receive and send faxes, under the conditions defined below.

The Ringover Service may be used to make emergency calls (112) provided that the country concerned is eligible and that the Customer has provided RINGOVER GROUP with proof of their geographical location. It is understood that the emergency call service is not provided from mobile numbers.

Subject to activation, the Ringover service can be used to make local emergency calls (112, 17, 18, 115, etc.) but the Customer is reminded that emergency calls made via Ringover are specific in that these calls may not be routed if the VoIP service is interrupted and there is a risk that the call will be redirected to an inappropriate emergency call centre and that the emergency services will be sent to the wrong location, as by definition, Ringover does not know the exact location of the person dialling the emergency number.

The transfer service to an external number is charged according to the destination (e.g. on a French number 0.03 euros/min).

To use the fax service, you need a dedicated number (at 5 euros excl. tax/month) associated with your user who will receive the document on their mailbox. Sending faxes is done via the Ringover interface in the dedicated menu.

The Services are presented at: https://www.ringover.com/features.

Customer service and support can be contacted by phone or email from Monday to Friday from 9 a.m. to 6 p.m. CET (closed on public holidays).

The Customer can also subscribe to chargeable options, excluded from the subscription rate, directly on the Dashboard. The chosen options will be invoiced from the month following their subscription. Some options may be assigned to an Access. In this case, for committed customers, when Access is removed, the option will also be terminated, for uncommitted customers, they may remove the option at any time.

Appendix 1(a) - Description of Cadence Services

RINGOVER GROUP offers its Customers the Cadence Service, a multi-channel prospecting tool that enables all the User’s exchanges (SMS, emails, calls, LinkedIn messages, etc.) with prospects to be grouped together in a platform and all the actions carried out during prospecting to be monitored.

The main features are as follows:

  • Creation and management of multi-channel prospecting sequences (e-mail, SMS, calls, LinkedIn messages, etc.).
  • Automatic list of daily tasks for each user and the possibility to perform them directly from the Cadence interface.
  • CRM integration (list available at https://www.ringover.com/native-integrations-cadence).
  • Integration with user tools: messaging tool, LinkedIn extension, data enrichment tool, etc.
  • Statistics dashboard.
  • Template collection.

The prices for the Cadence Service are available at https://www.ringover.com/pricing.

Appendix 2 - Technical requirements

Before subscribing, the Customer must ensure that their telephone/internet operator or network administrator offers them the possibility of receiving and making telephone calls directly from Firefox (minimum version 80) or Chrome (minimum version 80) internet browsers, a mobile application or a SIP phone. Otherwise, it is impossible to use the Service.

It is the Customer’s responsibility to ensure that the installation made available to Users has the following characteristics:

  • a good quality Internet connection, with sufficient speed per User;
  • the prioritisation of voice flows over data flows on its network;
  • the use of access equipment that respects the integrity of SIP messages;
  • opening of flows to ports 443/tls, 5060/udp, 5060/tcp and 20000-22000/udp for RTP;
  • have at least 6 GB of RAM;
  • the use of codecs in the following order of preference: OPUS, G711 (PCMA, PCMU).

RINGOVER GROUP particularly draws the Customer’s attention to the fact that the MRCP protocol is not supported.

Accessibility to the Service is only possible with the latest versions of the Chrome and Firefox web browsers. For optimal use, RINGOVER GROUP recommends that you always use the latest version of your browser.

Appendix 3 - Special terms and conditions and Prices

The subscription rates are available on the applicable Purchase Order or from https://wwww.ringover.fr/tarifs.

1. Type of package according to the chosen Subscription

When subscribing, the Customer may, provided they are eligible, opt for an Access including unlimited calls or for an Access billed on a consumption basis:

  • In the event of a Subscription to Access with unlimited calls, all Users linked to the Customer Account by virtue of the Accesses purchased by the latter benefit from an unlimited call and fax sending package to the destinations accessible at the following URL https://www.ringover.com/pricing or on the page of the Purchase Order "Calling rates" and hereafter referred to as "Zone 1" or "Included". Telephone operators in some European countries (European Economic Area and Switzerland) surcharge calls according to the country of origin of the call.
    Therefore, in order to benefit from unlimited calls to destinations in the European Economic Area Included in the package, the User must call with a telephone number from one of the member countries of the European Economic Area. If the User uses another type of telephone number to call to a destination in the European Economic Area, the call will be charged at the rate indicated at the following url: https://www.ringover.com/pricing.
    Similarly, to benefit from unlimited calls to Switzerland Included in the package, the User must call with a Swiss telephone number. If the User uses another type of telephone number to call to Switzerland, the call will be charged at the rate indicated at the following url: https://www.ringover.com/pricing.
    The package with unlimited calls is intended for traditional business telephony use, in the context of an interpersonal conversation between two individuals. Telecommunications professionals (telephone operators, call centres, telestores, telemarketing companies, etc.) are not eligible for the package with unlimited calls. Furthermore, for any mobile number not in the ARCEP numbering plan, only national interpersonal traffic is covered.
  • In order to make or receive calls not included in this unlimited package, the Customer must first purchase (prepaid) call credits, which can be used by all Users. These credits are valid for the Subscription Term and are non-refundable, non-exchangeable and non-transferable to another Customer Account.

The addition of any new Access and/or Ringover Number during the course of the contract will give rise to additional charges which will be calculated on the basis of the prices indicated on the Purchase Order or on the website www.ringover.fr on the page https://www.ringover.com/pricing.

The deletion of a Ringover Number associated with a Ringover Account with no commitment will be free of charge. The deletion of a Ringover Number associated with a Ringover Account with a committed Subscription will result in the invoicing of an amount equal to six (6) months of prices for the said Ringover Number. However, the deletion of the Number during an assignment before its portability or during the test period will be free of charge for Customers with a Subscription with or without a commitment.

2. Conditions applicable to the sending of SMS

The Service does not allow the sending of SMS+, premium SMS and SMS to international destinations. Furthermore, an SMS has a maximum length of 160 characters when composed of standard 7-bit characters, and 70 characters when composed of Unicode characters. The SMS will be charged at the rate indicated at the following URL:https://wwww.ringover.fr/tarifs.

3. Exceeding the package

If the package is exceeded, calls will be charged per second, according to our current rates (for example: for France landlines: three euro cents (€0.03) excl. tax per minute). In the case of calls not included in the unlimited package, the Service will be invoiced per second from the first second, except in the case of calls to special numbers.

4. Volume commitment

The Customer undertakes not to reduce the volume of committed licences subscribed to during the total term of the Contract (whether this concerns the number of licences subscribed to on the initial purchase order or any licences added during the performance of the Contract).

5. Chargeable options

The list of chargeable options, excluded from the subscription rate, is available on the following link: https://www.ringover.com/add-ons-prices.

Appendix 4 - Limits on the use of the Service

1. Limit for short calls

In order to prevent mass spamming and robocalling from the Service, the Customer shall ensure that on average all Users do not make more than 60 outgoing calls (completed or not) per User per day of less than 15 seconds duration. If the average number of Users on the account reaches this threshold three or more times in a month, RINGOVER GROUP reserves the right to suspend and/or terminate the Service.

2. Exceeding the average rate of use of the Service

For each User, during a given period of time, the rate of use of the Service is the proportion of time during which the User is in communication with the correspondents he/she has called using the Service. Thus, the average rate of use of the Service is understood to be the average rate of use of the Service observed over a set of Users, during a given period of time.

The use of the package with unlimited calls is considered reasonable when the average rate of use of the Service observed on all the Users attached to the Customer Account is less than five times the average rate of use of the Service as observed on the customer base of RINGOVER GROUP benefiting from a package with unlimited calls during the last six months.

3. Limitations of sending SMS

In eligible countries, the User may be provided with a mobile phone Ringover Number for interpersonal use only. Receipt of SMS from applications on a Ringover mobile phone number is not guaranteed.

The number of SMS sent minus the number of SMS received is greater than one hundred, or if the number of SMS sent over the last 30 days is greater than three thousand, or if over the last 30 days the volume of calls received on the mobile number is greater than three thousand minutes, or if over the last 30 days the number of different numbers to which SMS are sent is greater than five hundred (500).

4. Other restrictions

Each User’s User Account can only be used by that User, from the web browser of his/her personal computer or from his/her personal IP phone.

Sharing and shared use of the User Account is not permitted. In particular, the use of the User Account as a call collection and/or termination provider is not permitted and it is notably forbidden to use the Service to receive or make calls with a telephone switch, switchboard, automatic call machine or telephony software. The User Account is limited to one simultaneous call per User. As an optional paid extra, a User can benefit from additional call channels.

When the Customer benefits from the SIP option, any use of the package with unlimited calls using automated call processing devices (switch, PABX, dialer) is strictly prohibited and considered as fraud and will result in the automatic termination of the package with unlimited calls.

As the regulations relating to the recording of telephone conversations and their retention period vary according to the countries/geographical areas concerned, it is the responsibility of Customers and Users, when considering activating this option, to ensure that it is legal in terms of the applicable standards, it being specified that in certain countries, the User must inform his/her correspondents of the recording of their telephone conversation and of the fact that they may object to such recording at any time. The use of this recording option is the sole responsibility of the Customers and Users of the Service, who are responsible for ensuring compliance with local regulations.

The test period will only be available to new Users and is limited to 5 Accesses. The test period includes 60 minutes of communication per User excluding premium numbers, SMS and international communications.

Appendix 5 – Service level

1. General principles

This appendix describes the different levels of priority of the Customer’s requests to the support service and the conditions under which they are handled, which constitute the Service Level Indicators (SLI), as well as the Service Level Availability (SLA).

Definitions:

  • P1 “Priority 1”: designates a major anomaly making it impossible to use the Services in full.
  • P2 “Priority 2”: designates a blocking anomaly on a major functionality.
  • P3 “Priority 3”: designates a minor anomaly in a functionality that does not have a significant impact on the use of the Services.

Ringover’s qualification of the priority level of the submitted anomaly shall prevail in the Service Level Objectives and shall take precedence over any qualification by the Customer.

2. NHI

Depending on the level assigned by Ringover to the request, it is the subject of an internal feedback according to an action plan as defined below. This action plan is applicable during the support business hours and concerns only the production platforms.

Priority typeObjectives of taking into account the ticketObjectives and conditions of support
P12 hoursHour 1: The level 1 support department qualifies the request and collects the necessary information for the diagnosis then escalates the request to level 2 support.
Hours 2 to 6: The level 2 support works on reproducing the problem and solving it. A workaround can be provided to lower the criticality level. The level 2 and advanced support (level 3) team leaders are informed of the incident. A permanent solution can then be provided via a patch, a service pack or a new version.
Hours 6 to 8: The Technical Director and the Chief Customer Officer, members of the CODIR [management committee], are informed of the incident. A team of technical specialists is trained to resolve the emergency situation in an efficient manner.
P24 hoursHours 1 to 2: The level 1 support department qualifies the request and collects the necessary information for the diagnosis, and then escalates to level 2 support.
Days 1 and 2: The level 2 and advanced support (level 3) teams are mobilised in collaboration with the development teams to provide a workaround or a permanent solution.
P31 dayThe support department will deal with the request within a week.

3. SLA

Incidents relating to the provision of the Service may be reported to RINGOVER GROUP by the Customer 7 days a week and 24 hours a day at the following address: [email protected] RINGOVER GROUP undertakes to do everything possible, with the assistance of the Customer, to deal with the incident as soon as possible.

RINGOVER GROUP will therefore endeavour to restore the Service within 2 hours of the Customer reporting the Incident, RINGOVER GROUP’s intention being to ensure a monthly rate of availability of the Service of more than 99.95%, this being calculated on the basis of the Incident reports sent during the reference month. Failing this, RINGOVER GROUP will, at the Customer’s request, pay a compensation in full discharge, in the form of a credit note on the next invoice, the amount of which is equal to:

  • 5% of the amount of the invoice issued for the month in question if the monthly availability rate of the Service is between 99.95% and 99.5%;
  • 10% of the amount of the invoice issued for the month in question if the monthly availability rate of the Service is between 99.5% and 99%;
  • 20% of the amount of the invoice issued for the month in question if the monthly availability rate of the Service is less than 99%;

provided that the request was made within one (1) month of the Incident.

Appendix 6 – Data Processing Agreement

The Data Processing Agreement is available on the following link: https://www.ringover.com/data-processing-agreement.

Version applicable as of 2022-12-01
Summary

RINGOVER’S TERMS OF SERVICE

THIS SERVICE AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER’S USE OF THE RINGOVER SERVICES. READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE USING THE RINGOVER SERVICE. YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT. FURTHERMORE, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO: (1) REGISTER THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT, INCLUDING ANY AUTHORIZED AGENT/ EMPLOYEE OF SUCH ENTITY, AS USERS OF THE RINGOVER SERVICE; AND (2) BIND THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT, INCLUDING ANY AUTHORIZED AGENT/ EMPLOYEE OF SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. HEREINAFTER, YOU, THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT, INCLUDING ANY AUTHORIZED AGENT/ EMPLOYEE OF SUCH ENTITY THAT WILL BE AUTHORIZED USERS OF THE RINGOVER SERVICE WILL BE REFERRED TO AS “CUSTOMER”. IF YOU DO NOT HAVE SUCH AUTHORITY, ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT, OR DO NOT WISH TO BE BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT, DO NOT USE, OR PERMIT ANYONE ELSE TO USE, THE RINGOVER SERVICE. CUSTOMER’S USE OF THE RINGOVER SERVICE WILL CONSTITUTE CUSTOMER’S ASSENT TO THIS AGREEMENT (OR RATIFICATION OF PREVIOUS ASSENT).

DEFINITIONS

Authorized User” or “User” refers to any person at least 18 years old who is authorized to use the Service by the Customer or an Administrator following the creation of a User Account by means of a License. Use of the Service by any User enacts the responsibility of Customer consistent with these Terms.

Customer” or “Subscriber” refers to any person subscribing to the Service offered by RINGOVER.

The term “Licenses” designates the limited, temporary right of the Customer to create accounts for the benefit of authorized Users to provide them with Ringover telephone numbers. The Customer may acquire one or more Licenses at Signup or with the use of the Service.

Outage” refers to a complete interruption of the Service noted and measured by RINGOVER.

The “Order Form” designates the purchase order addressed by RINGOVER to the Customer or Subscriber specifying in particular the Subscription chosen by the latter as well as the number of Licenses requested, which must be dated, signed and returned to RINGOVER in order to finalize Signup.

Registration” or “Subscription” is the process by which the Customer performs the procedures necessary to benefit from the Service provided by RINGOVER or one of its authorized distributors, authorized partners, resellers or agents.

Ringover Accounts” refers to the Subscriber Account and the User Accounts created by Customer.

Ringover Number” refers to the telephone numbers provided to Customer upon Signup to the Service and/or use of the Service and/or telephone numbers assigned to the Users by Customer by means of a License.

Service” refers to the collective services provided by RINGOVER through the site Ringover.com as well as the iOS and Android Ringover applications.

Signup” means the completion of the Registration or Subscription process, ending in the creation of an active Subscriber Account.

Subscriber Account” refers to the account created by Customer upon Registration; User accounts and Licenses acquired by Customer are associated with its Subscriber Account.

User Account” refers to the account created by Customer by means of a License assigned to the User for use the Service.

1. SERVICES PROVIDED; ADDITIONAL TERMS; CHANGES

1.1. Services Provided

RINGOVER will provide the Service to Customer according to the terms specified in the Order Form. This Agreement shall be automatically incorporated to Customer’s initial Service Order Form and any future orders (collectively referred to as “Service Order”) shall be automatically incorporated into this Agreement effective as of the date of such Service Order.

1.2. Description of the Service

RINGOVER allows Users to make and receive phone calls directly through the Internet (with no software to install), a mobile application or SIP phone. RINGOVER also allows the automatic transfer of calls to Ringover Numbers to a landline or mobile phone as well, according to the conditions defined herein. To access the Services, Customers must visit Ringover.com and create a Subscriber Account as well as User Accounts, depending on the number of Licenses purchased. RINGOVER will then communicate to the Subscriber one or more Ringover Numbers associated with the Ringover Accounts created by the Subscriber, with the choice and type of numbers offered depending on the location the Subscriber indicates upon Signup. Available destinations are listed on Ringover’s website. The Client may also subscribe to the Ringover Cadence Service either alone or as an option. Ringover Cadence is a multi-channel prospecting tool available at cadence.ringover.com.

In addition, the Client can also subscribe to options at extra cost, excluded from the subscription fee, available on the Dashboard. The options selected will be invoiced from the month following their subscription. Some options may be assigned to a User. In this case, for committed Client, the option will be terminated once the User is removed, for non-committed Client, they will have the possibility to terminate the option at any time.

A description of the paid options, not included in the subscription price, is available on the following link: www.ringover.com/add-ons-prices.

RINGOVER Outage relating to the provision of this Service by RINGOVER can be reported to RINGOVER, 24/7 at the following email address: [email protected].

The support service is only available from Monday to Friday from 8 a.m. to 5 p.m.

1.3. Changes to the Service

RINGOVER may at its sole discretion modify the aspects, features, or functionality of the Service without prior notice.

2. TERM

Customer may subscribe to a non-binding offer or an initial term of twelve (12) months, twenty-four (24) or thirty-six (36) months (“Initial Term”) which shall automatically renew each year after the Initial Term, for one (1) year (“Renewal Terms”) at each anniversary thereof. Customer may terminate the Service by providing RINGOVER with at least three (3) months’ notice before the end of the Initial or current Renewal Term by email at [email protected] in accordance with Section 22, Termination. The Service and Initial Term commences upon Customer’s execution of a Service Order or on port-in date, the date on which Customer’s numbers have been successfully ported-in to RINGOVER.

3. USE OF THE SERVICE

3.1. System Requirements

In order to use the Service, Customer must, at Customer’s own expense, provide and utilize one or more industry standard, Service compatible devices, high speed broadband access, and certain software, and may be required to obtain updates or upgrades to the foregoing from time to time. Customer’s ability to use the Service may be affected by the performance of these items. Customer acknowledges and agrees that system requirements for the Service may change from time to time and that adherence to the system requirements is Customer’s responsibility. Customer is responsible for ensuring that its networks and systems are adequately secured against unauthorized intrusion or attack and for regularly backing up its data and files in accordance with good computing practices. Customer must ensure that its telephone/Internet service provider or network administrator allows phone calls to be made and received directly through one of the following: Firefox (at least Version 54) or Chrome (at least version 58), a mobile application or a SIP phone. Otherwise, Customer cannot use the Service. In particular, it is the responsibility of Customer to ensure that, in order to receive quality service, Customer and any Authorized Users:

  • Customer and any Authorized Users has have a high quality Internet connection with a real speed of 2Mb/s downstream and 1Mb/s upload;
  • voice stream data is prioritized on network flows;
  • the use of access equipment respects the integrity of SIP messages;
  • lows are open toward TCP 443, 1443, 2443 and 5060 and UDP 16384-32768 ports;
  • available live memory is at least 2GO;
  • Codecs are used in order of preference: OPUS, G722, G711 (PCMA, PCMU).

MRCP protocol is not supported.

An overview of the services offered by RINGOVER is available on the at: https://www.ringover.com.

Ringover Numbers are not published in annual telephone directories. Customer may, however, publish a Ringover Number with a directory listing service at Customer’s sole option.

3.2. RINGOVER Equipment

Customer may purchase certain RINGOVER equipment, as set forth in the catalog attached to this Agreement, which may be updated from time to time in RINGOVER’s sole discretion.

3.3. Registration

Customer is required to register prior to using the Service. Customer agrees that any registration information shall be accurate, correct, and up to date, and Customer agrees to maintain and promptly update its registration information, including but not limited to the physical location of each Authorized User. Customer and/or its representative must be of legal age to enter into a binding contract in order to register for the Service. Upon initial Registration to the Service, upon resetting User credentials, or as may otherwise be required by law, RINGOVER may require a User to prove their identity as well as ability to act and represent Customer through the provision of supporting documents (certificate of incorporation or equivalent, identity card, powers, etc.). RINGOVER will not retain copies of any documentation so provided, electronically or otherwise, except as may be required by applicable law. Customer may designate one or more Account Administrators to RINGOVER, whose identity and authority may be verified by RINGOVER in accordance with this paragraph, to exercise authority to add or remove Users of Customer’s account. The activation of a User by an Account Administrator designated by Customer shall be deemed a representation and warranty by Customer that such User’s identity has been verified and such User is duly authorized by Customer, and RINGOVER shall be permitted to rely on the same. Notwithstanding the foregoing, the activation of Ringover’s Account is left to the discretion of RINGOVER, which specifically reserves the right not to activate the account in case of doubt of the Customer’s identity or misrepresentation on the Customer’s part, or when payment authorization is declined.

A Ringover Number is provided upon the creation of a User Account by means of a License. Regulatory authorities or third parties from whom RINGOVER obtains Ringover Numbers may, in this context, require documentation proving the User’s identity, according to the type and area code of the telephone number entered upon Registration. If RINGOVER requires such documentation, it must be provided by the Customer upon the creation of the User account, and no activation of Service will be possible without these documents. If this documentation is lacking, RINGOVER reserves the right to automatically terminate any affected User Account without providing any refund. Unless prohibited by such regulatory authorities or third party providers of numbers, RINGOVER may permit a Customer Account Administrator, who has been verified in accordance with the preceding paragraph, to register User accounts for purposes of obtaining a Ringover Number, and such registration shall be deemed a representation and warranty of Customer as to the User’s identity and authorization, upon which RINGOVER shall be entitled to rely. In case of inaccurate information provided during Registration with no rectification within 8 (eight) days of RINGOVER providing notice, RINGOVER reserves the right to terminate the User Account. All sums paid by Customer will be retrained by RINGOVER. RINGOVER reserves the right to modify its verification and authentication processes from time to time upon notice to Customer.

Any fees (subscriptions to the Internet, etc.) incurred through third-party subscriptions and the use thereof are the sole responsibility of Customer. Customer guarantees that the information provided is exact and accurate. Customer also agrees to regularly update this information, alert the RINGOVER team immediately in case of modification of data submitted during registration and, if necessary, to update account information directly.

Customer shall be responsible for maintaining the security and confidentiality of any required User names and passwords (including both for the Account Administrator and Users), and shall not disclose them to any third party. RINGOVER recommends that the Customer regularly change their password, notably upon first sign-in to the User Account. Customer shall be solely responsible to RINGOVER for all activities that occur under Customer’s account or subscription, including any unauthorized use. Customer agrees to notify RINGOVER immediately via [email protected] upon becoming aware of any unauthorized use of Customer’s password, account, or subscription. RINGOVER cannot be held responsible for this information being divulged to third parties. Subscription to one or more of Services as well as the use of these Services through the site www.Ringover.com implies full acceptance of the Terms on the part of Customer and all of Customer’s Users. Customer may modify the information associated with their Registration at any time through their online account.

All information concerning the use of the Service is provided on the site www.Ringover.com. For any additional information, Customer may contact customer service through the online form. Customer service is only available in English, so a response to questions written in other languages is not guaranteed.

Ringover.com reserves the right to modify the manner of use as well as Terms of its Services at any time. Customer will be informed of all material changes by email (sent to the address provided during Registration) and on the website www.Ringover.com. The collective changes to the Terms will apply to all Customers, including those having subscribed before the changes. This Agreement will automatically cease if Customer informs RINGOVER of their refusal to comply with the modified Terms.

3.4. Trial Account

Customer can test the Service’s Smart plan for 7 days, in accordance with the present Terms and within the following limits: 3 Users maximum, limited to 1 Ringover Number and 1 hour of total call time to Included countries (USA and Canada) per User. To take advantage of this offer, upon Signup Customer must provide bank details and authorize RINGOVER to automatically debit from their account at the end of the 7-day test period the sum due for executing the Service based on the number of Licenses and Ringover Numbers activated during the test period, in accordance with the present Terms. The Subscriber may cancel their test account at any time free of charge from the URL https://dashboard.ringover.com/. Barring cancellation, Customer accepts the Smart plan with no engagement, under the conditions of the present Terms. To activate their test account Customer may be required to provide any or all Registration information as described in Section 3.3. Otherwise, the test account will be automatically closed. Customer can only take advantage of one test account.

3.5. Call Recording

Depending on the chosen plan, Customer may activate or deactivate the automatic recording option. Regulations related to the recording of phone conversations as well as the length of time they may be stored vary according to the concerned country/geographic zone; it is thus the exclusive responsibility of Customer and Users, when considering using this option, to ensure its legality. Customer and Users of the Service commit, in case of claims related to recorded phone calls, agree to indemnify and hold RINGOVER harmless for any and all claims by third parties relative to Customer or its Users’ use of the call recording function. If the call recording option is activated, recorded conversations will be conserved for a period up to twelve (12) months, RINGOVER can in no case be held liable with regard to these recordings, their content or archival. RINGOVER will not disclose these recordings to third parties, except in the case of a valid legal request, such as a lawful subpoena. In case of termination of the call recording option and/or Service, RINGOVER will automatically delete all of the User’s archived files. It is therefore the responsibility of the User and Customer to ensure that all files are downloaded in advance.

3.6. Privacy

RINGOVER’s privacy policy is available on RINGOVER’s website or on demand. Customer agrees to the use of Customer’s data in accordance with RINGOVER’s privacy policy. Without limiting the generality of the foregoing, RINGOVER may provide its third-party providers and referral companies who provide RINGOVER services related to the Service with certain Customer data such as Customer name, address, and number of subscribers; however, under no circumstances will such information include any personally identifiable information that Customer has not agreed to be provided to such third parties.

3.7. Scope of Use / Fair Usage

In order to prevent mass call spamming and robocalling via the Service, the Subscriber must ensure that each User does not make more than 60 outgoing calls (completed or not) per day that last less than 15 seconds. If one or more Users reach this threshold three times or more in the course of a month, RINGOVER GROUP reserves the right to suspend these Users and/or to terminate the Service.

3.8. Abnormal Usage

3.9. Prohibited Uses

Customer agrees not to use the Service in a manner that is actually or potentially libelous, threatening, harmful, harassing, indecent, obscene, in violation of the intellectual property rights of any party, or is otherwise unlawful under any applicable law or regulation. Customer agrees not to engage in any activity that interferes with or disrupts the Service or associated servers, networks, or software; PREVENTS OR RESTRICTS OTHER CUSTOMERS FROM USING THE SERVICE; OR DAMAGES ANY RINGOVER OR THIRD-PARTY PROPERTY. CUSTOMER AGREES NOT TO REPRODUCE, DUPLICATE, COPY, SELL, TRADE, OR RESELL THE SERVICE PROVIDED UNDER CUSTOMER’S ACCOUNT(S). CUSTOMER AGREES NOT TO USE THE SERVICE FOR AUTODIALING OR PREDICTIVE DIALING; CONTINUOUS OR EXTENSIVE CALL FORWARDING; CONSTANT DIALING; ITERATIVE DIALING; FAX BROADCAST; FAX BLASTING; JUNK FAXING; FAX SPAMMING; TRANSMITTING BROADCASTS OR RECORDED MATERIAL; SENDING UNSOLICITED MESSAGES OR ADVERTISEMENTS; TELEMARKETING; SENDING BULK AND/OR JUNK EMAIL, VOICEMAIL, OR FAXES; CALL CENTER OPERATIONS OR OTHER BULK CALL-IN LINES; TAKING ANY ACTION TO ATTEMPT TO MISLEAD OTHERS AS TO THE IDENTITY OF THE SENDER OR THE ORIGIN OF ANY COMMUNICATION; OR ANY OTHER ACTIVITY OUTSIDE THE SCOPE OF REASONABLE INTERNAL BUSINESS USAGE. CUSTOMER AGREES NOT TO (1) RE-CLASSIFY OR RE-ORIGINATE TRAFFIC OR TAKE ANY OTHER ACTION TO INTENTIONALLY MAKE TRAFFIC APPEAR AS IF IT: (I) IS ANYTHING OTHER THAN THE TYPE OF TRAFFIC DELIVERED TO SUCH CALLED PARTY (INCLUDING BUT NOT LIMITED TO MAKING TDM ORIGINATED TRAFFIC APPEAR TO BE IP ORIGINATED) OR (II) ORIGINATED FROM A PLACE OR ON A TYPE OF EQUIPMENT DIFFERENT FROM THE PLACE OR TYPE OF EQUIPMENT FROM WHERE IT, IN FACT, ORIGINATED; OR (2) MODIFY, ALTER, OR DELETE IN ANY MANNER CALLING PARTY NUMBER INFORMATION, ORIGINATING POINT CODES, OR ANY OTHER SIGNALING INFORMATION OR CALL DETAIL IN CONNECTION WITH THE TRANSPORT AND TERMINATION OF TRAFFIC TO THE CALLED PARTY. CUSTOMER AGREES NOT TO ACCESS OR ATTEMPT TO ACCESS THE SERVICE BY ANY MEANS OTHER THAN THE INTERFACE PROVIDED BY RINGOVER, INCLUDING BUT NOT LIMITED TO ANY AUTOMATED MEANS SUCH AS THE USE OF SCRIPTS OR WEB CRAWLERS. RINGOVER’S SERVICE MUST ONLY BE USED IN A PROFESSIONAL AND LEGAL MANNER. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO ENSURE THAT CUSTOMERAND/OR USERS COMPLY WITH APPLICABLE LOCAL LAWS WHEN USING RINGOVER’S SERVICE. For calls originated by Customer or its Users, or by devices or numbers assigned to Customer or its Users, or for calls that transit any network facilities owned, controlled or utilized by Customer for termination on or through RINGOVER’s Services, Customer agrees that if it receives a request from (i) a traceback administrator authorized by the US Telecom Industry Traceback Group (ITG), (ii) RINGOVER, or (iii) any applicable law enforcement or regulatory authority (a “Traceback Requestor”) for information about robocalls that have been sent to a downstream provider or received by a consumer (a “Traceback Request”), Customer will promptly respond to the Traceback Request in good faith. Without limiting the generality of the foregoing, Customer shall identify the immediately preceding source of the calls or numbers subject to the Traceback Request, if any, and provide other relevant information relevant to the determination of any immediately preceding source, and, to the extent possible, shall further identify any other upstream providers in the call’s path. Customer agrees to share this information without requiring a subpoena or other formal demand or request.

RINGOVER shall have no liability to Customer or any User for the level of attestation assigned by RINGOVER under the FCC’s STIR/SHAKEN framework to calls to or from Customer or any User or its failure or refusal to transmit any call based upon such level of attestation, nor shall RINGOVER be liable for the refusal of any other carrier or service provider to validate, transmit or terminate any call based on such carrier’s or service provider’s assessment of such calls or the attestation level assigned thereto.

Customer agrees not to use any trademark, service mark, trade name, or logo of any company or organization in conjunction with the Service in a manner that is likely or intended to cause confusion about the owner or authorized user of such mark, name, or logo. However, Customer hereby expressly authorizes RINGOVER to use Customer’s logo or name as a reference on RINGOVER’s website and any other marketing and/or commercial support.

3.10. RINGOVER’s Remedies for Prohibited Use

RINGOVER may take any lawful action it deems appropriate with respect to prohibited use of the Service or other use of the Service that it deems to be inappropriate, in violation of this Agreement, or potentially disruptive to the Service or RINGOVER’s network, RINGOVER’s rights and interests, or the rights of other customers. RINGOVER’s Remedies for Customer’s prohibited use of the Service, include but are not limited to issuing warnings; terminating Customer’s Service, subscription, accounts, or users; disabling access to or suspending the Service, Subscription, or Ringover Accounts; or increasing the monthly rates charged Customer for the period of Customer’s prohibited use and the remainder of the Agreement’s Term. RINGOVER may take such action without notice or liability to Customer or any other party, although RINGOVER shall have no obligation to take any such action.

3.11. Support

RINGOVER will provide Customer with technical consultation support for the Term of the Service RINGOVER will commit to do the maximum, with the Client’s assistance, to resolve the issue as soon as possible.

3.12. Customer Proprietary Network Information

In the normal course of providing services to its users and customers, RINGOVER collects and maintains certain customer proprietary network information (“CPNI”) typical to the industry. CPNI includes the types of telecommunications and interconnected VoIP services Customer currently purchases or subscribes to, how Customer uses those services (for example, Customer’s calling records), and billing information related to those services. Customer’s Ringover Number, name, and address do not constitute CPNI. RINGOVER does not sell, trade, or otherwise share Customer’s CPNI with anyone outside of RINGOVER and those parties authorized to represent RINGOVER to offer RINGOVER’s services or to perform functions on RINGOVER’s behalf related to RINGOVER’s services, except as the law may require or Customer may authorize. Federal law generally permits RINGOVER to use CPNI in its provision of the telecommunications and interconnected VoIP services Customer purchases or subscribes to, including billing and collections for those services. RINGOVER may also use or disclose Customer CPNI for legal or regulatory reasons such as to respond to a court order, to investigate fraud, to protect RINGOVER’s rights or property, to protect against the unlawful use of RINGOVER services, or to protect other users.

Customer may elect to prohibit RINGOVER’s use of Customer’s CPNI to market services other than services of the same type that Customer already purchases from RINGOVER by providing RINGOVER with Customer’s “opt-out” notice within thirty (30) calendar days of Customer’s Service commencement via email to [email protected] If Customer fails to do so within such timeframe, Customer will be deemed to have given RINGOVER consent to use Customer’s CPNI to market services other than services of the same type that Customer already purchases from RINGOVER. Restricting RINGOVER’s use of Customer CPNI will not affect RINGOVER’s provision of any service, nor will it necessarily eliminate all types of RINGOVER marketing.

3.13. Technical Limitations

The Service is only available for the latest versions of the Internet browsers Chrome (v61 and later) and Firefox (v60 and later). For optimal performance, RINGOVER recommends using the latest version of the selected browser. The quality of communication depends on the quality of the User’s Internet connection, over which RINGOVER has no control. RINGOVER cannot be held responsible for any disturbance in the Service resulting from an issue with the Customer’s or User’s Internet connection.

4. CUSTOMER’S CONTENT

RINGOVER exercises no control over the content of information, whether visual, written, audible, or of other nature, sent, displayed, uploaded, posted, published or transmitted through its networks, or submitted by Customer while utilizing the Service (“Customer’s Content”), and for the consequences of doing so, including any loss or damage to RINGOVER or any third parties. RINGOVER has no responsibility to Customer or any third party for Customer’s content. Customer agrees to indemnify and hold RINGOVER harmless for any and all claims by third parties relative to Customer or its Users’ content, pursuant to Section 20. Customer and Users are solely responsible for monitoring the content transmitted via RINGOVER Services, including the Ringover Number and the identifiers transmitted to them.

RINGOVER reserves the right to, but shall have no obligation to, pre-screen, refuse, flag, filter, or remove any of Customer’s Content from the Service at RINGOVER’s discretion without notice or liability to Customer or any other party.

4.1. Customer’s Content’s IP

Customer shall retain copyright and any other intellectual property rights Customer holds in Customer’s Content. Customer shall remain solely responsible for protecting and enforcing such rights where applicable.

4.2. Customer’s Content’s License

Customer hereby grants to RINGOVER a non-exclusive, world-wide, royalty free, sub-licensable, transferable, perpetual, irrevocable license to use, modify, adapt, translate, publish, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute Customer’s Content solely for the purpose of providing and distributing the transmission of such Customer Content, as is necessary to the successful provision of the Service to Customer. Customer represents and warrants that it has all necessary rights, licenses, consents, and permissions to grant such license and permit such use.

RINGOVER will endeavor to store Customer’s voicemail, sent or received call logs, call recordings and/or instant messages as part of the Service for a maximum period of twelve (12) months, however RINGOVER is not obligated to do so and RINGOVER has no responsibility or liability for the deletion or failure to store any of the foregoing.

5. OTHER USERS’ CONTENT

5.1. No Liability

RINGOVER does not control and shall have no liability or responsibility for the 1) conduct or 2) content of any information and communications, whether visual, written, audible, or of other nature, sent, displayed, uploaded, posted, published, or submitted by other users via the Service, including but by no means limited to advertisements or sponsored content (item (2) collectively referred to as “Other Users’ Content”).

5.2. Other Users’ Content IP

Other Users’ Content may be protected by copyright and other intellectual property rights of such other users or other persons. Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works based in whole or part upon Other Users’ Content unless specifically agreed to by the owners of such Other Users’ Content in a separate written agreement with Customer.

5.3. IP Infringement

It is RINGOVER’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including in the United States the Digital Millennium Copyright Act) and to terminate the accounts or subscriptions of repeat infringers.

6. CHARGES AND PAYMENT

6.1. Billing

The Service will be activated, and billing will commence on acceptance of the Customer’s completed Order Form by RINGOVER so long as port-in request has been successful, or Service has been activated. Calls will be billed by the second, according to our current rates (for example: for United States landlines: three cents ($0.03) per minute). Invoices are issued on a monthly basis on the anniversary date of the Subscription.

6.2. Charges

Payment for the Service must be made by credit card or direct debit. Upon Registration, the Customer provides payment details and authorizes RINGOVER to automatically charge all amounts due for execution of the Service, as defined by the Terms. The Service functions subsequently by prepayment, unless otherwise agreed or specified in writing by RINGOVER. Payment will be debited on a monthly basis on the anniversary date of the Registration. In the case of adding additional Users, the corresponding Subscriptions will be charged pro rata until the next anniversary date of the initial Registration. In case of the refusal of payment by our banking partner, Customer will be notified of the failure and informed of the following procedure by a message sent to their contact email RINGOVER reserves the right to suspend access to the Service if Customer has not produced payment within 24 hours of receiving notice of the rejected payment. The Service will be reestablished upon payment of all outstanding invoices. Outstanding invoices remain due; RINGOVER reserves the right to take action in order to recover its debts. The sums collected by RINGOVER are irrevocably acquired and not subject to reimbursement. All payments are due, even in the case of suspension of Service by RINGOVER, following an unpaid amount by Customer. Unless otherwise agreed by RINGOVER, RINGOVER will charge Customer for the equipment upon receipt of Customer’s order for such equipment. Customer will pay all bank charges, taxes, duties, levies and other costs and commissions associated with non-credit card methods of payment. RINGOVER may suspend performance of the Services for which payment is overdue until the overdue amount is paid in full. Overdue payments will be subject to a late payment charge of the greater of one and one half percent (1.5%) per month, or the maximum rate allowed by applicable law. Customer will reimburse RINGOVER for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.

6.3. Dispute

Except for those occurrences addressed in Section 7, Customer must dispute any charges for the Services in writing within thirty (30) days of the issue of the invoice, indicating the invoice number of the disputed amount; otherwise Customer waives any dispute or further recourse with respect to the applicable charges. Customer shall remain liable for payment of any undisputed amount, pending resolution of a dispute. In case of reduction of the amount of the disputed invoice, RINGOVER will issue Customer a credit, which will be deducted from the next invoice. RINGOVER reserves the right to require credit approval prior to providing RINGOVER Services to Customer.

6.4. Taxes

Unless Customer provides RINGOVER with a current tax exemption certificate, Customer is solely responsible for paying all legally required taxes, including without limitation any state or local sales, excise, and/or other taxes and fees which may be levied upon the Service, except for any income tax assessed upon RINGOVER.

6.5. Rates

Applicable rates are those indicated at the time of Registration and correspond to those listed on the Order Form signed by Customer as well as at https://www.ringover.com/pricing. The Registration rate is based on the number of Licenses and Ringover Numbers requested by Customer. The addition of each new License and/or new Ringover Number will involve extra fees, which will be calculated according to the rates indicated on the Order Form or the site www.ringover.com on the page www.ringover.com/en/pricing. Stated rates will be applied for the entire Term, even in the case of additional or removal of the License and/or User(s) and/or Ringover Number(s), and even if the Ringover number was not transferred to another User.

In particular, the deletion of a Ringover Number assigned to an uncommitted Ringover Account will be free of charge. Conversely, the deletion of a Ringover Number assigned to a committed Ringover Account will result in the billing of an amount equal to six (6) months of pricing for this Ringover Number. On the other hand, the deletion of a Ringover Number during an assignment prior to its portability or during the 7-day free test period will be free of charge for both committed and uncommitted Client.

Upon Registration, Customer may, depending on eligibility, select a License including unlimited calls or a usage-based License. For a Subscription with a License for unlimited calls, all Users associated with the Subscriber Account will have access to the Unlimited Plan, including unlimited calls and faxes to the destinations found through the url https://www.ringover.com/pricing or the Purchase Order page’s “Call rates,” hereafter referred to as “Zone 1” or “Included.”

  • a. Modification of Rates. RINGOVER reserves the right to modify its rates at any time. RINGOVER may reduce rates at any time. Any rate increase will be communicated by email to Customer at least one (1) month before going into effect. Continued use of the Service or non-termination of the Service after a period of one (1) month will signify Customer’s acceptance of the new rates.
  • b. Special Cases. Customer does not have the right to terminate the Service if RINGOVER is not responsible for the increase in SMS rates or call minutes. This will be the case, for example, when it results from:
    • a change in applicable telecommunications regulations;
    • judicial or administrative decisions;
    • an increase in the rates of RINGOVER’s telecom operator partners.
    In this case, RINGOVER will notify Customer as soon as possible.

6.6. Regulatory Fees

RINGOVER may charge Customer the following regulatory fees:

  • a. Federal and State Universal Service Fee. RINGOVER is required to make contributions to the Federal and certain state Universal Service Funds (USF), which provide support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries. RINGOVER is permitted but not required to recover such costs from its customers. The Federal Communications Commission sets the Federal USF rates on a quarterly basis. USF rates are subject to change each quarter.
  • b. 911 Fee. This fee is imposed by local governments to help pay primarily for the handling of calls for emergency services such as fire and rescue.
  • c. 911 Service Fee. RINGOVER may charge a per-DID/phone number fee to recover RINGOVER’s costs directly associated with providing 911 and E911 to its customers.
  • d. Regulatory Recovery Fee. RINGOVER may charge a monthly regulatory recovery fee to offset costs it incurs in complying with obligations imposed by, and inquiries made by, federal, state, and municipal regulatory bodies/governments and related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. If assessed by RINGOVER, the regulatory recovery fee will apply to every directly dialable telephone number (in certain cases referred to as DID-phone numbers) assigned to Customer, including toll free and virtual numbers.
  • e. Other Fees. Customer agrees to pay any other fees that may be levied on the Services which are chargeable to customers by any governmental authority.

7. SERVICE LEVELS AND SERVICE AVAILABILITY

7.1. Service Level

RINGOVER shall endeavor to reinstate the Service within 2 hours from the time Customer reports an Outage, as it is RINGOVER’s goal to ensure a monthly rate of Service availability greater than 99,95%, calculated on the basis of Outage reports transmitted during the month. Otherwise, RINGOVER will pay upon request by Customer an Outage Credit, as defined on Section 7.2, on the next invoice, the amount of which will be equal to:

  • 5% of the total invoice amount excluded taxes issued for the month in question if the monthly rate of the available Service is between 99.95% and 99.5%;
  • 10% of the total invoice amount excluded taxes issued for the month in question if the monthly rate of the available Service is between 99.5% and 99%;
  • 20% of the total invoice amount excluded taxes issued for the month if the monthly rate of available Service is less than 99%.

RINGOVER makes no representation or warranty that the Service will be available at all times and temporary disruptions in Service shall not constitute a breach of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE RELIEF SET FORTH IN THIS SECTION 7 SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE FAILURE OR NON-PERFORMANCE OF THE SERVICE.

7.2. Outage Credits

An Outage shall be deemed to commence upon Ringover’s verification of the trouble as stated in the trouble ticket submitted by Customer; this verification will be conducted by RINGOVER’s network operator. An Outage shall be deemed to terminate upon the closing of the same trouble ticket (or the termination of the downtime, if sooner), unless any time RINGOVER is awaiting additional information or premise testing from Customer. The duration of the Outage period and eligibility for Outage Credits will be determined at the sole discretion of RINGOVER, based upon RINGOVER’s internal records. Customer shall have the right to request Outage Credit(s) for a period of thirty (30) days after the date of the reported occurrence. Customer shall have the right to contest any calculations of credit(s) for a period of thirty (30) days after Customer’s receipt of invoice on which said credit(s) appear. The Outage Credits shall be RINGOVER’s sole liability and Customer’s sole remedy in the event of any Outage period or interruption of Service.

7.3. No Outage Credits

There shall be no Outage Credits for Outages:

  • (i) Caused directly or indirectly by the acts or omissions of Customer.
  • (ii) Caused by the failure of equipment or systems provided by Customer or any third party (not under the direction or control of RINGOVER).
  • (iii) Caused by a Force Majeure event as defined in Section 24.3.
  • (iv) Occurring with respect to a request or an order from Customer for a change in the Service; or
  • (v) Occurring while Customer is in breach of the Agreement.

7.4. Maintenance and Modifications to Service

RINGOVER may at any time and without liability modify, expand, improve, maintain, or repair the RINGOVER network even if such activity might result in temporary suspension(s) of the operation of the Service. RINGOVER will use commercially reasonable efforts to minimize any disruption to the Service to Customer and shall use its best efforts to give Customer commercially reasonable notice of a maintenance period prior to the disruption by telephone (real-time or voicemail), facsimile, or e-mail. Credits will not be issued with respect to such Service interruptions if RINGOVER has used commercially reasonable efforts to so notify Customer in accordance with this paragraph.

8. RINGOVER’S IP RIGHTS

8.1. RINGOVER’s IP

RINGOVER reserves all rights, including, but not limited to, ownership, title, and all other rights and interest in, and to, any computer programs (in object or source code format or any other form), know-how, inventions, processes, data bases, documentation, training materials and any other intellectual property and any tangible embodiments of it (collectively, “Intellectual Property”) that RINGOVER (i) owned prior to providing the Services under the Agreement, (ii) any Intellectual Property that RINGOVER develops, creates, or otherwise acquires independently of this Agreement, and (iii) any derivative works or Intellectual Property that RINGOVER develops, creates, or otherwise acquires while performing the Services under the Agreement.

8.2. RINGOVER’s Content

RINGOVER and/or its licensors own all right, title, and interest in and to the Service, associated software, and the content of all information and communications, whether visual, written, audible, or of another nature presented by or on behalf of RINGOVER as part of the Service (“RINGOVER’s Content”). Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works based in whole or part upon RINGOVER ’s Content.

8.3. No Right to Use

Nothing in this Agreement grants Customer any right to use any of RINGOVER’s trade names, trademarks, service marks, logos, domain names, trade dress, or other distinctive brand features.

8.4. Prohibited Use

Customer shall not remove, obscure, or alter any proprietary rights notices, such as copyright or trademark notices, attached to or contained within RINGOVER’s Content, the Service, or associated software or servers. In particular, Customer and Users agree not to use devices or software in order to interfere or attempt to interfere with the proper operation of the Service; this includes imposing a disproportionate burden on RINGOVER’s infrastructure. In case of any breach in the security of its computer system and/or networks, RINGOVER will inform the concerned authorities.

8.5. Music Copyright

Customer and User will personally engage rights and obligations with regard to management companies and the rights of authors, composers, editors, producers and other related parties, with particular in respect to music on hold, including that made available by the Service. RINGOVER is expressly released from all liability in this regard.

9. SOFTWARE LICENSE

The software and documentation provided or made accessible under this Agreement are licensed to Customer by RINGOVER. The license granted shall be for the sole purpose of utilizing the Service for the specified number of users, in accordance with the terms of this Agreement, and for the duration of Customer’s subscription (until the effective date of termination of the Service.)

10. SOFTWARE UPDATES

The RINGOVER software may automatically (push or pull – download) and install updates from RINGOVER and/or affiliated equipment manufacturers from time to time. Updates may take the form of bug fixes, new or enhanced functionality, new software modules, and updated or new versions of the software, and are intended to improve or enhance the Service. Customer agrees to allow such updates to be promptly downloaded and installed as part of its utilization of the Service.

11. 911 / E911

11.1. 911 Limitations and Restrictions

THE SERVICE INCLUDES A 911/E911 ACCESS COMPONENT, ONLY AVAILABLE IN THE USA. IT IS THE RESPONSIBILITY OF CUSTOMER TO INFORM ALL USERS REGARDING CASES WHERE EMERGENCY CALLS ARE NOT AVAILABLE. THE SERVICE’S 911/E911 ACCESS COMPONENT IS NOT PROVIDED ON MOBILE LINES. THE SERVICE’S 911/E911 ACCESS COMPONENT DOES NOT HAVE THE SAME FUNCTIONALITY OR AVAILABILITY AS THAT ASSOCIATED WITH TRADITIONAL WIRELINE 911/E911 SERVICES AND IS SUBJECT TO CERTAIN LIMITATIONS AND RESTRICTIONS INCLUDING THOSE DESCRIBED HEREIN. CUSTOMER AGREES TO PROVIDE CLEAR, CONSPICUOUS NOTICE TO ANY POTENTIAL USER OF THE SERVICE OF THE 911/E911 LIMITATIONS DESCRIBED HEREIN. CUSTOMER ACKNOWLEDGES, AND IS HEREBY ON NOTICE, THAT THE 911/E911 ACCESS PORTION OF THE SERVICE WILL NOT FUNCTION OR WILL NOT FUNCTION PROPERLY FOR ANY OF THE REASONS DETAILED BELOW AND REPRESENTS AND WARRANTS IT HAS BEEN INFORMED BY RINGOVER OF THE REASONS TO HAVE AT LEAST ONE BACKUP METHOD OF ACCESSING 911/E911 SERVICE, SUCH AS A CIRCUIT-SWITCHED TDM TELEPHONE OR CELLULAR TELEPHONE, PER CUSTMOMER LOCATION.

  • a. Loss or interruption of electrical power to Customer’s VoIP telephone, its ATA, Modem, Router, Switch or any other devices in the critical path from Customers VoIP handset to the RINGOVER switching center at the user’s location. The user will not be able to use the Service for calls (including “911”) during such a power interruption or outage. Following the power interruption or outage, users may find it necessary to reset or reconfigure the Service prior to being able to use the Service for making and receiving calls, including “911” calls
  • b. Loss or interruption of Internet access at the user’s location.
  • c. Failure of the user’s broadband or VoIP hardware (including without limitation Phones).
  • d. Failure of the user’s broadband or VoIP software (including without limitation soft phones).
  • e. Improperly installed or configured user broadband or VoIP hardware.
  • f. Improperly installed or configured user broadband or VoIP software (including without limitation soft phones).
  • g. Suspension, disconnection, or termination of the Service for any reason, including without limitation (i) for failure to pay or default, or (ii) failure of the Service to function for any reason.
  • h. Customer failed to provide RINGOVER with any physical location of the RINGOVER served VoIP handset-user or failed to provide the correct physical location of same (i.e., the address is incorrect, incomplete, abbreviated, or misspelled).
  • i. Customer failed to update the user’s physical location with RINGOVER when the user moved or changed location/address.
  • j. The user attempts a 911 call via a RINGOVER served VoIP handset from a location/address different than the location/address registered with RINGOVER.
  • k. For the purposes herein (911/E911), the terms location and address shall be understood to designate information necessary to generate a proper Automatic Location Identification record ensuring proper routing to and from the proper PSAP for the call’s originating location. Such location and address may include but not necessarily limited to the street name and number, building, unit, and zip code (e.g. Unit B-22, 1111 North Main Street, Anywhere, State, 99999).

11.2. Requirement to Register and Update Location Information

CUSTOMER IS REQUIRED TO REGISTER THE PHYSICAL LOCATION OF EACH USER'S EQUIPMENT (PHONE OR SOFTPHONE) WITH RINGOVER UPON ORDERING THE SERVICE AND UPON ADDING A USER/USERS TO AN EXISTING RINGOVER SUBSCRIPTION VIA ENTERING THE PHYSICAL LOCATION OF THE USER (INCLUDING, WHERE APPLICABLE, FLOOR NUMBER AND ROOM/SUITE/UNIT NUMBER) IN THE ONLINE ORDER FORM. CUSTOMER IS REQUIRED TO IMMEDIATELY UPDATE EACH USER’S LOCATION WHENEVER THE PHYSICAL LOCATION OF SUCH USER’S EQUIPMENT CHANGES VIA THE SETTINGS PAGE ON CUSTOMER’S WEB-BASED USER PORTAL OR, WITH RESPECT TO SOFTPHONES, VIA THE SETTINGS PAGE ON THE SOFTPHONE. CUSTOMER ACKNOWLEDGES THAT THE PHYSICAL LOCATION REGISTERED FOR THE USER’S EQUIPMENT WILL BE THE LOCATION TRANSMITTED TO THE EMERGENCY CALL TAKER, AND THAT RINGOVER’S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE THEN-CURRENT REGISTERED PHYSICAL LOCATION FOR THE USER’S EQUIPMENT. IF CUSTOMER DOES NOT ACCURATELY IDENTIFY A USER’S LOCATION UPON ORDERING THE RINGOVER SERVICE AND/OR DOES NOT UPDATE SUCH INFORMATION WHEN THE USER’S LOCATION CHANGES, 911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT EMERGENCY CALL TAKER WHEN CUSTOMER NOTIFIES RINGOVER OF A CHANGE IN THE REGISTERED LOCATION OF A USER, THERE MAY BE A DELAY IN MAKING THE NEW REGISTERED LOCATION AVAIALABLE TO ROUTE 911 CALLS AND TO ADVISE THE APPROPRIATE EMERGENCY CALL TAKER OF THE NEW REGISTERED LOCATION.

11.3. Additional 911 / e911 Limitations

THE LOCAL EMERGENCY CALL TAKER RECEIVING THE 911 CALL MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN NUMBER OR LOCATION INFORMATION. THEREFORE, THE EMERGENCY CALL TAKER MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE USER MAKING THE 911 CALL WHICH MAY DELAY OR PREVENT EMERGENCY SERVICES. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN AND IN THE EVENT OF NETWORK CONGESTION THERE IS A POSSIBILITY THAT A 911 CALL WILL PRODUCE A BUSY SIGNAL, WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, WIRELINE 911 SERVICES.

11.4. 911 / e911 Limitation of Liability / Indemnity

RINGOVER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, AND RESELLERS WILL HAVE NO LIABILITY TO CUSTOMER, ITS USERS, OR ANY THIRD PARTY FOR, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION, ARISING OUT OF OR RELATED TO, CUSTOMER, ITS USERS, OR ANY THIRD PARTY’S INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER OR TO ACCESS AN EMERGENCY SERVICE OPERATOR OR EMERGENCY SERVICES. CUSTOMER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS RINGOVERITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, AND RESELLERS FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, EXPENSES, AND/OR COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES AND COST OF SUIT) BY OR ON BEHALF OF CUSTOMER OR ANY THIRD PARTY OR USER ARISING FROM OR RELATED TO THE FAILURE OF 911/E911 TO FUNCTION OR FUNCTION PROPERLY OR RINGOVER’S PROVISION OF 911/E911 SERVICES OR FAILURE TO PROVIDE ACCESS TO 911/E911 SERVICES.

12. DID NUMBERS

When supply is sufficient, RINGOVER will make available to Customer a list of DID/telephone numbers from which Customer may choose their DID/telephone numbers. Customer will not be the owner of any DID/telephone number (including fax numbers) assigned to Customer by RINGOVER, and Customer will not transfer or attempt to transfer its number(s) to anyone else (except as provided in Section 13.2 below with respect to Porting Out). RINGOVER reserves the right to change, cancel, withdraw, or move such numbers at its sole discretion immediately upon notice. Customer will surrender all rights to the DID/telephone numbers and fax numbers upon termination of Customer’s Service if they have not been ported out in accordance with Section 13.2 below prior to such termination, and the numbers assigned to Customer may be reassigned upon termination of Customer’s Service. RINGOVER will not be liable for any direct or indirect damages or incidental costs arising out of such reassignment.

13. LOCAL NUMBER PORTABILITY

13.1. Porting In

Customer may elect to port an existing DID/telephone number to RINGOVER (“Port-In”) for use with the Service. In the event Customer elects to Port-In a number, Customer must first select a temporary number from the list of DID/telephone numbers RINGOVER presents to Customer at the time Customer orders the Service, which will be used until the Port-In is complete. RINGOVER will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customer’s reasonable directions and RINGOVER’s operating procedures. Neither RINGOVER nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties.

When Customer makes a Port-in request Customer must provide information reasonably required by RINGOVER. Any incomplete file will prevent the completion of said request. Subject to technical eligibility, the Customer may have the option to keep their existing phone numbers when subscribing to the Ringover Service. Customer acknowledges ownership of the numbers which they seek to have ported. Customer also acknowledges that porting this number will result in the termination of services associated with the ported number. RINGOVER is not liable for the termination of these associated services. Any cancellation of a Port-in request by the Customer after acceptance by RINGOVER will be charged two hundred and fifty dollars ($250 excluding tax). If Customer wishes to port the number back to their original operator, they must inform RINGOVER prior to the effective date of the number’s transfer to RINGOVER’S network. Portability of Customer’s number depends in part on the cooperation Customer’s current service provider. As such, RINGOVER cannot be held liable for any porting failures or missed deadlines. Port-in requests are handled Monday to Friday during morning business hours (from 9 am to noon CET). Any Port-in request by the Customer outside of these times, if accepted by RINGOVER, will incur an additional fee, billed to Customer.

13.2. Porting Out

Customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that RINGOVER port a number assigned to Customer by RINGOVER to a third-party provider (“Port-Out”). RINGOVER will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and RINGOVER’s standard operating procedures. All Port-Out requests must be made during the Term. In the event of any Port-Out, Customer agrees that until such time as the Port-Out is complete and Customer terminates the Service for such DID/telephone number, Customer shall remain bound by the terms of this Agreement related to that DID/telephone number. Once the Port-Out is complete, Customer must terminate the Services associated with such ported DID/telephone number in order to stop incurring charges for such DID/telephone number. Customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees in accordance with Section 20.

A Port-Out request by Customer’s new operator will result in automatic cancellation of the ported line and all related services. Customer must provide any information reasonably requested by RINGOVER to support a Port-Out request. Any Port-Out request after account termination will be denied. Numbers not Ported Out after termination of Service will be owned by RINGOVER.

14. PROPERTY

In case of closure of their account for any reason, Customer agrees that their Ringover Number can be assigned after a period of six (6) months to another customer or service. Customer expressly acknowledges that RINGOVER will not be responsible for any inconvenience or specific damages arising from such reassignment and agrees to make no claims regarding reassignment. Customer may, however, maintain their Ringover Number when requesting transfer to another operator. This request must be made by the Customer’s new telephone operator at least thirty (30) calendar days before the end of Customer’s RINGOVER subscription. However, once the Term of the Customer’s Subscription has passed, no number transfer request will be granted. RINGOVER cannot be held liable in the event of technical difficulties involving the transfer of a Ringover Number to another provider or malfunction of the Ringover Number in such case.

15. 711 DIALING

The Service allows dialing 711 to reach Telecommunications Relay Services (TRS). In the event the user’s registered location is not the same as the user’s geographic location, 711 calls may not be routed to the correct TRS center for the user’s location.

16. SERVICE EXCLUSIONS

The Service does not include directory listings and operator and directory assistance and does not support 976 or 900 calls. The Service may not support 311, 411, 511, or other X11 calling (other than 911 and 711 as detailed in this Agreement) in all or certain service areas.

17. EXCLUSION AND DISCLAIMER OF WARRANTIES

17.1. As-Is

RINGOVER PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, WEBSITES, SERVERS, CONTENT, SUBSCRIPTIONS, AND ACCOUNTS, ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK. NEITHER RINGOVER NOR ITS LICENSORS OR SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES OR OTHERWISE RELATED TO THE AGREEMENT. RINGOVER DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SERVICES OR THAT THE SERVICES WILL PREVENT TOLL FRAUD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RINGOVER DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

17.2. No Warranty

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER RINGOVER, ITS LICENSORS, NOR SUPPLIERS REPRESENT OR WARRANT THAT (I) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR PROVIDE ANY SPECIFIC RESULTS, (II) CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS OR ERROR FREE, (III) INFORMATION OR CONTENT PROVIDED TO CUSTOMER THROUGH THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THE SERVICE WILL HAVE ANY PARTICULAR UP-TIME, QUALITY OF SERVICE, OR QUALITY OF VOICE OR FAX COMMUNICATIONS.

17.3. Exclusions

WITHOUT LIMITING THE GENERALITY OF SECTION 17.1 ABOVE, NEITHER RINGOVER, ITS LICENSORS, NOR SUPPLIERS SHALL HAVE ANY RESPONSIBILITY TO CUSTOMER FOR DAMAGE RESULTING FROM THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGE TO ANY DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOADING, OTHERWISE ACCESSING, OR USING ANY CONTENT, MATERIAL, OR DATA THROUGH THE SERVICE. DOWNLOADING, OTHERWISE ACCESSING, AND USING SUCH CONTENT, MATERIAL, OR DATA IS AT CUSTOMER’S OWN RISK.

RINGOVER DOES NOT HAVE ANY RESPONSIBILITY FOR RETAINING ANY USER INFORMATION OR CONTENT OR COMMUNICATIONS BETWEEN USERS.

NO REQUEST FOR COMPENSATION WILL BE GRANTED IN THE EVENT OF TEMPORARY OR PERMANENT DEACTIVATION OF THE SERVICE.

18. CONFIDENTIAL INFORMATION

Confidential Information shall be interpreted to mean that all RINGOVER business and/or technical information, pricing, discounts and other information or data, whether in tangible or other form if marked or otherwise expressly identified in writing as confidential shall be considered privileged and not for release to others. Information communicated verbally will qualify as Confidential Information if designated as confidential or proprietary at the time of disclosure and summarized in writing within thirty (30) days after disclosure. Confidential Information excludes information that: (i) is publicly available other than by an act or omission of Customer; (ii) subsequent to its disclosure was lawfully received from a third party having the right to disseminate the information without restriction on its dissemination or disclosure; (iii) was known by Customer prior to its receipt as “Confidential Information” and was not received from a third party in breach of that third party’s confidentiality obligations; (iv) was independently developed by Customer without use of RINGOVER’s Confidential Information; or (v) is required to be disclosed by court order or other lawful government action, but only to the extent so ordered, provided Customer makes prompt written notification to RINGOVER of the pending disclosure so that RINGOVER may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, Customer will provide reasonable assistance to RINGOVER should RINGOVER attempt to obtain a protective order. Customer will protect such Confidential Information received from RINGOVER with no less care than the care it uses to protect its own Confidential Information, but in no event, with no less than a reasonable degree of care. Customer will not use or disclose RINGOVER’s Confidential Information except as permitted in this Section or for the express purpose of performing obligations under the Agreement. Customer’s confidentiality obligations will survive the termination of the Agreement. Upon termination of the Agreement, Customer will cease all use of RINGOVER’s Confidential Information and will promptly and in a manner of transmittal reasonably expected to protect the confidentiality of such information, return or, at RINGOVER’s request, and in a manner of destruction reasonably expected to protect the confidentiality of such information, destroy all Confidential Information, including all copies, in whatever form in Customer’s possession or under its control, including such Confidential Information stored on any electronic medium or device of any sort. Upon request, Customer will certify in writing its compliance with this Section.

19. LIMITATION OF LIABILITY

IN NO EVENT WILL RINGOVER OR ITS LICENSORS, SUBCONTRACTORS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, TOLL FRAUD, COST OF COVER, OR SUBSTITUTE GOODS OR PERFORMANCE. NO EXTRA COSTS RESULTING FROM SUBSTITUTE SERVICES WILL BE REIMBURSED. RINGOVER’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF ALL RINGOVERCHARGES MADE TO CUSTOMER FOR THE RINGOVER SERVICE PAID OR PAYABLE UNDER THE AGREEMENT IN THE MONTH IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR A COMPENSATION IN THE FORM OF COMMUNICATION CREDITS. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE TO THE PARTIES FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF RINGOVER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUPPLIERS.

20. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless RINGOVER, its affiliates, officers, directors, employees, consultants, agents, licensors, suppliers, and resellers from any and all third party claims, liability, damages, losses, expenses, and/or costs (including but not limited to attorney’s fees and cost of suit) arising from or related to (i) Customer’s use of the Service, (ii) violation of this Agreement (including but not limited to fraudulent or illegal use of the Service), (iii) any negligent acts or omissions or willful misconduct of Customer, or (iv) infringement or violation of any intellectual property or other right of any person or entity in connection with this Agreement.

21. SUSPENSION

On a monthly basis of the anniversary date of the Registration, RINGOVER will charge the amount of the monthly fee to the credit card provided by the Customer upon signup in accordance with the debit authorisation mandate provided upon the Customer’s signature of the Order Form, as described in Article 3.1 In case of payment rejection by the bank or refusal of payment on the part of Customer, regardless of the chosen payment method, RINGOVER will make a second attempt to procure payment after a period of seventy-two (72) hours, and a third attempt, if necessary, after a period of seventy-two (72) hours. RINGOVER will immediately suspend the Service if the third attempt is unsuccessful. Accounts suspended by RINGOVER will not be entitled to any reimbursement whatsoever, in the form of Subscription or credits. The Service will be reestablished upon payment of all outstanding invoices. It is expressly stated that outstanding invoices remain due, and that RINGOVER reserves the right to take action in order to recover its debts.

RINGOVER also reserves the right to immediately suspend the Service if it suspects that Customer is using it in an inappropriate manner or on behalf of unauthorized third parties, in particular in cases of abnormal traffic or in violation of the Agreement. RINGOVER may in particular suspend the Service in cases where RINGOVER suspects fraud or unauthorized use, or if RINGOVER determines that Customer, its Account Administrator(s) or any of its Users has provided incomplete or inaccurate information during Registration. No request for compensation will be granted in the event of temporary or permanent deactivation of the Service.

22. TERMINATION

22.1. At Customer’s Initiative

Non-binding offer or 12-month prepaid registration without time commitment.

Customer may end their contract up to the day before the anniversary date of their Registration by sending a registered letter w/receipt to the following address: Service Client, Ringover Inc, 185 Alewife Brook Parkway Suite 210 Cambridge, MA 02138 or by email to the following address: [email protected] Previously purchased credits will not be refunded. Customer may also at any time cancel the Licenses corresponding to the Ringover User accounts of their choice from their online portal, without no right to claim any reimbursement from RINGOVER.

Durable plan with time commitment.

Customer subscribing to a plan with long-term commitment has the right to cancel their commitment by registered letter with acknowledgment of receipt, sent at least three (3) months before the end of the Initial or current Renewal Term to the following address: Ringover Inc, 185 Alewife Brook Parkway Suite 210 Cambridge, MA 02138. Customer will owe cancellation fees equaling the average total amount of the three most recent invoices (or by default the amount of the last invoice), tax excluded. This amount will be multiplied by the number of months remaining until the end of the Customer’s Initial Term or Renewal Term.

22.2. At RINGOVER’s Initiative

RINGOVER reserves the right to suspend the account of Customer and to terminate the Account and this Agreement immediately if Customer or its User(s) does not comply with these Terms or uses the Service in a manner that is harmful to RINGOVER or to third parties. RINGOVER may terminate without cause, (i) 12-month non-binding or prepaid registrations with a notice period of three (3) days, and (ii) binding registrations with a notice period of three (3) months. Where applicable, RINGOVER will reimburse Customer for the Registration fee already paid in proportion to the remaining period. In the case of cancellation of the Service at the initiative of RINGOVER, RINGOVER may claim indemnities from the Customer for anticipated cancellation, as defined in article 20.1 above, as well as late fees as described in Article 6.1 of the present Terms. RINGOVER may without warning terminate the account of a Customer having subscribed to the Discover plan if Customer has not made or received a call for a period of 3 consecutive months. In every case, RINGOVER will inform Customer by email or phone. Customer shall not claim compensation from RINGOVER whatever the cause of either termination or the temporary or permanent deactivation of Service.

22.3. Effect of Termination / Expiration of Subscription

In the event of termination of this Agreement for cause, for any reason, or upon Customer providing the required notice of termination of Customer’s RINGOVER subscription, Customer shall immediately cease use of the Service and permanently destroy all copies of the software portion thereof within Customer’s possession or control. Such software must be end-user accessible and suited for such destruction without damaging any hardware associated therewith. All software licenses granted in conjunction with, and all subscriptions to the Service shall terminate immediately upon the termination of this Agreement. Upon termination, RINGOVER may deactivate or delete Customer’s account and all related information and files therein and/or bar any further access thereto, and Customer shall have no further access to any Customer-assigned DID/telephone number (unless Port-Out of such phone number was completed prior to termination of this Agreement). All provisions concerning confidentiality, license grant and restrictions, IP ownership, warranty disclaimers, limitation of liability, and indemnity (as well as any other terms which, by their nature, are intended to survive termination) of this Agreement will survive the expiration of Customer’s RINGOVER subscription and any termination of this Agreement.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1. Governing Law

The Agreement and any claims, disputes, or controversies arising out of or relating to the Agreement (“Disputes”) will be governed by the laws of the State of Delaware applicable to contracts entered into and performed in the United States of America without regard to its choice of law principles, excluding choice of law principles and the United Nations Convention on Contracts for the International Sale of Goods.

23.2. Arbitration

Subject to Section 23.1 and 23.3, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

23.3. Injunctive Relief

Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction in order to protect its rights pending arbitration.

23.4. Time Limit

Actions on Disputes between the parties must be brought in accordance with this Section within one (1) year after the cause of action arises.

24. MISCELLANEOUS

24.1. Compliance

The parties will observe all applicable laws and regulations, including export and re-export laws and regulations, when using the Service.

24.2. Intellectual property rights

RINGOVER is and remains the owner of the intellectual property rights to the Service, in particular the source codes, and this Agreement does not transfer any intellectual property rights to Customer and/or Users. Customer has the right to use the functionalities of the Service, which is personal, non-exclusive, non-transferable and limited to the duration of the Service, and which is carried out by remote access from the Customer’s site to the RINGOVER server. In particular, Customer is formally forbidden :

  • to proceed with any form of reproduction or representation of the Service or its documentation, or to alter or mask in any way whatsoever the trademarks, distinctive signs, copyright notices affixed to the Service;
  • to intervene in the Service in any way and for any reason whatsoever, including to correct errors, the evolutionary and corrective maintenance being provided by RINGOVER;
  • to modify or seek to circumvent any protection device of the Service.

Customers remains the owner of all the Data and information transmitted, and of that which has been processed by RINGOVER.

24.3. Use of RINGOVER’s Logo

RINGOVER reserves the right to use the logos of its Customers for the purpose of promoting its activity and in advertising campaigns on any communication medium (newsletter, press releases, website, etc.).

Furthermore, RINGOVER grants Customer a non-transferable, non-assignable and non-exclusive right, free of charge and revocable, to use Ringover’s logo and/or the name Ringover solely in the reference lists of its clients, subject to and as long as the Customer does not add any other written indication and uses the logo in accordance with the graphic charter and positioning approved by RINGOVER without any change.

24.4. Assignment & Subcontractors

RINGOVER may assign the Agreement to any of its affiliated entities or to any entity to which RINGOVER may sell, transfer, convey, assign or lease all or substantially all of the assets or properties used in connection with its performance under the Agreement. Any other assignment of the Agreement or any rights or obligations under the Agreement without the express written consent of the other party will be invalid. RINGOVER may partner with others or subcontract any or all of its obligations under the Agreement but will retain its responsibility to Customer for the timely performance of the work necessary to the provision of Service properly paid for by Customer.

24.5. Force Majeure

Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including without limitation, fire, flood, Act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials, systems, subsystems, components, underlying services or transportation facilities (“Force Majeure”).

24.6. Notices

Any notice required or permitted under this Agreement shall be deemed properly made when delivered by email, facsimile, messenger, overnight courier, or mailed via Certified or Registered Mail (Return Receipt Requested) if to Customer: to the information RINGOVER has on file; and if to RINGOVER: to Ringover Inc, 185 Alewife Brook Parkway Suite 210 Cambridge, MA 02138. Notices will be considered effective when sent or posted.

24.7. Entire Agreement

The Agreement, including any Attachments, constitute the entire understanding of the parties with respect to the subject matter of the Agreement and will supersede all previous and contemporaneous communications, representations or understandings, oral and/or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties. If any provision of the Agreement is determined to be unenforceable or invalid by court decision, the Agreement will not be rendered unenforceable or invalid as a whole, and the original unenforceable provision will be changed only minimally as required for it to be enforceable and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law. The failure of either party to assert any of its rights under the Agreement, including, but not limited to, the right to terminate the Agreement in the event of breach or default by the other party, will not be deemed to constitute a continuing or permanent waiver by that party of its right to enforce each and every provision of the Agreement in accordance with their terms.

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