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Legal notices / GTC

Terms and Conditions of Sale and Service

Version applicable as of 2024-09-05
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 1,532,135 euros, 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” or “Client”). 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, proof of address, invoices, 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, 3 and 4 of Appendix 4. In addition, the other limits and restrictions stipulated by RINGOVER GROUP in point 5 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.co.uk/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. If the Customer wishes to terminate the contract as a result of the price increase, the Customer shall not be liable to pay any early termination fees.

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.

However, some special numbers cannot be routed.

In accordance with article L.224-43 of the French Consumer Code, the Customer undertakes the responsibility to provide RINGOVER GROUP with the name of the product or service accessible on the assigned value added service number, the description of the product or service, the name of the supplier, its website, if any, the supplier’s address and the address or telephone number to which the consumer may address any complaints. Any change to this information must be notified to RINGOVER GROUP as soon as possible.

RINGOVER GROUP reserves the right to suspend access to the value-added services number and to terminate the Contract in the event of a recurrence, in the following cases:

  • if one or more items of information, for example on the https://www.infosva.org, are missing, inaccurate, obsolete or incomplete;
  • if no actual product or service is associated with this number;
  • if the product or service associated with this number is one of those excluded under the AF2M VAS deontological recommendations.

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 a request from https://support.ringover.com 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

Under penalty of termination of Contract, 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 and to inform RINGOVER GROUP of any change of address or identity. 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 with a minimum prior notice of one month before the monthly anniversary date of the subscription by sending a termination request from https://support.ringover.com. The effective termination date will fall the month following the termination request on the monthly anniversary date of the subscription. 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 via the person with authority to administer the Account, by sending a termination request from https://support.ringover.com at least three (3) months before the end of the Subscription Term. 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. In the event of early termination within a period of one (1) month, following an increase in rates resulting from a change at the initiative of RINGOVER GROUP, as described in article 3.2 hereof, the Client shall not be liable to pay any early termination fees.

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 from https://support.ringover.com.

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 a termination request from https://support.ringover.com 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. In the event of early termination within a period of one (1) month, following an increase in rates resulting from a change at the initiative of RINGOVER GROUP, as described in article 3.2 hereof, the Client shall not be liable to pay any early termination fees.

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.

Mobile numbers assigned by Ringover to Client can only be used via a mobile access (cell phone, 3G/4G/5G modem, etc.).

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.co.uk/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.

For the Costumers of the SMART pack, a maximum of 500 distinct contacts per month applies for outgoing calls.

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.co.uk/cadence/integrations).
  • 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.co.uk/pricing.

Appendix 1(b) - Description of Empower Services

RINGOVER GROUP offers its Customers the Empower Service, a transcription tool that uses Artificial Intelligence to analyze your calls and take full advantage of your call history.

The main features are as follows:

  • Overview of each audio with details.
  • Summary of calls made by OpenAI.
  • Analysis and written transcription of audios.
  • Analysis of customer’s mood during the call.
  • Search for keywords in transcription.
  • Dashboard of call statistics with filters (talk time, interruption, gaps in the conversation, monologue…).
  • Translation of calls in 3 languages (French, English and Spanish).
  • Tips on audios to improve your future exchanges.

The prices for the Empower Service are available at https://www.ringover.co.uk/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://www.ringover.co.uk/pricing.

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.co.uk/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.co.uk/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.co.uk/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.co.uk/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://www.ringover.co.uk/pricing.

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 Accesses subscribed to during the total term of the Contract (whether this concerns the number of Accesses subscribed to on the initial purchase order or any Accesses added during the performance of the Contract).

5. Annual revision

Annual subscription: RINGOVER GROUP reserves the right to increase the price of the Access and Ringover Numbers included by up to six percent (6%) per year at the end of the initial or renewed commitment.

Monthly subscription: RINGOVER GROUP reserves the right to increase the price of the Access and Ringover Numbers included by up to six percent (6%) per year from the anniversary date of the signing of the Purchase Order.

The Customer may contact [email protected] at least three (3) months before the date of renewal of the commitment of the anniversary date of the signing of the Purchase Order if it wishes to negotiate the terms and/or conditions af application of the annual price revision.

6. Chargeable options

The list of chargeable options, excluded from the subscription rate, is available on the following link: https://www.ringover.co.uk/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. Limitations of content

The User is not authorised to use the Service for exchanges (calls, SMS, faxes, etc.):

  • which are obscene, defamatory, threatening, intimidating, harassing, hateful, exploitative, abusive, racially or ethnically offensive, or which instigate or encourage conduct that would be illegal or otherwise inappropriate, such as promoting violent crimes, endangering or exploiting children or others, or coordinating harm;
  • which are fraudulent, including but not limited to impersonation, misrepresentation, scams, phishing, or any deceptive messages used to lure consumers into providing their or another person’s personal information, including but not limited to medical, health or financial information;
  • constituting cold calling and/or messaging except in cases authorised by the applicable regulations;
  • whose content is malicious, including but not limited to malware or viruses;
  • relating to the offer, promotion or sale of cannabis, CBD or vape products (including e-cigarettes), regardless of whether or not those messages explicitly contain cannabis terms, images, or links to cannabis websites;
  • relating to the offer, promotion, or sale of kratom or other paraphernalia products;
  • relating to the offer, promotion or sale of prescription medication;
  • relating to the offer, promotion or sale of gambling, including but not limited to references or links to casino apps or gambling websites;
  • relating to the offer, promotion or sale of sexual or adult services;
  • relating to the promotion of hate speech;
  • relating to the offer, promotion or sale of alcohol;
  • relating to the offer, promotion or sale of firearms;
  • relating to the offer, promotion or sale of tobacco-related products;
  • whose content is,  including but not limited to, new loan solicitation, relating to high-risk financial services, including but not limited to affiliate lending, payday loans, short-term high-interest loans, third-party (i.e. originating from any party other than the one which will service the loan) loans, student loans, cryptocurrency, or stocks and other investment platforms;
  • relating to third-party lead generation or marketing services that buy, sell, or share consumer information, including but not limited to affiliate marketing;
  • related to third-part lead generation or marketing services that engage in deceptive marketing;
  • relating to debt collection or forgiveness, including but not limited to third-party (i.e. originating from any party other than the one which will service the loan) debt collection, debt consolidation, debt reduction, or credit repair programs;
  • relating to “get rich quick schemes”, including but not limited to deceptive work-from-home programs, risk investment opportunities, pyramid schemes, mystery shopping, or multi-level marketing;
  • relating to the sale of fireworks or explosives.

This list is not exhaustive.

5. 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.

The SLA do not apply to the Empower Service that RINGOVER GROUP offers to its Customers.

Appendix 6 – Data Processing Agreement

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

Version applicable as of 2024-09-20
Summary

RINGOVER U.S. GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES

THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) SET FORTH THE TERMS AND CONDITIONS UNDER WHICH RINGOVER INC. REGISTERED IN THE STATE OF DELAWARE? WHOSE REGISTERED OFFICE IS LOCATED AT 185 ALEWIFE BROOK PARKWAY STE 210 CAMBRIDGE MA 02138 (“RINGOVER”), GRANTS TO THE CUSTOMER SET FORTH ON THE APPLICABLE PURCHASE ORDER (“CUSTOMER”, AND TOGETHER WITH RINGOVER, THE “PARTIES”, AND EACH, A “PARTY”) THE RIGHT TO USE RINGOVER’S SERVICES, WHICH SHALL BE SET FORTH IN FURTHER DETAIL IN THE APPLICABLE PURCHASE ORDER OR APPENDIX 1 ATTACHED TO THIS AGREEMENT (THE “SERVICES”). BY ACCESSING OR USING THE SERVICES, BY SIGNING AN PURCHASE ORDER OR OTHER WRITTEN AGREEMENT INCORPORATING THIS AGREEMENT, OR BY CLICKING A BUTTON OR CHECKING A BOX MARKED “I AGREE” (OR SOMETHING SIMILAR), YOU SIGNIFY AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. RINGOVER RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT PURSUANT TO THE TERMS HEREIN. This is a contract between Ringover and Customer. If Customer is a company, organization, or other entity, then you represent and warrant that you are an authorized representative of Customer with the authority to bind Customer to this Agreement, and that you agree to this Agreement on the entity’s behalf.

1. Definitions

  • (a) “Aggregated Statistics” means data and information related to Customer’s and its Authorized Users’ use of the Services that is used by Ringover in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
  • (b) “Authorized User” means each of Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
  • (c) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Services.
  • (d) “Documentation” means Ringover’s user manuals, handbooks, and guides relating to the Services provided by Ringover to Customer either electronically or in hard copy form.
  • (e) “Purchase Order” means the purchase order provided by Ringover to the Customer, specifying the Service, subscriptions, and access to be made available to Customer and executed by the Parties.
  • (f) “Ringover IP” means the Services, the Documentation, and any and all intellectual property and other proprietary materials provided by or on behalf of Ringover to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Ringover IP includes Aggregated Statistics and any information, data, or other content derived from Ringover’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
  • (g) “Subscription” means the process by which the Customer takes steps to benefit from the Service with Ringover or with one of its authorized distributors, suppliers, resellers or authorized spaces.

2. Access and Use

(a) Provision of Access

Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Ringover hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein and the privacy policy available at https://www.ringover.com/privacy. Such use is limited to Customer’s internal business purposes. Ringover shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

(b) Documentation License

Subject to the terms and conditions contained in this Agreement, Ringover hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

(c) Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement (including any and all appendices and exhibits attached hereto and incorporated herein). Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Ringover IP, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Ringover IP, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Ringover IP, in whole or in part; (iv) bypass or breach any security device or protection used by the Ringover IP or access or use the Ringover IP other than by an Authorized User through the use of his or her own then-valid access credentials; (v) input, upload, transmit, or otherwise provide to or through the Ringover IP any information or materials that are unlawful or injurious, or contain, transmit, or activate any means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (1) computer, software, firmware, hardware, system, or network; or (2) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Ringover IP as intended by this Agreement; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Ringover IP, or Ringover’s provision of services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Ringover IP, including any copy thereof; or (viii) access or use any Ringover IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Ringover customer), or that violates any applicable laws or regulations; or (ix) access or use any Ringover IP for purposes of competitive analysis thereof, the development, provision, or use of a competing software service or product or any other purpose that is to Ringover’s detriment or commercial disadvantage.

(d) Reservation of Rights

Ringover reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Ringover IP.

(e) Suspension

Notwithstanding anything to the contrary in this Agreement, Ringover may temporarily suspend Customer’s and/or any of its Authorized Users’ access to any portion or all of the Services if: (i) Ringover reasonably determines that (A) there is a threat or attack on any of the Ringover IP; (B) Customer’s and/or any of its Authorized Users’ use of the Ringover IP disrupts or poses a security risk to the Ringover IP or to any other customer or vendor of Ringover; (C) Customer and/or any of its Authorized Users is using the Ringover IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Customer or any of its Authorized Users has made a false or fraudulent declaration to Ringover or any legal or regulatory authority; or (F) Ringover’s provision of the Services to Customer or any of its Authorized Users is prohibited by applicable law; or (ii) any vendor of Ringover has suspended or terminated Ringover’s access to or use of any third-party services or products required for Ringover to provide the Services to Customer or to enable Customer to access the Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Ringover shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Ringover shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably practicable after the event(s) giving rise to the Service Suspension is cured or no longer exists. Ringover will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any of its Authorized Users may incur as a result of a Service Suspension.

(f) Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, Ringover may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Ringover and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Ringover. Customer acknowledges that Ringover may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Ringover may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

(g) Portability

(i) Inbound

Subject to technical feasibility (to be determined in Ringover’s reasonable discretion), when subscribing to the Services, Customer may port one or more existing telephone numbers to the Services; provided that, for the avoidance of doubt, Customer is and shall be responsible for all fees and charges due and payable with respect to such telephone numbers prior to such portability. Each U.S. number ported in to Ringover must be associated with a U.S. physical address. Customer hereby represents and warrants that it is the legal owner of all telephone numbers for which Customer is requesting such portability, and acknowledges that it is aware that porting of telephone numbers entails termination of Customer’s previous telephone line and cessation of all services of its previous carrier, service provider or operator associated with such numbers. Customer acknowledges and agrees that Ringover shall have no liability for discontinuation of such previous associated services. If Customer wishes to cancel a porting request and remain a customer of its previous carrier, Customer must inform Ringover prior to the effective date on which the porting of the applicable number to Ringover is complete. Customer’s request shall only be initiated by Ringover once Ringover has received all requested documentation for Customer registration for the Services. Customer acknowledges and agrees that implementation of portability of Customer’s telephone numbers is dependent upon actions of the Customer’s then-current carrier, service provider or operator, and that Ringover shall have no liability for any delay in porting any number due to any cause other than Ringover’s own negligence or willful misconduct. Customer acknowledges and agrees that additional Fees may be charged by Ringover for fulfillment of portability requests outside normal business hours, if accepted by Ringover.

(ii) Outgoing

In the event of the termination of this Agreement or closure of Customer’s account with Ringover for any reason, if Customer does not request that Customer’s telephone numbers allocated to Customer by Ringover in connection with the Services (“Ringover Numbers”) be ported to a new carrier or service provider in accordance with this Section 2(g)(ii), then after a period of six (6) months following the termination of this Agreement or closure of the applicable account, Customer’s Ringover Numbers will be made available for assignment to other customers of Ringover. Subject to Customer’s compliance with all terms and conditions of this Agreement, Customer may request that some or all of the Ringover Numbers be ported out to another operator. Such porting request shall be submitted by the new operator at least thirty (30) calendar days prior to the end of the then-current Initial Term or Renewal Term; provided, that if termination or account closure will not coincide with the end of a Term, the new operator shall submit a porting request to Ringover as soon as practicable, but in no event later than the effective date of termination or account closure . Customer shall have no right to make an outgoing portability request after termination or expiration of its Subscription to the Services. Upon Ringover’s completion of processing a portability request from another operator, Customer’s Subscription to the Services and access to its Ringover Number shall be automatically terminated; provided that Customer shall be responsible for all costs of the Services up to the date of such termination. In order for outgoing portability of the Ringover Number to be accepted by Ringover, Customer must provide proof (to Ringover’s reasonable satisfaction) of a valid local address in the geographical area of the applicable Ringover Number when the Ringover Number was activated. Customer acknowledges and agrees that Ringover shall have no liability in connection with a telephone number subject to outgoing portability, including with respect to failure or subsequent malfunction thereof.

(h) The Campaign Registry, Application-to-Person (“A2P”) Messaging

(i) Explanation

In an effort to reduce the amount of spam distributed and to ensure secure communications, regulation and mobile network operator require business sending or receiving SMS to register with The Campaign Registry (“TCR”). TCR registration is mandatory in order to send or receive SMS through the Service.

(ii) TCR Registration

To register, Customer is required to fill in a form made available by Ringover through the Service. Therefore, Customer hereby agrees that, subject to Customer’s compliance with the terms and conditions of this Agreement, Ringover may, as part of the Services, handle the transmission of information to TCR in order to register Customer for approval, subject to the terms and conditions of this Agreement and following Ringover’s receipt of completed forms and payment by Customer. Ringover’s submission of Customer’s registration information to TCR are conditioned upon Customer’s submission of all information required for such registration (which may include without limitation Customer’s legal and trade name(s), tax number, address, website, applicable jurisdiction, intended use of 10DLC for messaging purposes, content of intended messages, and other information regarding Customer’s activities and operations) and payment of all fees associated therewith. Customer agrees that Ringover may charge to Customer any and all fees associated with TCR registration on behalf of Customer. Customer acknowledges that Ringover has no control over the amount of fees charged by TCR with respect to such registration.

(iii) Ringover’s Role

Customer acknowledges and agrees that Ringover’s role with respect TCR shall be limited to serving as an intermediary between TCR and Customer with respect to Customer’s registration, and Ringover shall have no control over, or liability relating to, the outcome of TCR registration, the approval or rejection thereof, or any effects of any of the foregoing.

3. Customer Responsibilities

(a) General

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of all Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken or omitted by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to each such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer shall cooperate with Ringover and its designees as necessary and reasonably requested in order to enable the provision of the Services, and Customer shall provide all information required by Ringover with respect thereto. As between the Parties, Customer shall be responsible for storage, confidentiality and use of its and its Authorized Users’ IDs and passwords. If Customer has reason to believe that a third party is using any of its or its Authorized Users’ identification details or account without authorization, it must immediately inform Ringover and change its password(s) accordingly. Ringover shall not be liable in the event of disclosure of such data to any third parties.

(b) Proof of Identity

Customer shall ensure that the person subscribing to the Services on its behalf proves their identity and their capacity to act and represent Customer to Ringover’s reasonable satisfaction and to the extent required by applicable law and regulations, including without limitation by providing all documentation required by Ringover via Ringover’s platform (e.g., certificate of incorporation).

(c) Technical Requirements

Prior to receiving the Services, Customer must implement, and throughout the Term, Customer shall maintain the technical requirements set forth on Appendix 2 attached to this Agreement.

4. Fees and Payment

(a) Fees

Customer shall pay Ringover the fees (“Fees”) as mutually agreed upon by the Parties herein (including Appendix 3 to this Agreement attached hereto) without offset or deduction, which shall correspond to the prices set forth on the applicable Purchase Order, or if none, as set forth on https://www.ringover.com/pricing. Ringover may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion; provided, however, that changes shall become effective upon thirty (30) days’ notice to Customer. Any changes to Fees shall become effective in the billing cycle following notice of such change to Customer as provided in this Agreement. Invoices are payable in arrears and issued on a monthly basis on the anniversary date of Subscription. If additional Authorized Users are added at any time during the Term, Customer shall be invoiced on a pro rata basis for such additional Authorized Users on the next applicable invoice. If Customer fails to make any payment when due, without limiting Ringover’s other rights and remedies: (i) Ringover may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Ringover for all costs incurred by Ringover in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, Ringover may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

(b) Subscription

(i) Automatic Renewal

“Subscription” means a particular portion of the Services that is available on an automatically renewing subscription basis, and Customer’s access thereto, as applicable. “Subscription Fee” means the recurring amount due as consideration for a Subscription; a Subscription Fee is one type of Fee. Subscriptions are available on an automatically renewing subscription basis and entail payment of Subscription Fees. SUBSCRIPTION FEES WILL BE CHARGED BEGINNING ON THE DATE THE APPLICABLE PURCHASE ORDER IS SIGNED, AND EXCEPT FOR 12 MONTH PREPAYMENT, SHALL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS (EACH SUCH PERIOD, A “SUBSCRIPTION TERM”) unless and until CUSTOMER CANCELS the applicable subscription in accordance with the cancellation procedures identified in SECTION 4(B)(III). UNTIL THEN, CUSTOMER’S SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND CUSTOMER AUTHORIZES RINGOVER AND ANY AND ALL AUTHORIZED THIRD PARTY PAYMENT PROVIDERS (WITHOUT NOTICE TO CUSTOMER, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD ON RECORD FOR CUSTOMER.

(ii) Automatic Billing

When Customer enrolls in a Subscription, Customer expressly acknowledge and agree that: (i) each of Ringover and its third-party payment processor (“Payment Processor”) is authorized to charge Customer, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable taxes, and any other charges Customer may incur in connection with such Subscription, subject to adjustment in accordance with this Agreement; and (ii) Customer’s Subscription is continuous until the earlier of: (A) Customer’s cancellation of such Subscription (including any notice period specified in Section 4(b)(iii)) and (B) the suspension, discontinuation, or termination of Customer’s access to such Subscription or to the Services in accordance with This Agreement. Customer understands and acknowledges that the amounts billed may vary due to changes to the Subscription Fee in accordance with the Pricing and Payment Terms, changes in applicable taxes, changes in applicable laws and regulations (including without limitation telecommunications regulations), requirements by judicial or administrative decisions, and increases in prices of Ringover’s third-party vendors and partner telephone operators, and Customer authorizes each of Ringover and Payment Processor to charge Customer’s credit card, debit card, or other payment method (each, a “Payment Method”) the changed amounts.

(iii) Cancellation Procedures

To cancel any Subscription (for avoidance of doubt, excluding provision of the Services by 12 month prepayment), Customer must notify Ringover at least three (3) days before the start of the next Subscription Term by using the appropriate functionalities of the Services. Customer will continue to have access to the Subscription through the end of the then-current Subscription Term. CUSTOMER UNDERSTANDS THAT UNLESS AND UNTIL CUSTOMER NOTIFIES RINGOVER OF ITS INTENT TO CANCEL, ITS SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND CUSTOMER AUTHORIZES EACH OF RINGOVER AND ITS THIRD-PARTY PAYMENT PROCESSOR (WITHOUT NOTICE TO CUSTOMER, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE CUSTOMER THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF CUSTOMER’S PAYMENT METHODS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT CANCELLATION OF A SUBSCRIPTION MAY BE SUBJECT TO ADDITIONAL FEES AS SET FORTH IN THE APPLICABLE PURCHASE ORDER OR PRICING AND PAYMENT TERMS.

(iv) Cancellation; Refunds

Customer may de-activate its Subscription at any time, in Customer’s sole discretion, and Ringover may suspend or terminate Customer’s Subscription, account, or the Services at any time, in our sole discretion. However, CUSTOMER understandS and acknowledgeS that, unless required by applicable law, CUSTOMER will not be entitled to receive any refund or credit for any such cancellation, suspension, or termination, nor for any unused time on CUSTOMER’S subscription, any pre-payments made in connection with CUSTOMER’S subscription, any USAGE or subscription fees for any portion of the serviceS, any content or data associated with CUSTOMER’S account, or anything else, and that any such refunds or credits may be granted at our sole option and in our sole discretion. If Customer believe it has been improperly charged and would like to request a refund, please contact Ringover at [email protected].

THE FEES CORRESPONDING TO THE SERVICES WILL BE CHARGED BEGINNING ON THE DATE THE APPLICABLE PURCHASE ORDER IS SIGNED, AND EXCEPT FOR 12 MONTH PREPAYMENT, SHALL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNTIL TERMINATION OF THE SUBSCRIPTION, ACCORDING TO THE PROVISIONS OF ARTICLE 11. UNTIL THEN, CUSTOMER’S SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND CUSTOMER AUTHORIZES RINGOVER AND ANY AND ALL AUTHORIZED THIRD PARTY PAYMENT PROVIDERS (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD ON RECORD FOR CUSTOMER.

(c) Payment Information

Customer shall make all payments hereunder in US dollars on or before each due date mutually agreed upon by the Parties by credit card or debit. All information that Customer provides in connection with the Service must be accurate, complete, and current. Customer will provide Ringover with a valid payment method. Customer agrees to pay all charges incurred by Authorized Users of Customer’s payment method used in connection with the Service at the Fees then currently in effect. If any of Customer’s account, order, or payment method information changes, Customer will promptly update such information, so that Ringover or third party payment processor (“Payment Processor”) may complete transaction(s) and/or contact Customer, as needed. Any authorization will remain valid until thirty (30) days after Customer terminate Ringover’s authority to charge its payment method. To the extent Payment Processor processes payments made by Customer, Customer will be subject to terms and conditions governing the use of Payment Processor’s service. Please review such terms and conditions as well as Payment Processor’s privacy notice (each of which is available on Payment Processor’s website). Customer acknowledges and understands that Payment Processor may collect and retain third-party fees whenever Customer pays Fees. Customer represents and warrants that: (i) the account, order, and Payment Method information Customer supplies to Ringover and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (ii) Customer is duly authorized to use the payment method(s); and (iii) Customer will pay any and all charges incurred by users of such Payment Method in connection with the Services, including any applicable Fees (at the prices in effect when such charges are incurred) and taxes. RINGOVER DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO, AND CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT RINGOVER IS NOT RESPONSIBLE FOR: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO CUSTOMER’S CREDIT CARD OR OTHER PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO CUSTOMER BY CUSTOMER’S BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND (III) ANY UNAUTHORIZED USE OF CUSTOMER’S CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

(d) Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Ringover’s income.

(e) Compliance and Administrative Cost Recovery Fee (“CRF”)

The CRF shall be payable by Customer, and is used to recover some or all of certain costs that Ringover incurs, including without limitation: calculation and payment of government-imposed fees, such as the Federal Regulatory Fee, Telecommunications Relay Service (“TRS”) and other fees and taxes; meeting regulatory obligations, encompassing aspects like accessibility, numbering, privacy, fraud prevention, caller ID verification, dialing procedures, and more; obtaining and managing phone numbers, receiving calls from third-party provider networks, and terminating calls on such third-party networks; certain network amenities and services, specific data centers, and the administration, safeguarding, and upkeep of vital network frameworks and data centers; filing and maintaining patents, trademarks and other proprietary rights; and some administrative costs associated with providing its services. The CRF is billed per month, per Customer user. If the Customer account is billed annually, the CRF for the 12 months will be applied at the time of purchase. The CRF is neither a tax nor a government-mandated charge.

(f) E911 Regulatory Recovery Fee

The Federal Communications Commission (“FCC”) mandates that Ringover provide 911 and E911) services. The FCC permits Ringover to charge a recurring monthly fee (the “Emergency Service Fee”) that is used to fund the advancements in software and hardware upgrades that allow public safety answering points (“PSAPs”) to dispatch help to a 911 caller’s registered location. Customer is charged the Emergency Service Fee at the same rate for all applicable lines. The Emergency Service Fee is billed per month, per Customer user. If the Customer account is billed annually, the charge for the Emergency Service Fee will be applied at the time of purchase.

5. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of this Agreement and will expire ten (10) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership; Feedback

(a) Ringover IP

Except as expressly set forth hereunder in Section 2, nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Ringover IP, whether expressly, by implication, estoppel, or otherwise. Customer acknowledges and agrees that all right, title, and interest in and to the Ringover IP is and will remain with Ringover.

(b) Customer Data; Marks

Ringover acknowledges that, as between Ringover and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer represents and warrants that it has and will for the Term have all necessary rights to make the Customer Data available to Ringover as set forth in this Agreement. Customer is solely responsible for, and Ringover shall have no liability with respect to, the accuracy, quality, integrity, legality, reliability and suitability of the Customer Data. Customer hereby grants to Ringover a non-exclusive, royalty-free, sublicenseable, transferable, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Ringover to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable, transferable, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data to create and use Aggregated Statistics. Customer also hereby grants Ringover a non-exclusive, royalty-free, worldwide license to use and display trademarks, service marks, and logos of Customer in connection with promoting Ringover’s business and in advertising campaigns.

(c) Feedback

If Customer or any of its Authorized Users, employees or contractors sends or transmits any communications or materials to Ringover by mail, email, telephone, or otherwise, suggesting or recommending changes to the Ringover IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Ringover is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

7. Text Messaging; Autodialed Calls and Texts

Customer expressly agrees that it will obtain all consents required by law from any person contacted by Customer through the Services using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded or artificial voice messages or using an automatic telephone dialing system to call or text any person’s mobile cellular telephone numbers, as necessary to complete transactions requested by such persons and to service its and their accounts and as the law allows. Without limiting the generality of the foregoing, Customer will not contact any phone numbers that are registered on any federal or state Do-Not-Call/Do-Not-email registry unless it obtains the consent of the contacted party, or as otherwise permitted by such registries. Customer may enroll third parties to receive recurring SMS/text messages from Customer, including text messages about account-related news and alerts or marketing and promotional offers for Customer’s products and services. Customer will provide such parties with clear notice that by enrolling in Customer’s SMS/text messaging service, each such party agrees to receive text messages from Customer to its provided mobile phone numbers, and certifies that such mobile numbers are true and accurate and that such parties are authorized to enroll the designated mobile numbers to receive such texts. Customer shall obtain each such person’s explicit acknowledgement and agreement that texts may be sent using an automatic telephone dialing system and that standard message and data rates apply prior to using any automatic dialing system. Customer shall further notify all such persons that consent to receive SMS/text messages is not required as a condition of purchase of any Customer product or service. Ringover is not responsible for any delays that Customer may experience upon sending or receiving text messages. Customer shall permit any person to unsubscribe from text messages at any time, reply STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to any text message received from Customer, and Customer shall so notify all recipients of its text messages. Customer shall obtain all such persons consent that following such a request to unsubscribe, such person may receive one final text message confirming such request.

8. Warranty Disclaimer

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE RINGOVER IP IS PROVIDED “AS IS” AND RINGOVER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RINGOVER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RINGOVER MAKES NO WARRANTY OF ANY KIND THAT THE RINGOVER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, ANY INFORMATION PROVIDED BY RINGOVER IN CONNECTION WITH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NO ACTION SHOULD BE TAKEN BASED UPON INFORMATION CONTAINED IN THE SERVICES, AND CUSTOMER SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM A PERSON WHO IS PROFESSIONALLY LICENSED OR QUALIFIED IN THE APPLICABLE AREA.

9. Indemnification

Customer shall indemnify, hold harmless, and, at Ringover’s option, defend Ringover from and against any and all losses, damages, liabilities, costs (including attorneys’ fees) (“Losses”) resulting from any resulting from any claim, suit, action, or proceeding (“Claim”) that, the Customer Data, or any use of the Customer Data in accordance with this Agreement, violates, infringes or misappropriates any intellectual property rights, privacy rights or other rights of another person or entity, and any Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Ringover or authorized by Ringover in writing; (iv) Customer’s 10DLC, registration with TCR, or messaging in relation thereto; or (v) modifications to the Services not made by Ringover, provided that Customer may not settle any Claim against Ringover unless Ringover consents to such settlement, and further provided that Ringover will have the right, at its option, to defend itself against any Claim or to participate in the defense thereof by counsel of its own choice. Ringover shall promptly notify Customer in writing of any Claim for which Ringover believes it is entitled to be indemnified pursuant to this Section 9. In the event of any Claim, Ringover shall reasonably cooperate with Customer at Customer’s sole cost and expense. Customer shall promptly assume control of the defense and shall employ counsel reasonably acceptable to Ringover to handle and defend the same, at Customer’s sole cost and expense. Ringover may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Customer shall not settle any Claim on any terms or in any manner that adversely affects the rights of Ringover without Ringover’s prior written consent. If Customer fails or refuses to assume control of the defense of such Claim, Ringover shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to Ringover, in each case in such manner and on such terms as Ringover may deem appropriate. Ringover’s failure to perform any obligations under this Section 9 will not relieve the Customer of its obligations under this Section 9.

10. Limitations of Liability

IN NO EVENT WILL Ringover BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER RINGOVER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL RINGOVER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO Ringover UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

(a) Term

This Agreement begins on the date indicated on the applicable Purchase Order by Customer, and unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the initial term set forth in the applicable Purchase Order (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional successive renewal terms set forth in the applicable Purchase Order (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term (Customer must send a termination request, in accordance with the previous terms, from https://support.ringover.com).

(b) Termination

In addition to any other express termination right set forth in this Agreement:

  • (i) Ringover may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Ringover’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 5;
  • (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement (provided that any breach by Customer of Section 2 or 3 shall be deemed material breaches), and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
  • (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Ringover IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Ringover IP and certify in writing to the Ringover that the Ringover IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

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. The same shall apply in the event of termination of the Service at the initiative of RINGOVER GROUP due to an unpaid invoice.

(d) Survival

This Section 11(d) and Sections 1, 2(g), 4, 5, 6, 8, 9, 10, 11(c) and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. Miscellaneous

(a) Entire Agreement

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.

(b) Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure

In no event shall Ringover be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Ringover’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d) Amendment and Modification; Waiver

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Ringover. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation

Customer acknowledges and understands that the Services may be subject to export control laws and regulations. Customer agrees to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither Customer, nor any person to which Customer make the Services available or that is acting on Customer’s behalf, or, any of Customer’s subsidiaries, or any of its or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

(i) US Government Rights

Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(j) Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Appendix 1 – Description of 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. If Customer is located in the U.S., Customer must assign a U.S. phone number for all of its Authorized Users. If Customer is located in Canada, Customer must assign a Canadian phone number for all of its Authorized Users.

The Ringover Service may be used to make emergency calls provided that the country concerned is eligible and that Customer has provided Ringover with its physical location in accordance with this Agreement. In the U.S., emergency services are only available for Customers with U.S. telephone numbers linked to a physical U.S. address(es). Customers located in the U.S. that do not have U.S. telephone numbers will not be able to access emergency services in the U.S. In Canada, emergency services are only available for Customers with Canadian numbers linked to a physical Canadian address(es). Customers located in Canada that do not have Canadian telephone numbers will not be able to access emergency services in Canada.

The provision of emergency services is conditioned on Customer providing Ringover with accurate location data, call back number, valid address or any other information required and requested by Ringover for each Ringover number/DID assigned to Customer in order to provide the emergency services. Customer shall provide this information in a timely manner and in a format required or requested by Ringover. Customer shall update this information whenever necessary to reflect changes. The Parties understand and acknowledge that should Customer fail to provide any such information, Ringover may not be able to provide the emergency services, in whole or in part. Customer agrees to release indemnify and defend Ringover and all of its affiliates, subsidiaries, employees, shareholders, agents, vendors, and representatives from any and all claims that may arise from Customer’s failure to satisfy this section including resulting from the failure of Customer to provide a correct or updated address to Ringover.

Subject to activation, the Services can be used to make local emergency calls, but Customer acknowledges that emergency calls made via the Services may not be routed if the VoIP service is interrupted, that there is a risk that the call will be redirected to an inappropriate emergency call center, and that the emergency services may be sent to the wrong location, acknowledging that Ringover does not know the exact location of the person dialing the emergency number.

Without limiting the generality of the foregoing, Customer acknowledges that the 911/E911 services available through VoIP services are different from 911/E911 services offered through traditional telephone lines. In particular, by signing the Purchase order, Customer represents, warrants and covenants that it has read and understood, and agrees to, the following restrictions or limitations on 911 calling using the Services, and that it will provide clear and conspicuous notice to all users of the Services under Customer’s account (regardless of whether such users are Authorized Users, guests, invitees or other third parties who may use the Services) of the same:

  • a. RINGOVER 911/E911 SERVICES MAY NOT OPERATE DURING A POWER OUTAGE. In the event of a power outage, the system will lose power causing loss of voice and data Service, including access to 911/E911 services. Once power service is restored, Customer may be required to reset or reconfigure its equipment before being able to use the Services to contact 911 services. Customer is responsible for providing a sufficient uninterruptible backup power supply if it wishes to ensure continued operation of electrical equipment in the event of a power outage.
  • b. RINGOVER 911/E911 SERVICES WILL NOT OPERATE IF A BROADBAND CONNECTION IS DISRUPTED OR IF EITHER CUSTOMER’S BROADBAND SERVICE OR RINGOVER’S SERVICE HAS BEEN SUSPENDED FOR ANY REASON, INCLUDING, FOR EXAMPLE, NON- PAYMENT. Once Customer’s broadband connection and/or Ringover Services have been restored, Customer may be required to reset or reconfigure its equipment before being able to use the Services to contact 911 services.
  • c. CUSTOMER AND EACH USER MUST PROVIDE RINGOVER WITH ITS CORRECT PHYSICAL LOCATION, AND UPDATE SUCH LOCATION WHENEVER A NUMBER IS USED FROM A LOCATION OTHER THAN THE PREVIOUSLY-REGISTERED LOCATION, OR 911/E911 SERVICES CALLS MAY BE ROUTED TO EMERGENCY PERSONNEL WHO WILL NOT BE ABLE TO ASSIST. Customer must register with Ringover the physical location (a “Registered Location”) of each telephone number used with the Services at the time of Service Activation and Customer or the affected user must update the Registered Location at the time that a number under Customer’s account is used to access or use the Services from a new location. It is the Customer’s responsibility to enter, verify and validate the Registered Location information for each number under its account. Assistance may be obtained through app or customer service. Such Registered Location shall include, at a minimum, the street address, floor and unit/suite/apartment/room number at which the Service is being used. Customer agrees to ensure that the Registered Location of each number used under its account is correct and to update, or require its users to update, immediately the Registered Location whenever the physical location of at which the Service is being used by such user changes. Location changes may take up to 48 hours for the location change to be reflected in Ringover’s records. During that time, the calls may not reach any emergency service provider or may not reach the correct emergency services provider. Customer acknowledges and agrees that updates may incur a fee, and Customer agrees to pay all such fees as invoiced by Ringover. Customer further acknowledges and understands that any location information passed to emergency personnel by Ringover will be based upon the Registered Location provided by Customer or a user to Ringover.
  • d. 911/ E911 SERVICES CALLS MAY BE DELAYED OR DROPPED DUE TO NETWORK INSTABILITY. Due to network congestion or problems, calls to 911/E911 services made using the Services may be dropped, in which case the user will not be connected to emergency services, or 911 calls may take longer to connect than 911 calls made using traditional telephone service. Customer acknowledges and agrees that if Customer uses any 911/E911 services through the Services, Customer’s 911/E911 call will be handed by the PSAP in their jurisdiction that is closest to the calling number used.
  • e. EMERGENCY PERSONNEL MAY NOT BE EQUIPPED TO RECEIVE E911 CALLS. 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.

Customer represents and warrants that they are aware of the details of emergency calls made via Ringover’s Services and has informed all of Authorized Users thereof.

Customers whose Services involve multiple phone lines, seats, DIDs, trunks, channels or similar end user access points will designate a location (including email and/or mobile phone number) to receive notification whenever a 911 call is placed using Customer’s Services, and at which an employee, contractor or other person(s) designated by Customer is likely to see such notification 24/7/365. Customer will ensure that such information remains up-to-date in its account and applicable system software or hardware, and shall notify Ringover promptly upon any change in such information.

Customer will be responsible for managing and directing the configuration and operation of any multi-line, multi-trunk or multi-channel voice Service ordered by Customer. Without limiting the generality of the foregoing, Customer will be responsible for managing its use of the Services and its operation of all equipment and devices used with the Services in accordance with all applicable laws. Customer’s obligations shall include, without limitation, (i) designating one or more administrators who are authorized to order seats, channels, trunks, lines or other modifications to the Service, or to reconfigure hardware used with the Services; (ii) determining the number of lines, seats, channels, trunks and or DID numbers required for Customer’s needs, the assignment and re-assignment of lines, seats, channels, trunks and/or DID numbers among its Authorized Users, changes in the number, location or other characteristics of lines, seats, channels or trunks required; and (iii) the day-to-day operations of the Services.

Customer acknowledges and agrees that a separate telephone number DID must be purchased and assigned for each user of the Service that may access the Service from any non-fixed device or from any location other than Customer’s address to place outbound calls to the public switched telephone network in order for 911 services to function properly for such user.

Ringover advises Customer to maintain a means of accessing traditional 911/E911 emergency services from all Customer locations and take appropriate measures and precautions to ensure such emergency services are available to Customer and callers at Customer’s premises.

Transfer service to an external number shall be charged according to the destination.

To use the fax service, Customer must have a dedicated number associated with its Authorized User who will receive the document on its 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 am to 8 pm Eastern Time.

Customer can also subscribe to chargeable options, excluded from the Subscription rate, directly on Ringover’s dashboard. The chosen options will be invoiced from the month following its Subscription. Some options may be assigned to a specific Customer use account. In this case, for committed customers, when access is removed, the option will also be terminated, while for uncommitted customers, this option may be removed at any time.

Appendix 1(a) - Description of Cadence Services

Ringover offers Customer the “Cadence” Services, which comprise access to a multi-channel prospecting tool that enables all Authorized Users’ exchanges (SMS, emails, calls, LinkedIn messages) with prospects to be grouped together in a platform and all the actions carried out during prospecting to be monitored.

Main features of the “Cadence” Services include the following:

  • Creation and management of multi-channel prospecting sequences (e-mail, SMS, calls, LinkedIn messages).
  • 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/cadence/integrations).
  • 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 1(b) - Description of Empower Services

RINGOVER GROUP offers its Customers the Empower Service, a transcription tool that uses Artificial Intelligence to analyze your calls and take full advantage of your call history.

The main features are as follows:

  • Overview of each audio with details.
  • Summary of calls made by Open AI.
  • Analysis and written transcription of audios.
  • Analysis of customer’s mood during the call.
  • Search for keywords in transcription.
  • Dashboard of call statistics with filters (talk time, interruption, gaps in the conversation, monologue•).
  • Translation of calls in 3 languages (French, English and Spanish).
  • Tips on audios to improve your future exchanges.

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

Technical Requirements

Customer shall ensure that, throughout the Term, its telephone/internet operator or network administrator (as applicable) offers Customer 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 in order to be able to use the Services.

Customer must to ensure that the installation made available to Authorized Users has the following characteristics:

  • a good quality Internet connection, with sufficient speed per user;
  • the prioritization 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).

For the avoidance of doubt, MRCP protocol is not supported by the Services.

Customer acknowledges and agrees that accessibility to the Services is only possible with the latest versions of the Chrome and Firefox web browsers. For optimal use, Ringover recommends use of the latest version of the applicable browser.

Appendix 3 - Special terms and conditions and Prices

Subscription rates for Services shall be as set forth on the applicable Purchase Order or if not set forth on the Purchase Order, at https://www.ringover.com/pricing.

1. Type of package according to the chosen Subscription

When subscribing to the Services, Customer may, provided they are eligible, opt for unlimited calls or for billing on a consumption basis:

In the event of a Subscription for Services with unlimited calls, all Authorized Users shall receive access to an unlimited call and fax sending package to the destinations accessible at the following URL https://www.ringover.com/pricing or as set forth on the appliable Purchase Order. Such package with unlimited calls is limited to traditional business telephony use, in the context of an interpersonal conversation between two individuals. In order to make or receive calls not included in this unlimited package, Customer must first purchase prepaid call credits, which can be used by its Authorized Users. These credits are valid for the Term and are non-refundable, non-exchangeable and non-transferable to another customer account. The addition of any access to Services or Ringover Numbers during the Term will give rise to additional charges which will be calculated on the basis of the prices indicated on the applicable Purchase Order, or if not set forth on such Purchase Order, at https://www.ringover.com/pricing.

Deletion of a Ringover Number associated with a Customer account with no commitment will be free of charge. Deletion of a Ringover Number associated with a Ringover Account with a committed Subscription to Services will result in the invoicing of an amount equal to six (6) months of applicable Fes. Deletion of a Ringover Number during an assignment prior to its portability or during a test period as mutually agreed upon by the Parties will be free of charge for Customer.

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://www.ringover.com/pricing.

3. Exceeding the package

If Customer exceeds its use limitations for the Services, calls will be charged per second, according to Ringover’s current rates. With respect to calls not included in a Customer’s unlimited package, Services will be invoiced per second from the first second, except in the case of calls to special numbers as set forth by Ringover.

4. Volume commitment

Customer shall not reduce the volume of committed Subscriptions to the Services during the Term (whether with respect to the initial Subscription set forth on the applicable Purchase Order or additional Subscriptions added during the Term).

5. Annual revision

Annual Subscription: RINGOVER reserves the right to increase the price of the Access and Ringover Numbers included by up to six percent (6%) per year at the end of the initial or renewed commitment.

Monthly Subscription: RINGOVER reserves the right to increase the price of the Access and Ringover Numbers included by up to six percent (6%) per year from the anniversary date of the signing of the Purchase Order.

The Customer may contact [email protected] at least three (3) months before the date of renewal of the commitment of the anniversary date of the signing of the Purchase Order if it wishes to negotiate the terms and/or conditions af application of the annual price revision.

6. Add-ons

The list of add-ons to the Services available for additional Fees is available at https://www.ringover.com/add-ons-prices.

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