RingOffice Corp.Terms of Service

Acceptable Use Policy (AUP)

The intent of the RingOffice Acceptable Use Policy (AUP), is to assist RingOffice’s commitment to being a responsible network citizen. All of RingOffice’s customers and any downstream customers including visitors or customers using RingOffice Services (the “Service” or “Services”) must comply with this AUP.

• RingOffice may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Violating any terms listed in this AUP may result in suspension or termination or your account without notice. RingOffice reserves the right to refuse service to anyone.
• In consideration of providing services, RingOffice shall charge to the customers a periodic fee as stated in this agreement.
  • The periodic fee shall be subject to change upon thirty days written notice. As a user of RingOffice, you agree that you are at least 18 years of age (or have permission from a parent or guardian to use this service) and will abide by the policies of RingOffice.
• It is understood that information on the Internet may be unedited, uncensored, and offensive to you. You access such information at your own risk. RingOffice does not censor or exercise editorial control over content on the Internet including any web sites, email, news groups, or anything that can be accessed through our services.
• We reserve the right to remove anything that in our sole discretion violates this AUP, is illegal or may subject RingOffice to potential liability.

Definitions

“Agreement” means the Client Services Agreementincorporated with the herein Terms of Service, as well as any Schedules, order forms, quotations and all documents supplementing, amending, modifying, or confirming the Agreement and includes RingOffice’s Acceptable Usage Policy (“AUP”), Privacy Policy, Fair Usage Policy (“FUP”), which can be viewed by requesting a copy by email.

“Client” means such Client that has entered into the Agreement with RingOffice by signing the Client Services Agreement and is also therefore is bound to the herein Terms of Service as incorporated into the Agreement.

“Equipment” means any equipment, facilities and products, including but not limited to modems, routers and handsets, RingOffice provides to Client in order for the Client to Use the Service.

“Fees” means the rates and charges set out in the Service Applicable as well as any additional usage charges, surcharges, pricing and features applicable to any specific Service.

“Parties” means Client and RingOffice and “Party” means either one.

“RingOffice” means RingOffice Corp. and, where the context permits, any business names that RingOffice may do business under such as CI Gear and/or VOIP Superstore, RingOffice subsidiaries, or any related and/or associated companies.“we”, “us”, and “the Company” will also mean RingOffice.

“Service” or “Services” means the telecommunications, networking solutions, and any other services RingOffice provides to the Clientthat will be explicitly stated on the Client Services Agreement.

“Schedule” means all additional schedules that are attached to this Agreement and any additional schedules executed from time to time by the Parties.

“User” includes any person, as denoted on the Client Services Agreement, including but not limited to the Client, Firm, Corporation or any other person, employer or contractor that utilizes the Services or otherwise uses the Services through the Client’s authorization, or through any other means utilizes the Services. Derivative terms such as “Usage” and “Use” will have corresponding meanings.

THESE TERMS AND CONDITIONS, ALONG WITH THE CLIENT SERVICES AGREEMENT,ACCEPTABLE USAGE POLICY (“AUP”) AND FROM TIME TO TIME, OUR PRIVACY POLICY, INTERNET USAGE POLICY, FAIR USAGE POLICIES AND OTHER APPLICABLE POLICIES, MAY BE CHANGED AND UPDATED FROM TIME TO TIME BY RINGOFFICE. RINGOFFICE MAY POST UPDATED TERMS AND CONDITIONS ON ITS WEBSITE AND MAY ADDITIONALLY PROVIDE CLIENT NOTICE OF ANY CHANGES TO ANY APPLICABLE POLCIES OR AGREEMENTS BY LETTER OR IN THE CLIENT’S MONTHLY BILL. THE CLIENT’S CONTINUED USE OF THE RELEVANT SERVICES THEREAFTER WILL BE DEEMED ACCEPTANCE BY CLIENT OF SUCH CHANGES. RINGOFFICE FURTHER RESERVES THE RIGHT TO MODIFY, REVISE, SUSPEND, DISCONTINUE, AND TERMINATE THE SERVICES, OR ANY PART OR CONTENT OF THE HEREIN AGREEMENT, INCLUDING THE INCORPORATED CLIENT SERVICES AGREEMENT, AT ANYTIME WITH OR WITHOUT NOTICE TO YOU AND RINGOFFICE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY SHOULD IT EXCERSISE SUCH RIGHTS.

Use Of Services

• • RingOffice agrees to provide the Client with the Services specified in the Client Services Agreement.

• • Client is liable for any and all Use of the Services by any User, including but not limited to any user who is reasonable associated to the Client through business, family, or otherwise and Client shall remain solely responsible to RingOffice for, including but not limited to, any and all payments for all Use of Service ordered and/or billed to the Client’s telephone number(s), for determining who is authorized to use Services, and for promptly notifying RingOffice, by writing, of any unauthorized use of the Services.

• • Client agrees to indemnify RingOffice against any and all fees, charges, damages, liability, costs and expenses, includingbut not limited to, reasonable legal fees associated with such Use of the Services, save and except for any matters which arise from the negligence of RingOffice. You further agree to defend, indemnify and hold harmless RingOffice from and against all liabilities, costs and expenses,including reasonable legal fees, related to or arising from: (a) any violation of applicable laws, regulations or this Agreement by you (or any parties who use your account, with or without your permission, to access the Service); (b) the use of the Service, the Software, the Equipment or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Service); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Service); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of the other party; or (e) claims for infringement of any intellectual property rights arising from the use of the Service, the Software, the Equipment or the Internet.

• • RingOffice provides the Services to the Client as an independent contractor. In subscribing for the Services, Client obtains no proprietary right or interest in any particular facility, service, equipment, telephone number, or code associated with the Services nor does the Client obtain any rights at law or at equity, beyond the Scope of the Agreement, as related to RingOffice and its Services.
  • RingOffice makes no representation or warranty that the Services are compatible with any particular facilities, equipment, or other infrastructure.

Term And Termination/Suspension

• The Term of the Agreement will commence on the date that the Services are activated. The Services will be activated for an initial term as specified on the Client Services Agreement. The Agreement will automatically renew for successive terms of equal length, but may vary in cost, unless the Client or RingOffice give advance written notice of termination to the other party of at least thirty (30) days before the end of the then current term, or as specified on Client Services Agreement.
• RingOffice may suspend or terminate the Service without any liability or legal consequence to Client whatsoever and can suspend or terminate the Service at any time with written notice of suspension or termination, with such written notice being effective forthwith from the date the notice is given.
• If Client, or a User as may be reasonably applicable in the circumstances :
  • fails to pay Client’s account, which may or may not be in arrears;
  • fails to meet RingOffice’s credit requirements;
  • becomes bankrupt, or otherwise insolvent;
  • is reasonably suspected by RingOffice of Using the Services in a fraudulent or illegal manner;
  • fails to comply with RingOffice’s reasonable usage policies instituted from time to time, including the AUP, FUP; or
  • otherwise interferes with RingOffice’s facilities, equipment, network, proprietary information, client through direct or indirect solicitation, or telecommunication connections (weather locally, provincially, nationally, or globally).

The Client will therefore be deemed to be in material breach of the Agreement. The Agreement will therefore be automatically terminated by RingOffice and the Client will be liable to RingOffice for any and all damages, payments, charges, liens, or otherwise applicable remedies at law or in equity that RingOffice may have as stemming from such breach of the Agreement.

• RingOffice reserves all rights in law and/or equity in order to canvass legal actions in a court of competent jurisdiction for any material breach of the Agreement and RingOffice will be indemnified for such legal fees from the Client.
• Prior to suspension or termination of the Services, RingOffice will try to make all reasonable efforts to provide Client with advance notice stating the reason for the suspension or termination of the Services, the applicable amount owing by the Client, and any notice period that will be determined in RingOffice’s reasonable discretion, during which Client will have the opportunity to rectify the reason for the proposed suspension or termination.
• If Client wishes to terminate the Agreement during the initial term, which can only be done by writing a notice duty thirty (30) days during the initial term as set out in the Client Services Agreement. In this event, the Client shall pay RingOffice, which the Client accepts is not a penalty, an amount which is equal to:
  • fifty percent of the average monthly usage (where applicable), based on the previous six month’s usage; plus
  • one hundred (100) percent of the monthly recurring charge for each of the Services, multiplied by the number of months remaining in the then current term, including without limitation, installation charges, removal costs, rental costs, and Client will forfeit a refund of any prepayment or deposit made for the Services.
• In the event of a suspension or termination of the Service, all features and services, including emergency 9-1-1 services, will also be suspended or terminated. A suspension or termination will not affect Client’s obligation to pay any amounts owed to RingOffice either during or after the suspension or termination, including the full month’s charges for the month where the Client’s Service is suspended or terminated.
• If the Service is suspended or terminated, then a reconnection service charge may be applied for reconnecting the Service. Following a suspension or termination of Service, RingOffice cannot guarantee and makes no warranties whatsoever about the availability or resumption of any previous numbers, codes, or other identifiers that may have been applicable to Client.

Rates And Changes

• Client shall pay the rates and charges for all Services as set out in the Agreement, including applicable usage fees, fixed monthly charges, installation, upgrade and support fees, and any other charges incurred by the Client in using the Services.
• In addition to rates and charges as owed by the Client to RingOffice, Client shall be responsible for and pay any and all applicable Provincial and Federal taxes, interest on prior overdue amounts to RingOffice, and any administrative surcharges for returned cheques to RingOffice, including but not limited to NSF charges, as specified on RingOffice’s invoice.
• RingOffice reserves the right to change the rates for any and all Services upon thirty days advance notice.

Other Applicable Fees Relating To Certain Services:

• Please contact RingOffice Customer Service as provided in these Terms and Conditions for updated rates, fees, surcharges, pricing and features applicable to any specific Service, including those described in the Client Services Agreement and there referred herein.

Local And Long Distance Services

• Additional per call charges will apply for calls using the toll free, as opposed to local access dial, phone numbers.
• Additional per minute surcharges may apply for all RingOffice long distance voice services in respect of calls terminating on mobile phones or special country code terminations in certain Countries.
• Applicable cellular service charges will continue to be invoiced by your cellular service provider.
• All of RingOffice’s rates, fees, pricing and features are subject to change without notice. If Client would like confirmation of such terms before using a Service, please contact RingOffice Customer Service at helpdesk@ringoffice.com.
• RingOffice seeks, but makes no representation that we will do so, to provide twenty-four hour turnaround on e-mail inquiries.

Billing And Payments

• RingOffice will invoice Client monthly. Fixed charges will be billed monthly in advance to the Client and other charges will be billed to the Client in the current month.
• Invoiced amounts are due fifteen (15) days from the date of invoice, without any right of deduction or setoff. RingOffice will charge Client late payment  charges on any outstanding balances at a rate of 2.5 % per month or the maximum allowable by law, whichever is less.
• Client may apply for and pay invoices by pre-authorized payment (“PAP”). By so doing, Client authorizes RingOffice to deduct directly all invoiced amounts from the account that the Client designates as its financial institution, or applicable credit card account.
• Client shall bring all invoice disputes to RingOffice’s attention in writing within twenty days of the invoice date, otherwise Client will be deemed to have accepted the contents of the invoice and will have no further right to challenge the invoiced amounts.
• Within 5 days of a billing dispute notice, Client shall provide detail documentation supporting the alleged dispute. Failure to do so shall render the dispute invalid and Client shall pay the disputed amount in full according to the payment terms set out herein, including applicable interest.
• DSL service may share the Client’s current telephone line and service. It is the Client’s sole responsibility to maintain the phone line and phone number of original installation in continuous working order with the local phone company in order to receive the Services. A Client who disconnects telephone service remains responsible for monthly service fees, Early Termination Fees and all other fees, charges and other obligations provided for in this Agreement. Any change in phone service will result in downtime while service is disconnected or re-established.

Credit

• As a precondition to providing Services or the continued provision of Services, Client consents and agrees that:
  • RingOffice may check Client’s credit rating from time to time, including in advance of initiating Service. Client consents to the receipt and provision of account information from and to credit grantors and credit bureaus, as well as collection agencies if and as required.
  • RingOffice may require that the Client provide a security deposit and/or special payment terms and/or prepayment for Services as RingOffice may reasonably determine.

Equipment

• Where required, RingOffice will provide and install Equipment to provide the Client with such Services. Title and ownership to the Equipment will at all times remain with RingOffice and Client will have no right, title or interest in or to the Equipment except to use the Services, unless the Client purchases the Equipment and can verify to RingOffice they are the absolute legal owners of such Equipment. Client shall not put a lien or encumbrance on the Equipment in a way that would impair the Equipment.
• In the event you purchase the Equipment from RingOffice, RingOffice will pass through to the Client any manufacturer’s warranty associated with the Equipment and Client agrees to rely solely on the warranties provided by such third party suppliers.
• The Equipment will be considered in good workman like condition, unless Client provides notice to RingOffice to the contrary within five days of receiving the Equipment.
• Client shall:
  • not re-arrange, disconnect, remove, reconfigure or remove any Equipment, including passwords, except as specified by RingOffice;
  • upon de-activation or termination of Services, return Equipment immediately to RingOffice in good workman like conditions. Charges for Equipment will continue until the Equipment is returned. Failure to return the Equipment and/or Failure to return the Equipment in good workman like condition may result in RingOffice repossessing the Equipment, at Client’s expense, or Client paying RingOffice the replacement, refurbishment, or any such other costs associated with rectifying such Equipment; and
  • pay the replacement value of the Equipment, as well as any applicable shipping and handling fees, if the Equipment is damaged, lost or stolen while in the Client’s care, and/or possession, or when returned to RingOffice in an unusable condition.

Provision Of Service

• Client shall provide RingOffice access to its premises at RingOffice’s reasonable request in order for RingOffice to make necessary installations, services, inspections, maintenance, tests as necessary for the provision of Services, andin order for RingOffice to repossess or remove Equipment it has provided to Client.
• Client agrees that RingOffice may conduct a preliminary check to determine if a Service is available in Client’s area.
• RingOffice will provide Service only where commercially reasonable. RingOffice may refuse to provide Service where commercially unreasonable including, but not limited to, where or when:
  • RingOffice would have to incur unusual expenses which Client will not pay; for example, special construction; or
  • Client owes amounts to RingOffice that are past due other than as a guarantor; or
  • RingOffice reasonably suspects that Client will use in the Service in an illegal or fraudulent manner; or
  • Client does not provide credit information satisfactory to RingOffice or a reasonable deposit, as requested by RingOffice from time to time and as determined, at least in part, by Client’s Usage patterns and quantity.

Service Interruption And Maintence

• RingOffice Service is provided on a reasonable and best efforts basis, as things beyond RingOffice’s control may affect the Service, such as power outages, fluctuations in the Internet, and Client’s underlying broadband service. RingOffice will not be liable for any such interruption of Services.
• RingOffice does not guarantee, and will not be liable for, uninterrupted operation of Service, or of its equipment, facilities, connections or network, or that there will not be delays, errors, defects or failures associated with the Services.
• RingOffice may interrupt Client’s Service at any time, without any notice or liability, in order to install, repair, replace or to perform necessary maintenance on the Equipment or for other technical reasons as may be required. RingOffice will act in good faith to minimize disruptions to Client use of the Service.

Service Limitations

• The Equipment and the Service, INCLUDING 9-1-1 SERVICE, will not work during a power outage, broadband service outage, interruption or slow-down, or other service interruption or problem with the relevant computer apparatus. Client may be required to reset or reconfigure the Equipment, as the case may be, prior to utilizing the Service following a power outage, broadband service outage or other service interruption or rectification of the computer apparatus problem.
• Use of the Services:
  • Does not support 900/976 calling, and therefore Client will not be able to make 900 calls using the Service;
  • Does not support collect calling;
  • Does not come with a telephone directory;
  • Only works on a high-speed Internet connection and service quality may vary depending on the quality, upload speed and service level of the high-speed Internet connection and other factors/third party services providers extraneous and remote to RingOffice and its providing of the Service.

Emergency/9-1-1 Limitations

• Client acknowledges that RingOffice utilizes voice over Internet protocol (“VoIP 9-1-1 service(s)”) for the delivery of local voice services. This is an important difference from traditional wireline local services and affects the quality and nature of 9-1-1 services available. As a result, the VoIP 9-1-1 serviceas provided by RingOffice, through the Services, have certain limitations compared to Enhanced 9-1-1 services (“E 9-1-1”) available for most wireline local services. There herein RingOffice Terms of Service limited and disclaims liability related to VoIP 9-1-1 service, so please read the below carefully, as differences include but are not limited to:
  • a bilingual call centre agent will answer the 9-1-1 emergency call, request the caller’s location, the emergency service required, and route the call to the 9-1-1 public service answering point (“PSAP”) serving the location provided by the caller;
  • unlike tradition E 9-1-1 service, the caller’s location information and phone number may not be automatically delivered to the VoIP 9-1-1 call centre and call control features that provide the PSAP agent with control over the line on which the 9-1-1 emergency call is made;
  • the caller’s location and telephone number may not be automatically transmitted with the 9-1-1 emergency call. The caller must be able to verbally communicate his/her location to the call centre agent;
  • if the caller is unable to speak, the 9-1-1 operator may assume that the caller is at the last registered address for the local voice service. Customers need to keep their location information current with RingOffice;
  • VoIP 9-1-1 emergency calls made from locations outside of Canada cannot be completed by the call centre agent. The caller will be told to use an alternate service to VoIP 9-1-1, such as using a cell phone;
  • Traditional wireline 9-1-1 are not available in all locations within Canada. VoIP 9-1-1 service within Canada are subject to the availability of traditional wireline 9-1-1 service at the caller’s physical location. If 9-1-1 is not available from User’s location, User should contact emergency services such as fire, police or ambulance directly;
  • VoIP 9-1-1 service will not function if the Equipment is not configured properly or if Client’s Service is not functioning for any reason, including but not limited to, any interruptions of the Services;
  • VoIP 9-1-1 service will not be available during a power outage and will be unavailable during a broadband Internet outage;
  • VoIP 9-1-1 services will not be available if Service is suspended or terminated by RingOffice;
  • VoIP 9-1-1 calls from RingOffice’s local voice service will take longer to be connected to the emergency authority than those made from a traditional wireline phone or cell phone;
  • Client understands the 9-1-1 limitations of RingOffice’sVoIP 9-1-1 Service and Client acknowledges that it is their obligations to make all other Users, or potential Users, of the Service aware of these limitations. RingOffice is immune from any liability at law related to the Client or a User not being able to call 9-1-1 through the Services;
  • At the time of Service activation, Client agrees to provide RingOffice with accurate address information for 9-1-1 purposes for each of its phone numbers that may dial 9-1-1 (ANI / Caller ID). If Client moves users of a phone number to a different physical location, it must update the 911 address with RingOffice for the affected number forthwith;
  • If a 9-1-1 call is placed through RingOffice from an unregistered ANI (CallerID) or from a registered number with no address or an incorrect address, the Client may be charged a Rogue 9-1-1 fee of upto $250; and
  • Failure to register a phone number for 9-1-1 and/or failure to provide an accurate address to RingOffice may also result in Emergency Response being dispatched to the wrong address. The Client will be responsible for all applicable fee’s related to such Emergency Dispatch.
• Callers to VoIP 9-1-1 Service should:
  • be prepared to provide their physical location, call back number, and provide a detailed description of the nature of the emergency; and
  • not hang-up unless told to by the 9-1-1 call centre agent. If a caller is disconnected they should redial 9-1-1.
• If the Client does not understand or does not agree with the limitation of VoIP 9-1-1 services, then Client should consider alternative arrangements to provide access to traditional 9-1-1 or E 9-1-1 services. 9-1-1 services are mandatory on local voice services. RingOffice’sVoIP 9-1-1 service will be provisioned on all applicable Services. Any alternate arrangement will be in addition to RingOffice’s applicable Service.
• The Client understands that it is their obligation to ensure that all Users are aware of the limitations of VoIP 9-1-1 services. The Client understands the limitation of VoIP 9-1-1 services and assumes all liability and responsibility for the provision of emergency services and agrees to hold RingOffice, its officers, directors, employees, agents, and associated persons harmless for any injury, death or damage whether direct or indirect that may result from:
  • the VoIP 9-1-1 service provided by RingOffice, including but not limited to, situations of unavailability of 9-1-1 as described in these terms and conditions and incomplete or incorrect address information provided by the Client);
  • Client’s failure to obtain access to conventional 9-1-1 service as part of a telephone line subscription from another telephone company under separate agreement; or
  • Client’sand/or user’s failure, negligence, or delay in utilizing conventional 9-1-1 service.

Telephone numbers and portability

• Telephone numbers and numbers or addresses for other Services are a limited public resource. Client does not own the number(s) assigned to it and RingOffice reserves the right to change the number(s) assigned to Client where required. RingOffice will take all reasonable measures to prevent such occurrences.
• At Client’s request, RingOffice will facilitate the transfer of Client’s existing telephone numbers to the Services. RingOffice will not be responsible for any termination fees imposed by any other service provider as a result of Client transferring telephone numbers to RingOffice. RingOffice cannot guarantee or warrant the date on which Client will be able to switch the telephone number, nor can it guarantee or warrant that Client will be able to transfer its telephone number to the Services. RingOffice may provide Client with a temporary telephone number.

Confidentiality

• In addition to the provisions of any confidentiality agreement between the Parties, each Party shall hold all confidential information of the other Party, including the terms of this Agreement, passwords, intellectual property, methods, procedures, price lists, services, and any and all other information that can reasonably be considered confidential by RingOffice (the “Confidential Information”) in confidence, and shall not disclose such Confidential Information to any third party without the prior written consent of the other Party, unless required by law.
• In addition to any other remedies a Party may have at law or equity or under this Agreement, if a Party breaches any confidentiality obligations including but not limited to disclosing, directly or indirectly, any Confidential Information, then the Parties agree that any further or continuing disclosure will cause irreparable harm to the other Party, and that Party will be entitled to an injunction barring any further disclosure of such confidential information, in addition to monetary damages for such breach of confidentiality and the disclosing Party agrees not to defend and will consent to such injunction and related damages.
• Notwithstanding the above, Client authorizes RingOffice to disclose information including, but not limited to, name, address and telephone numbers in the following circumstances:
  • another telecommunications company as is required at RingOffice’s discretion, so that RingOffice may provide the Services to the Client;
  • a company involved in providing communications directory and related services;
  • RingOffice’s agents and affiliates;
  • emergency services in an emergency situation;
  • a credit collections agency;
  • a person who, within the reasonable discretion of RingOffice, is an agent of the Client; and
  • any other third party, upon receiving the consent of the Client, or as is required by law;
  • Client shall treat all access codes and passwords related to the Services as confidential; and
  • If Client discovers such codes or passwords are stolen, lost, and/or used in an unauthorized manner, Client shall immediately notify RingOffice by emailing helpdesk@ringoffice.com or calling +1-647-660-1111 or +1-844-263-3333.

Warranty Disclaimer And Limitation Of Liability

• Except as specifically provided, RingOffice makes no warranties of any kind in connection with its , telecommunication and internet services, network, connections, Equipment, facilities, and/or Service, as contemplated herein, whether written or oral, statutory, express or implied, including without limitation the warranty of merchantability and the warranty of fitness for a particular purpose or use, and all such representations, warranties, or conditions of any kind are, to the extent permitted by applicable law, hereby excluded. You acknowledge and agree that the Service, equipment and software supplied by RingOffice during the course of RingOffice’s provision of the Service is provided on an “as is” or “as available” basis.
• RingOffice will not be liable to Client or any other persons or users for any indirect, consequential, special, incidental, reliance or punitive damages, or for any lost profits of any kind or nature whatsoever, regardless of the foreseeability thereof, arising out of the provision of Service or in any way arising out of the Agreement and any related agreements or policies of RingOffice. The Client’s exclusive remedy and the absolute extent of RingOffice’s liability, if any, for damages for any cause whatsoever under the law will be no more than recurring charges paid by Client for the affected Service for the one month preceding the event alleged to have caused the damages.
• Client must institute any legal action arising in connection with this Agreement within one year after the cause of action arises, notwithstanding the Limitation Periods set out in Limitations Act, 2002, S.O. 2002, Schedule B.
• For the purpose of this Section, “RingOffice” includes all of its shareholders, directors, officers, employees, agents, affiliates, subsidiaries, related companies, or any business name related to RingOffice.
• In addition to any other indemnities contained in this Agreement, Client shall indemnify and defend RingOffice, its affiliates, and each of their shareholders, directors, officers, employees, agents, contractors, licensors, and suppliers from and against all claims, losses, expenses, damages and costs, including reasonable legal fees, resulting from any action, inaction, or breach of this Agreement by the Client or other user. The provisions of this Section shall survive termination or expiration of the Agreement.
• In no event shall RingOffice (or its officers, employees, parent, subsidiaries, or affiliates), its third party licensors, providers or suppliers be liable for: (a) any direct, indirect, special, consequential or incidental damages, including without limitation, lost profits or loss of revenue or damage to data arising out of the use, partial use or inability to use the service, the software or the equipment, regardless of the type of claim or the nature of the cause of action, including without limitation, those arising under contract, tort, negligence or strict liability, even if RingOffice has been advised of the possibility of such claim or damages, or (b) any claims against you by any other party.

RingOffice Intellectual Property And Proprietary Informaton

• • RingOffice or its affiliates or licensors, as the case may be, are the exclusive owners of all names, trade-marks, trade names, service marks, and any copyright material relating to the Services (“Intellectual Property”). Nothing in these Terms and Conditions contemplates or creates permission of use of Intellectual Property for any marketing or advertisement by Client or a transfer of license of Intellectual Property from RingOffice to Client.
  • Client acknowledges and agrees that, in entering into the Agreement with RingOffice, it will haveobtained detailed confidential and proprietary information and potential trade secrets, marketing schemes, Service procedures, telecommunication methods and infrastructures concerning RingOffice’s business (the “Proprietary Information”). Therefore, the Client acknowledges that disclosure, weather intentional, direct, indirect, or negligent of any of the Proprietary Information to competitors of RingOffice or to the general public, or the use of same by any competitor of RingOffice would be highly detrimental to the interests and provision of services by RingOffice as a Business and related to the Services.
  • The Client hereby covenants and agrees that it shall maintain the confidentiality of all Proprietary Information and shall not use such information, howsoever obtained, for any purpose whatsoever until the date, if any, on which (i) the relevant information becomes available to the public without breach of this Agreement or similar agreements or (ii) the Client is required to disclose such information by any law (including rule or regulation) or any court or governmental or regulatory authority of competent jurisdiction, in which case the Client shall be entitled to disclose or make use of such information only to the extent it is so required by law provided that before disclosure is made, to the extent legally possible, notice of the legal requirement is provided to RingOffice in writing and, to the extent possible in the circumstances, RingOffice is afforded the opportunity to dispute the requirement or otherwise protect the subject Proprietary Information through any mechanism at law.
  • For greater certainty, nothing in this Section shall limit the Clients ability to use the Services as provided for in the Agreement.
  • The provisions of this Section shall survive the termination or expiration of this Agreement.

Non-Solictiation/Non-Disparagement

• • • The Client shall not, during the duration of the Services as outlined in the Agreement and for a period of two (2) years after, directly or indirectly in any manner whatsoever:
      • canvass to solicit or actually solicit any of RingOffice’s Clients;
      • procure or assist the canvassing to solicit or actual soliciting any Client of RingOffice, any Person that was a Client of RingOffice, and any reasonably prospective Client of RingOffice;
      • induce or attempt to induce any director, officer, partner, employee or agent of RingOffice to leave the employ or contract of RingOffice;
      • in any way interfere with the relationship between RingOffice and any such Person, Business, Client, or Hire (weather by contract or not);
      • directly or indirectly canvass to solicit or actual solicit nor shall they interfere in the relationship between RingOffice and any Person who was an director, officer, partner, employee or agent of the RingOffice for a period of one (1) year from the date such Person was terminated or left the employ of RingOffice without the prior written permission of RingOffice; or
      • induce or attempt to induce any customer, Client, supplier, licensee or other business relation of RingOffice to cease doing business with RingOffice or in any way interfere with the relationship between any such customer, Client, supplier, licensee or business relation of the RingOffice.
    • Non-Disparagement:The Client shall not, during the Agreement term, take any action or publish any communication which could reasonably be expected to have a materially negative impact on the reputation of RingOffice, its products, and/or Services, including in social media formats.

Violations Of RingOffice’s Acceptable Use Policy:

• • • As a RingOffice customer using RingOffice’sVoice, Internet or Other Services (the “Service”), you are prohibited from using the Service in conducting activities that include, but are not limited to:
      • Illegal Use: Using the Service in a manner that violates any local, state or federal law.
      • Harm to others: Using the Service to harm others, including but not limited to minors.
      • Threats & Harassment: Using the Service for abusive, profane, libelous, slanderous, threatening or otherwise harassing posts.
      • Fraudulent Activity: Using the Service to make or participate in fraudulent activity including financial scams.
      • Unsolicited Broadcast Email and Unsolicited Commercial Email (“Spam” or “Spam mail”): Please see Section20of this AUP.
      • Forgery or impersonation: Adding, removing or modifying identifying network header or Caller ID information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation. Using deliberately misleading headers in news postings in order to avoid spam email address collectors is allowed.
      • Copyright or Trademark Infringement: Using the Service to transmit, publish, upload, download, store, receive, retrieve, or post any material that infringes any copyright, trademark, patent, trade secret, or other propriety rights of a third party without prior authorization from the rights holder(s).
      • Fraudulent use of Telecommunications Services: Using the Service to transmit, post, receive, retrieve, store or otherwise reproducing, distributing or providing access to any program or information designed to assist in the fraudulent use of telecommunications services.
      • Transmitting Viruses and other Malicious Software (malware): Using the Service to transmit and/or post any information or software which contain viruses, “ransomware,” “spyware,” “Trojan horses,” “worms” or other intentionally malicious software. This does not include software that causes unintentional harm due to some deficiency.
      • Collection of personal data: Using the Service to collect, or attempt to collect, personal information about third parties, such as other RingOffice users, without their knowledge or consent.
      • Usenet: Not following the terms of the Acceptable Use Policy provided by our third party providers and are subject to all terms and conditions.
      • Unauthorized access: Using the Service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of RingOffice’s or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data.
      • Short Call, Robocall, Auto Dialer: Use of RingOffice services for applications such as Short Call, Robocall, Auto Dialer and other such applications are strictly prohibited without express consent of RingOffice and may result in the cancellation of your account and services.
      • Reselling the services: Reselling the Service without RingOffice’s authorization.
      • Network disruptions and unfriendly activity: Using the Service for any activity which adversely affects the ability of other people or systems to use RingOffice’s services or the Internet. This includes “denial of service” (DoS) attacks against another network host or individual user. Interference with or disruption of other network users, network services or network equipment is prohibited. It is the customer’s responsibility to ensure that their network is configured in a secure manner. A customer may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A customer may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner.
      • Hosting&Cloud Servers:Where hosting and cloud servers are provided by RingOffice,content hosted or stored on servers must conform to local, Provincial and Federal regulations. RingOffice reserves the right to remove content that is pornographic, deemed to be offensive, or violates trademark or copyright laws, at its sole discretion. RingOffice does not provide training or technical support for Web site development.
    • Violations of RingOffice’s Acceptable Use Policy may result in the loss of your service.

Unsolicited Broadcast Email And Unsolicited Commercial Email (Spam):

• • • Zero Tolerance Policy for “spam” or “spam mail”: RingOffice has Zero Tolerance for Unsolicited Broadcast Email and Unsolicited Commercial Email (UBE/UCE), commonly known as “spam” or “spam mail”, whether originating from customers, from customers’ customers, or from customers that provide services which are used to support spam. Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this AUP or the AUP of any other Internet Service Provider, which includes, but is not limited to, the facilitation of the means to spam, is prohibited.
    • What RingOffice considers “spam” or “spam mail”: RingOffice defines “spam” or “spam mail” as unsolicited broadcast or commercial email that is sent to addresses that do not affirmatively and verifiably request such material from that specific sender, including but not limited to advertising, surveys, information pieces, third party spamming, website addresses, sales, and auctions. More specifically,
      • RingOffice’s customers, and customers of RingOffice’s customers or any downstream customers, are prohibited from sending and shall not allow their connection to RingOffice to be used for sending spam. RingOffice customers are responsible for ensuring that they, their customers, and their respective agents and contractors abide by this policy.
      • RingOffice’s customers will be held responsible for all traffic either sent via their connection to RingOffice or sent elsewhere using Internet services provided via their connection to RingOffice. “Internet services” includes hosting websites, electronic mailboxes, telephony gateways, IRC servers, sale of spamming software or other similar services.
    • Reporting of spam activity and possible repercussions: RingOffice may block traffic to and from the IP address involved in the spam complaint (i.e. suspend the account) until RingOffice is convinced that the problem is resolved and preventative measures have been implemented to prevent the violation from recurring.
      • If RingOffice receives repeat complaints indicating that a problem has not been resolved, RingOffice may suspend or cancel the offenders account, at their sole discretion. RingOffice may charge the client and the client shall pay $1000.00 per valid spam complaint of which RingOffice is notified.
      • RingOffice also reserves the right to block traffic to and from the IP address(es) involved in hacking, and/or port scanning or other malicious activity.
      • In addition, from time to time, RingOffice blocks third party IP addresses that RingOffice believes are used for the distribution of spam or are designated as open relays. Any blocking of such IP addresses shall prevent RingOffice customers from sending or receiving traffic to and from such IP addresses.
      • RingOffice also reserves the right to cancel an account of a known or alleged spammer without any notice at their sole discretion.
    • Receipt of Spam: RingOffice does not accept unsolicited commercial “spam” email as defined by Canada’s anti-spam legislation (CASL). RingOffice defines “spam” or “spam mail” as per above in section 3.1. RingOffice reserves the right to press charges under the appropriate laws in addition to the charges we impose upon a user who has violated this acceptable use policy.
    • Zero-tolerance Policy for Unsolicited Phone Calls: RingOffice strictly prohibit use of its services for robocalls, telemarketing, calling/accessing phone numbers prohibited or restricted by law, and/or similar activities in violation of local or Federal laws and regulations.

Technical Support

RingOffice assumes that the Client has a basic understanding of their computer network. RingOffice will not train Clients in basic computer skills. Technical support is intended to facilitate the setup of your properly functioning services. Our technical support staff is not trained to and will not assist you in installing and/or troubleshooting technology not provided by or not included in services delivered by RingOffice.

Speed of internet service:

Internet Speeds depend upon the Client’s Plan and line capabilities (e.g., loop length, line condition, and Phone Company provisioning). The maximum speed for ADSL is stated under optimal conditions and may vary significantly. Speeds are subject to a 20% overhead (e.g., 768k stated speed = 768k times 80% throughput = 614k actual speed). All Services are provided on an AS IS basis and throughput speeds are not guaranteed.

Installation:

Unless otherwise requested by the Client, the first available installation date will be provided. Any installation date provided to a Client is only an estimate and is no way a guaranteed installation date. Clients understand and agree that circumstances may arise which delay a Clients estimated installation date and any such delay will not be considered a breach of this Agreement by RingOffice. Payment for your initial month’s service (and if applicable: setup fees, installation fees, and equipment) must be received prior to your turn-on date in order for setup instructions and service configuration information to be released to you. If your payment is not received by your turn-on date, you will be responsible for service fees even though your setup information has not been provided to you.

Self-installation:

Self-installation allows the Client to install their equipment. This option provides service to the minimum point of entry (“MPOE”) of your phone service. Your MPOE is normally located outside your building. Inside wiring and inside wiring repair is not included with this option. If inside wiring or inside wiring repair is required, you must contract with your circuit provider or other professional for such work at your own cost. Faulty inside wiring is not grounds for cancellation of your contract. Multi-line phones, phone systems, alarm system or special phone configuration may require a professional installation or special multi-line phone filters. RingOffice does not provide nor is responsible for any special equipment including but not limited to a POTS splitter or multi-line phone filters. Required professional installation, need for special equipment in order to establish a connection or an incompatible phone line or phone system are not grounds for cancellation of your contract.

Professional installation:

Clients may request a Professional Installation from RingOffice for a one-time fee. If RingOffice does not offer a Professional Installation, then it is the Client’s responsibility to hire a third party technician.

Client supplied modem:

If a Client supplies their own modem or other network equipment, the Client assumes the risk of service incompatibility. Incompatible Client modems or other Client equipment shall not relieve Clients from any of their obligations under this Agreement while troubleshooting defective or incompatible equipment even if Client’s Service is down during such periods of troubleshooting. Troubleshooting from RingOffice may result in additional fees and charges added to the Client’s next monthly invoice.

Dsl client premise equipment:

The PPPoE connection will allow one computer to use your DSL connection. Static IP accounts include a DSL bridge which can be used ahead of one computer or router provided by you. RingOffice does not provide support for router(s) unless purchased from RingOffice.

Choice of law:

You and RingOffice agree that the law of the Province of Ontario, Canada, will apply to all matters relating to this Agreement and to RingOffice, Inc. In addition, you and RingOffice agree and consent that the courts of Toronto, Ontario, Canada will have exclusive jurisdiction and be the exclusive venue for any legal actions relating to this Agreement or to the services provided hereunder. The Client agrees to defend, indemnify and hold harmless RingOffice, its officers, directors, employees, agents and licensees, from any claims and expenses, including reasonable attorney’s fees, arising out of or relating to member’s use of RingOffice’s service. The Client shall have no property rights in the e-mail and web page addresses supplied by RingOffice, and understand that this Agreement is assignable by RingOffice. If any part of this Agreement is unacceptable to you, you must immediately terminate your relationship with RingOffice. This Agreement shall automatically renew on the stated periodic basis unless terminated by either party giving the other thirty days written notice.

Port filtering:

A port 25 (outgoing mail) filter is applied to all customers to prevent against spam generated from our network. Customers with a static IP address connection who wish to have the filter removed in order to run a mail server may do so by contacting us. By registering your mail server with RingOffice, you are agreeing to the terms and conditions listed at https://ringoffice.com/old/privacy-policy/. In addition, we will periodically scan port 25 over your DSL line to make sure your mail server is not an open relay. If we find an open relay on your mail server, the port 25 filter will be reinstated and you will be notified by the contact email address entered above. RingOffice reserves the right to block any port without prior notice to protect the network and the end users from potential virus attacks spreading over a certain port.

Reporting Violations Of Ringoffice’s AUP:

RingOffice requests that anyone who believes that there is a violation of this AUP direct the information to our abuse department: helpdesk@ringoffice.com

If available, please provide the following information:

• The IP address used to commit the alleged violation
• Evidence of the alleged violation.
• Spam email should be forwarded as attachments to ensure that all header information is included.

RingOffice will take action to ensure that complaints are addressed in an appropriate manner, which may include:

• Suspension of the offenders account
• Cancellation of the offenders account
• Suspension of specific services including but not limited to mail, newsgroup, personal web space usage, port blocking and Internet connectivity.

Revisions To Terms And AUP:

RingOffice reserves the right to revise, amend, or modify its AUP, our Terms ofService and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted on our website.

Data Storage:

Unless specified, RingOffice stores majority of its data on servers located in Canada or the United States of America (“US”).

Links:

RingOffice or third parties may provide links to websites other than https://www.ringoffice.com/ or other resources. Because RingOffice has no control over such websites and resources, you acknowledge and agree that RingOffice is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that RingOffice will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.

Miscellanous

• • Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the provision of Services, and supersedes and replaces all prior agreements and representations whether written or oral with respect to the provision of Services.
  • Amendment: Agreement can only be amended by a signatory authorized by RingOffice and not by any RingOffice sales representatives, agents, employees, or third parties.
  • Jurisdiction: This Agreement will be governed by the laws of Ontario and the applicable laws of Canada and the Parties agree to be subject to the exclusive jurisdiction of the courts of Ontario.
  • Notices: Any notice or other communication required or permitted by this Agreement will be in writing and be provided by personal delivery, email, or by facsimile to Client or RingOffice at the last address or facsimile number provided in writing by each Party. Notices delivered in person will be effective on the date of such delivery and notices delivered by facsimile or email will be effective on the date of transmission provided printed proof of transmission is obtained. The address for notice to RingOffice Corp. shall be the following:

155 Commerce Valley Drive East, Markham, ON, L3T7T2
Facsimile: +1-647-872-9955
Email: helpdesk@ringoffice.com

• Force Majeure: RingOffice will not be liable for any failure nor delay in performance to the extent caused by factors beyond its reasonable control, including but without limitation, labour disputes, fires or other casualties, weather, natural disasters, disaster recovery situations, damage to facilities, acts of god, or the conduct of third parties.
• Assignment: Client cannot assign this Agreement in whole or in part without RingOffice’s prior written consent. This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.
• Publicity: RingOffice may list Client’s name on RingOffice’s marketing materials and website as a customer of RingOffice.
• Severability and Waiver: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed severable from the other provisions which will remain valid and enforceable. The terms of this Agreement may only be waived in writing and signed by both Parties.
• Language: This Agreement has been drawn up in English at the request of the parties. Les parties ontconvenu que la présente entente soitrédigéeenanglais.