Contact Us: 1-888-980-6860
Contact Us: 1-888-980-6860
These Terms and Conditions of Service constitute a legally binding agreement (the “Agreement”) between the subscriber (“you,” “your” or “Subscriber”) and RingRx, LLC, a Delaware Limited Liability Company (“RingRx”, “us”, or “we”) with respect to your use . Please be aware that, any of the following actions, without limitation or qualification, constitutes your acceptance and agreement to be bound by and to comply with all of the terms and conditions of service of this Agreement: (a) your submission of an order; (b) your acceptance of the terms and conditions electronically during the ordering process; and/or (c) your use of the Service (as defined herein). This Agreement includes the terms set forth herein, the Acceptable Use Policy, the Privacy Policy, the Arbitration Agreement and all other materials specifically referred to in this Agreement, all of which are incorporated herein by reference.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND RINGRX CAN BE BROUGHT (SEE SECTION 18 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, INCLUDING YOUR DECISION TO OPT-OUT, REQUIRE YOU TO (A) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (B) SUBMIT CLAIMS YOU HAVE AGAINST RINGRX TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOUR SOLE OPTION IS TO NOT USE OR ACCESS THE RINGRX WEBSITE, SERVICES OR PLATFORM (THE “RINGRX PLATFORM”).
1. REVISIONS. RingRx may revise the terms and conditions of this Agreement from time to time (including any of the policies which may be applicable to usage of the Services) by posting such revisions to our website at https://ringrx.com/terms-of-service/. You agree to visit this page and the links therein periodically to be aware of and review any such revisions. Increases to the monthly price of the Services for Subscribers shall be effective beginning with the calendar month following the calendar month in which such increases are posted. Revisions to any other terms and conditions shall be effective upon posting. By continuing to use the Service after revisions are in effect, a Subscriber accepts and agrees to the revisions and to abide by them. Any Subscriber who does not agree to the revision(s) must terminate their Services through RingRx immediately.
2. SERVICE. RingRx will provide you with digital phone service, subject to the terms and conditions set forth herein (the “Service”). We recommend waiting until the Service is installed and tested for a few weeks before assuming that the Service will be available and of satisfactory quality.
3. ACCEPTABLE USE POLICY. All RingRx Services may only be used for normal business use and are provided only for communications dialog between two individuals or among groups. You understand and agree to use the Service only for lawful purposes and that you shall not, at any time, use the Services for any illegal, improper, or abusive purpose or in any way which interferes with our ability to provide Services to other customers, prevents or restricts other customers from using the Service, or damages any RingRx or other customer’s property. Prohibited uses include, but are not limited to:
You further understand and agree that:
RingRx reserves the right, upon prior notice, to disconnect or suspend your Service if RingRx determines that your use of the Services violates this Acceptable Use Policy. RingRx reserves the right to add to, modify, or amend the Reasonable Use Policy at any time for any reason in its sole discretion.
4.SUBSCRIBER INFORMATION. You acknowledge that you are eighteen (18) years of age or older, and you agree that you have the legal authority to enter into this Agreement and affirm that the information you supply to us is correct and complete. You understand that RingRx relies on the information you supply and that providing false or incorrect information may result in Service delays or the suspension or termination of your Service. You agree to promptly notify RingRx whenever your personal or billing information changes, including without limitation, your name, address, telephone number, and credit card number and expiration date, if applicable.
BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD.
5. TERM. This Agreement is effective upon Subscriber’s acceptance as provided above and shall continue until terminated by Subscriber or RingRx pursuant to this Agreement. Subscriber shall receive Services on a “Month to Month” basis, and shall be subject to an automatically renewing monthly term (“Monthly Term”), with amounts owed by the Subscriber due on the monthly anniversary of the date on which Services were initiated. For example, if Services are initiated by Subscriber on April 1, Subscriber shall be required to remit payment to RingRx on the 1st day of each month thereafter until termination of this Agreement.
6. TERMINATION BY SUBSCRIBER. Subscriber may terminate this Agreement at any time, for any reason, without notice, by completion of the RingRx Cancellation Form available here: https://ringrx.com/ringrx-service-cancellation/. Completion of the RingRx Cancellation Form is required in order to effectuate cancellation of this Agreement and your relationship with RingRx. Following cancellation, all account information stored on your account will be deleted, and not recoverable. As set forth in Section 9.1 below, no portion of the payment remitted by you to RingRx for the Services will be refundable in the event of cancellation.
7. TERMINATION BY RingRx. If, in RingRx’s sole and absolute discretion, it determines that (a) a Subscriber is in breach of any of the terms of this Agreement (including but not limited to the Acceptable Use Policy); (b) a Subscriber’s use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Services, RingRx’s servers or other equipment, or the use and enjoyment of other users; (c) a Subscriber acts in an abusive or menacing manner when dealing with RingRx’s technical support staff, customer service staff or any other RingRx employees or representatives; (d) RingRx receives an order from a court of competent jurisdiction to terminate a Subscriber’s Service; or (e) RingRx for any reason ceases to offer the Service, then RingRx at its sole election may terminate or suspend such Subscriber’s Service immediately without notice. For a termination in accordance with this paragraph, Subscriber remains liable for all unpaid fees and other charges accrued or otherwise payable under the terms of this Agreement, including without limitation the equipment charges set forth herein, if applicable.
8. TERMINATED SUBSCRIBER. RingRx, in its sole and absolute discretion may refuse to accept a Subscriber’s application for renewal or re-subscription following a termination or suspension of such Subscriber’s use of the Services. If a Subscriber’s use of the Services is terminated for any reason, such Subscriber, upon approval by RingRx, may enter into a new Agreement and must pay a new setup or activation fee as provided above. Upon the termination of a Subscriber’s use of the Service, RingRx has the right to immediately delete all data, files and other information stored in or for the Subscriber’s account without further notice to the Subscriber.
9. GENERAL PRICING AND FEES. RingRx’s prices are shown in the Pricing Schedule available at https://ringrx.com/pricing/, and you will be charged based on the plan and options you select during the ordering process. Subscribers will receive a “Month to Month” plan and will pay the monthly price(s) listed on the Pricing Schedule corresponding to the specific plan and options chosen each month. The Pricing Schedule is visible on our website and/or will be separately provided in the Service Proposal provided to you prior to starting service. However, such monthly prices are subject at any time to increase to RingRx’s then current prices.
9.1 Nonrefundable Charges. All charges paid to RingRx are non-refundable.
9.2 Taxes and Fees. With respect to the Services received by Subscriber, RingRx reserves the right to charge applicable taxes, surcharges, and fees periodically, at any time, based on the details of the plan selected. Currently, RingRx does not charge taxes, surcharges or fees in connection with the Services offered, but may choose to do so in the future, in its sole and absolute discretion. These fees will be calculated based on the standard price for the service provided. Services are subject to suspension and termination if balances are not paid in a timely manner per Section 7 of this Agreement.
10. PAYMENT, LATE FEES AND OTHER CHARGES.
10.1 Payment Schedule. Subscriber shall remit all amounts owed to RingRx (as determined in accordance with Section 9 of this Agreement) each month, on the monthly anniversary of the date on which Services were initiated. Services shall be paid for in advance, with Subscriber remitting payment for Services to be rendered over the thirty (30) days following receipt of payment. For example, if Subscriber pays for Services on April 1, Subscriber shall receive Services in connection with said payment through April 30. There is no money back guarantee for any Services rendered by RingRx unless specifically written into a special one-time promotion. There are no prorated refunds for unused time. Services will be charged via automatic credit card withdrawal.
10.2 Prorating for Additional Services. If Subscriber wishes to add additional service(s) to the range of Services it receives from RingRx prior to expiration of the Monthly Term, Subscriber will pay an increased amount prorated for that portion of the Monthly Term during which the additional Services are received. For example, if Subscriber adds additional Services to its current plan on day ten (10) of the Monthly Term, Subscriber will be charged, for the remaining twenty (20) days of the Monthly Term, an increased amount reflective of the additional Services provided.
10.3 Nonpayment, Suspension, Fees and Penalties. Subscribers continue to be responsible for paying monthly subscription fees while Services are suspended due to non-payment. In the event that an account is terminated for any reason with an outstanding balance, RingRx will continue to electronically charge the credit card on file for the outstanding balance until all balances are fully resolved. Subscribers are responsible for any disputed charges beyond sixty (60) days from the date of the charge. Any account which goes into collection status will be transferred to a collection agency by RingRx, and RingRx reserves the right to assess a $25.00 processing fee in connection with such transfer (the processing fee shall be in addition to all other applicable fees and charges). RingRx further reserves the right to assess a $25.00 service charge on disputed credit cards and credit card chargebacks. With respect to all past due accounts, RingRx reserves the right to assess a monthly charge of one and one-half percent (1.5%) of the past due balance or $1.00, whichever is greater, subject to accrual.
10.4 Responsibility for Erroneous or Fraudulent Charges. You are responsible for all charges attributable to your account incurred with respect to the Services. You agree to review your invoices or statements regularly and notify RingRx immediately, in writing by email to billing@ringrx.com, to report any errors or problems with your bill. RingRx requires that initial notice of any such errors or problems be submitted exclusively by email to the above-mentioned email address. RingRx agrees to make corrections to any errors in the current billing period and the preceding billing period if it is determined an error caused the charge. RingRx may, depending on circumstances and at RingRx’s sole discretion, agree to refund charges on your account if RingRx’s actions caused an erroneous charge in previous billing periods. You agree that RingRx will not provide refunds on any charges in any period 90 days prior to when the error was reported to RingRx, regardless of whether the error resulted from your error, RingRx’s error, or miscommunications between parties. You further agree that you are responsible for updating payment methods on your account in the RingRx user portal and any errors in the portal are your sole responsibility. You agree to notify RingRx immediately, in writing or by calling the RingRx customer care line at 1-888-980-6860, if you become aware at any time that Services are being stolen or fraudulently used. You are responsible for all usage charges attributable to your account, even if incurred as a result of fraudulent or unauthorized use by third parties, until you report the theft or fraudulent use of the Services. You are solely responsible for securing all passwords and access numbers to guard against and prevent unauthorized access to Services by third parties. RingRx, may, but is not obligated to, detect or report unauthorized use or fraudulent use of Services. You agree to save, defend, indemnify and hold RingRx harmless from all claims, costs, liabilities and damages arising out of such fraudulent use.
10.5 Directory Assistance and Operator Services Directory Assistance is charged at $0.99 per call and $0.10 per minute after two minutes. Directory Assistance is enabled by default on all new phone numbers. Operator calls are billed at $3.00 per call. Operator calling is disabled by default on all new phone numbers, but may be activated using the My Account Dialing Options.
10.6 Answer to Seizure Ratio (ASR) For each billing cycle, if more than 20% of a Subscriber’s traffic is 6 seconds or less in duration, RingRx shall charge an additional $0.01 per call for all calls that are 6 seconds or less above the 20% limit. Subscriber acknowledges that calls that surpass the call duration threshold and are charged accordingly, as defined above, are due and owing to RingRx. These charges are non-negotiable and Subscriber waives the right to dispute these valid charges.
10.7 Reasonable Use Policy Unless otherwise specified, RingRx’s platform and service is meant for person to person conversational traffic. Every person using the service should be assigned their own unique User credentials. Usage patterns beyond this, defined as approximately 5000 minutes per month per user, or evidence of credential sharing, may be subject to additional charges for misuse of the network. Based on such usage, RingRx may determine that abnormal or unreasonable usage is occurring, and may charge additional User fees, or an overage fee of $0.02 per minute over 5000 minutes, or take appropriate steps to enforce this Policy and the Terms of Service (“RingRx’s Rights”) including suspension or cancellation of Service.
10.8 Unprovisioned 911 Calls For each billing cycle, if a Subscriber places one or more 911 calls but does not have a valid 911 address on file with RingRx, RingRx shall charge $100 for each call placed. These charges are non-negotiable and Subscriber waives the right to dispute these valid charges.
11. EQUIPMENT. As part of RingRx’s service, Subscriber may use equipment supplied by RingRx. RingRx offers three ways to obtain equipment:
11.1 Equipment Provided by RingRx as Part of Plan. RingRx may provide Subscriber with equipment as part of the regular subscription plan. Equipment provided under the Subscriber’s plan is considered a rental. It is not a lease or a purchase and as such, Subscriber does not own the equipment. In general, and unless otherwise agreed to, equipment provided as part of a plan requires that a unique user to be bound to that device. All equipment is provided on as-is basis and Subscriber agrees to hold RingRx harmless for any defective equipment. Such equipment is provided for Subscriber’s benefit to use while a customer of RingRx and must be returned upon service termination at Subscriber’s expense. Equipment provided as part of Subscriber’s plan may be new, refurbished, or reconditioned at RingRx’s sole discretion. Subscriber is responsible for all amounts owed in connection with the shipment and return of the equipment provided pursuant to this Section.
11.1.1 Defective Equipment. Subscriber must contact RingRx support to determine if equipment is defective, prior to returning equipment. Subscriber agrees to cooperate with reasonable troubleshooting to determine the state of the equipment and whether remediation can be administered remotely. If RingRx support determines that equipment is defective, the defective equipment, including the original power supply, must be returned to RingRx via a RingRx provided shipping label (courier of RingRx’s choice) within thirty (30) days of receiving replacement equipment. RingRx agrees to pay for shipping for any defective devices requiring replacement during an active subscription. If RingRx does not receive the equipment within thirty (30) days, Subscriber will be charged the MSRP of the replacement device.
11.1.2 Return of Equipment at Service Termination. In the event of Service termination by either Subscriber or RingRx or removal of devices from account by Subscriber, Subscriber must return to RingRx Shipping Department all equipment (ATAs, routers, phones, etc.), including the original power supplies, cords, cables, handsets, stands, in undamaged, usable condition at Subscriber’s expense within thirty (30) days of termination or device removal. In the event Subscriber does not return rented hardware to RingRx Shipping Department in working condition within such thirty (30) day period, Subscriber agrees to pay MSRP for the device plus applicable taxes per unreturned device to purchase the device(s) from RingRx. Returned equipment check-in can take up to three (3) business days from the date of receipt. Shipping address is available on our support site at support.ringrx.com or you may contact RingRx Support desk for details.
11.2 Equipment Leased to Subscriber. RingRx may provide Subscriber with leased equipment as part of the regular subscription plan. Subscriber does not own leased equipment. All equipment is provided on an as-is basis and Subscriber agrees to hold RingRx harmless for any defective equipment. Because such equipment is being leased, a portion of the purchase price of the equipment is amortized throughout the duration of the service period. Subscriber may elect to buyout equipment during or at the termination of Services. Buyout amounts are determined based on amortization schedule, plus fees and taxes. A buyout amount shall be determined by RingRx, in its sole discretion, at request of Subscriber. Leased equipment must be returned if service is terminated prior to completion of the lease or must be purchased. If Subscriber does not return leased equipment within thirty (30) days, Subscriber agrees to pay full buyout amount as calculated by RingRx. Subscriber is responsible for shipping of initial order plus final return on termination.
11.2.1 Defective Leased Equipment. Subscriber must contact RingRx support to determine if leased equipment is defective prior to returning equipment. Subscriber agrees to cooperate with reasonable troubleshooting to determine state of equipment and whether remediation can be administered remotely. If RingRx support determines that equipment is defective, the defective equipment, including the original power supply, must be returned to RingRx via a RingRx provided shipping label (courier of RingRx’s choice) within thirty (30) days of receiving replacement. RingRx agrees to pay for shipping for any defective leased equipment requiring replacement during an active subscription. If RingRx does not receive the equipment within thirty (30) days, Subscriber will be charged the MSRP of the replacement device plus all applicable taxes and fees.
11.2.2 Return of Leased Equipment at Service Termination. In the event of Service termination by either Subscriber or RingRx or removal of devices from account by Subscriber, Subscriber must return to RingRx all leased equipment (ATAs, routers, phones, etc.), including the original power supplies, cords, cables, handsets, stands, in undamaged, usable condition at Subscriber’s expense within thirty (30) days of termination or device removal. In the event Subscriber does not return rented hardware to RingRx in working condition within such thirty (30) day period, Subscriber agrees to pay the MSRP for the device plus all applicable taxes and fees per unreturned device to purchase the device(s) from RingRx. Returned equipment check-in can take up to three (3) business days from the date of receipt.
11.3 Equipment Sold to Subscriber by RingRx. RingRx may sell Subscriber equipment as part of Subscriber’s regular subscription plan. Equipment sold is owned by Subscriber and as such RingRx makes no warranties with respect to said equipment. Purchased equipment is not a lease or a rental and as such, RingRx has no responsibility to replace, repair, refund, or troubleshoot defective equipment. Subscriber must contact the manufacturer to determine applicable warranties covering equipment purchased from RingRx.
11.4 Equipment Supplied by Customer. In general, RingRx supplies all equipment used by Subscriber. In some circumstances, RingRx may permit Subscriber to supply their own equipment. Subscriber agrees to hold harmless RingRx for any defects or malfunctions of subscriber-supplied equipment and RingRx takes no responsibility for proper functioning of such equipment. Unless otherwise agreed to, every subscriber-supplied desk phone must be assigned to a unique User. Subscriber is responsible for managing and configuring their own equipment
12. TECHNICAL SUPPORT. RingRx agrees to provide technical support to Subscriber. Subscriber understands that support is provided on an as needed basis and the timeliness is conditional based on the needs of other Subscribers and the nature of the support request. RingRx assumes that all Subscribers possess a basic understanding of their devices (e.g., computers, phones, tablets) and their limitations. RingRx will not train Subscriber in basic technical skills. Support is provided at the request of the Subscriber and is performed as part of RingRx’s Services. RingRx relies on Subscriber to provide accurate information and feedback to make appropriate adjustments to your service settings. RingRx does not test changes made to Subsriber’s service configuration, regardless of whether the changes were made by a RingRx or Subscriber. Subscriber is responsible for testing any changes made by RingRx and providing feedback to make corrections or changes as needed. In some cases, changes to Subscriber’s system requires testing that cannot be done at present times. It is Subscriber’s responsibility to test the system at appropriate times. If Subscriber is having problems connecting to the internet on the device for which technical support is requested, Subscriber will need to contact their Internet Service Provider (ISP) or cell phone carrier for assistance getting connected prior to RingRx providing technical support. Our technical support staff is not trained to, has no obligation to, and will not assist you in installing and/or troubleshooting modems, network cards, routers, complex network configurations or telephone lines, neither will they provide any technical assistance or support for any third-party Software. The scope of support is limited to RingRx supplied devices and services. RingRx is not responsible for connection problems due to a device that is infected with viruses, spyware, or malware. It is the Subscriber’s responsibility to initiate and be available for technical support during RingRx’s hours of operation. RingRx assumes no obligation to provide support services for any third-party products or services, or for problems with our Services caused by third party products or services. It is the responsibility of the Subscriber to troubleshoot any issues with third-party products or services with the provider of those products or services. RingRx does not provide on-site technical support.
12.1 Incompatibility With Other Services
a. Non-Voice Equipment Limitations. You acknowledge that our service may not be compatible with all non-voice communications equipment, including but not limited to home security systems, TTY, medical monitoring equipment, TIVO, satellite television systems, PBX, Centrex, other private telephone networks, and dial-up modems. You waive any claim against RingRx for interference with or disruption of these services and equipment, as well as any claim that RingRx is responsible for any disruption to your business, if applicable.
b. Hardware Compatibility Issues. There may be other internet services or hardware with which our service may be incompatible, including but not limited to: Fixed Wireless, Satellite, and Power over Ethernet connections. Some providers of broadband service may provide modems that prevent the transmission of communications using our service. We do not warrant that our Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of our service with any particular broadband service.
13. EMERGENCY SERVICES – 911 DIALING.
13.1 911 Dialing. RingRx uses the same national 911 network that all traditional telephone companies use. Be aware that 911 dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Services, including 911 dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the device prior to utilizing the Services, including 911 dialing. Service outages or suspensions or disconnections of service by your broadband provider or ISP will prevent all Services, including 911 Dialing, from functioning. Disconnection of your account will prevent all Services, including 911 dialing, from functioning. Your ISP, broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. If you suspect this has happened to you, you should alert us to this situation and we will work with you to attempt to resolve the issue. During the period that the ports are being blocked or your Service is impeded, your Service, including 911 dialing, may not function. You acknowledge that RingRx is not responsible for the blocking of ports by any third party or any other impediment to your usage of the Service, and any loss of Service, including 911 dialing, which may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you disconnect the Service in accordance with this Agreement. If there is a Service outage for any reason, such outage will prevent all Service, including 911 dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement. You authorize us to disclose your name and address to third parties involved with providing 911 dialing to you, including, by way of illustration but not limitation, call routers, call centers and local emergency centers.
13.2 Registration of Physical Location Required. For each phone number that you utilize with the Service, you must register the physical location where you will be using the Service with us. Your initial location will be registered as a part of subscribing to the Service. It is incumbent on you to confirm the accuracy of your physical address through your online account and update it if you have any changes, additions, or transfers of phone numbers. When you move your device to another location, you must update your location. If you do not update your location, 911 calls you make may be sent to an emergency center near your old address. You may update a location by logging on to your online account. For purposes of 911 dialing, you may only register one location at a time for each phone number.
13.3 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 dialing service, you should make arrangements for an alternate means of accessing traditional 911 or E911 services or disconnecting the Service. You understand that additional arrangements should be made to access emergency services. To access emergency services, you acknowledge and accept that it is your sole responsibility to purchase, with a third-party separately from RingRx, traditional wireless or wireline telephone service that offers access to emergency services. By agreeing to these terms of service and by your use of the Services, you acknowledge and accept that the Services may not support or provide emergency dialing services at all times. You represent and warrant to RingRx that you already have made additional arrangements with a third party to access emergency services.
13.4 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks.
13.5 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 dialing service are answered or addressed by any local emergency response center. We expressly disclaim any and all responsibility for the conduct of such local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither RingRx nor any of its officers, directors, members or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 dialing service unless such claims or causes of action arise from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless RingRx, its officers, directors, members, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Services, including 911 dialing, incorrectly routed 911 dialing calls, and/or the inability of any user of the Service to be able to use 911 dialing or access emergency service personnel.
14. COPYRIGHT AND LICENSES. The entire contents of this Agreement, the Services and RingRx’s website are protected under the United States copyright laws. The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement.
15. WARRANTIES AND LIMITATIONS OF LIABILITY. You acknowledge and agree that the service, equipment, and software supplied hereunder are provided on an “as is” or “as available”basis, with all faults. Except as otherwise specifically set forth in this agreement and as otherwise specifically set forth in any manufacturer warranty for any software or equipment provided by RingRx (but only if such warranty is included with such software or equipment). RingRx (and its officers, employees, subsidiaries, and affiliates), its third party licensors, providers and suppliers disclaim any and all warranties for the service, software and equipment whether expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, accuracy, non-infringement, non-interference, title, compatibility of computer systems, integration, and those arising from a course of dealing, course of trade, or arising under statute. No advice or information given by RingRx or its representatives shall create a warranty. Use of RingRx technical support is at your own risk and is not warranted. RingRx assumes no liability for any damages or penalties incurred by Subscriber for failure due to system malfunction or support misconfiguration of any feature Subscriber uses. RingRx does not warrant or guarantee that VoIP service can be provisioned to your location, or that provisioning will occur according to a specified schedule, even if RingRx has accepted your order for service. The provisioning of Services is subject to circuit availability and other factors. In the event your account is not provisioned for any reason, neither you nor RingRx shall have any duties or obligations under this agreement (other than your obligation to return any provided equipment, pursuant to the terms of this agreement). RingRx does not warrant that the service, software, or equipment provided by RingRx will perform at a particular speed, bandwidth or data throughput rate, or will be uninterrupted or error-free. RingRx shall not be liable for loss of your data, or if changes in operation, procedures, or services require modification or alteration of your equipment, render the same obsolete or otherwise affect its performance. RingRx makes no warranty regarding any transactions executed using the Services, the software, the equipment or the internet. You expressly assume all risk and responsibility for the use of the Services, the software, the equipment and the internet generally. You agree not to use the Services, the software or the equipment in any high risk activities where damage or injury to person, property, environment, or business may result if an error occurs. In no event shall RingRx (or any of its officers, directors, employees, members, parent, subsidiaries, or affiliates), its third party licensors, providers or suppliers be liable for: (a) any direct, indirect, special, consequential or incidental damages, including without limitation, lost profits or loss of revenue or damage to data arising out of the use, partial use or inability to use the Services, the software or the equipment, regardless of the type of claim or the nature of the cause of action, including without limitation, those arising under contract, tort, negligence or strict liability, even if RingRx has been advised of the possibility of such claim or damages, or (b) any claims against you by any other party. All limitations and disclaimers stated in this Section also apply to RingRx’s third party licensors, providers and suppliers as third party beneficiaries of this agreement. Any rights or limits stated herein are the maximum for which RingRx (and its officers, employees, subsidiaries, and affiliates), RingRx’s third party licensors, providers and suppliers are collectively responsible. The remedies expressly set forth in this agreement are your sole and exclusive remedies. You may have additional rights under certain laws (such as consumer laws), which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply, our exclusions or limitations may not apply to you. RingRx reserves the right to pursue any and all legal and equitable claims against you pertaining to your use or misuse of the Services, the software or equipment, or for your breach of this Agreement (including any policies relating to the Services). Without (a) increasing any of the liabilities or other obligations RingRx (or its officers, employees, parent, subsidiaries or affiliates), its third party licensors, providers or suppliers are otherwise subject to pursuant to this Agreement or subjecting RingRx (or its officers, employees, parent, subsidiaries or affiliates), its third party licensors, providers or suppliers to any additional liabilities or other obligations or (b) increasing any of the rights you are otherwise entitled to pursuant to this agreement or providing you with any additional rights, the maximum aggregate liability of RingRx (and its officers, employees, subsidiaries and affiliates), its third party licensors, providers and suppliers for damages hereunder shall not exceed the unused portion of your prepaid fees, if any.
16. INDEMNIFICATION. You agree to defend, indemnify and hold harmless RingRx and its officers, directors, members and employees from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) any violation of applicable laws, regulations or this Agreement by you (or any parties who use your account, with or without your permission, to access the Services); (b) the use of the Services, the Software, the Equipment or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Services); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Services); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of the other party; or (e) claims for infringement of any intellectual property rights arising from the use of the Services, the Software, the Equipment or the Internet.
17. ASSIGNMENT. You agree not to assign or otherwise transfer this Agreement in whole or in part, including the Software or your rights or obligations under it. Any attempt to do so shall be void. RingRx may assign all or any part of this Agreement without notice and you agree to make all subsequent payments as directed.
18. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT.
18.1 You Agree to Submit to Binding Arbitration With RingRx in the Event of a Dispute. SUBJECT TO YOUR RIGHT TO OPT-OUT OF ARBITRATION (CONTAINED IN SECTION 18.2 BELOW) YOU AND RINGRX MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHT TO PURSUE RESOLUTION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Delaware without regard to any choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with RingRx ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and RingRx, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, members or interest holders. This Arbitration Agreement also applies to claims between you and RingRx’s service providers; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.
Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, THE “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND RINGRX. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: (i) this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), (ii) the RingRx Services, (iii) any other goods or services made available by RingRx or a third-party provider, (iv) your relationship with RingRx, (v) the threatened or actual suspension, deactivation or termination of your account or this Agreement, (vi) the Uniform Trade Secrets Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND RINGRX ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
18.2 Opting-Out of Arbitration. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT BY PROVIDING WRITTEN NOTICE OF SUCH INTENTION BY EMAIL TO ACCOUNTS@RINGRX.COM OR BY CALLING 1-888-980-6860.
18.3 Prohibition of Class Actions and Non-Individualized Relief. YOU UNDERSTAND AND AGREE THAT YOU AND RINGRX MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND RINGRX BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules to the contrary, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.
18.4 Rules Governing the Arbitration. Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.
As part of the arbitration, both you and RingRx will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different clients of similar organizations but is bound by rulings in prior arbitrations involving the Subscriber (as defined by this Agreement) to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.
18.5 Arbitration Fees and Awards. The payment of filing and arbitration fees will be governed by the relevant AAA Rules. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law.
18.6 Location of Arbitration. Unless you and RingRx agree otherwise, any arbitration hearings between RingRx and you will take place in Santa Barbara County, California.
18.7 Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (3) individual claims of sexual assault or sexual harassment in connection with the use of the RingRx Services. Where these claims are brought in a court of competent jurisdiction, RingRx will not require arbitration of those claims. RingRx’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement, or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.
18.8 Severability. Except as otherwise provided herein, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
18.9 Binding Effect; Third-Party Beneficiaries. This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the RingRx Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.
19. CHOICE OF LAW. You and RingRx agree that the substantive laws of the State of Delaware, except to the extent such law is preempted for inconsistent with Federal law, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. In the event of a dispute between us, the law of the State of Delaware, whether in litigation or arbitration, shall govern except to the extent that such law is preempted by or inconsistent with applicable Federal law. To the fullest extent permitted by law, you and RingRx agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
20. COMPLIANCE WITH AGREEMENT. RingRx’s failure at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties. The foregoing does not apply to the prohibition against class or representative actions that is part of the arbitration clause; if that provision is found to be unenforceable, the arbitration clause (but only the arbitration clause) shall be null and void.
21. THINGS BEYOND RINGRX’S CONTROL. RingRx will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, of other things we do not control, or an inability to obtain necessary equipment or Services.
22. ENTIRE AGREEMENT. This Agreement, including the Acceptable Use Policy, the Arbitration Agreement, the Privacy Policy and all policies posted on RingRx’s website, which are fully incorporated into this Agreement by reference, constitute the entire agreement between you and RingRx with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. Any changes by you to this Agreement, or any additional or different terms in your purchase orders, acknowledgements or other documents, written or electronic, are void.
23. NOTICE. Notices by RingRx to you shall be deemed given: (a) when sent to your primary contact email address, (b) when deposited in the United States mail addressed to you at the address you have specified in your account options or (c) when hand delivered to your address, as applicable.
24. REGULATORY COMPLIANCE. RingRx is a service provider for healthcare companies and has product and security features that facilitate Subscriber to protect patient health information (“PHI”).
25. PRIVACY POLICY. RingRx will treat each Subscriber’s personal information in accordance with RingRx’s privacy policy (“Privacy Policy”) published at https://ringrx.com/privacy-policy/. Subscriber agrees to the terms of the Privacy Policy. RingRx reserves the right to make changes to the Privacy Policy without notice.
26. PROPRIETARY RIGHTS. RingRx owns and shall at all times retain sole and exclusive right, title and interest to the Services, including all copyrights, trademarks, trade secrets, and all other intellectual property rights thereto, including without limitation with respect to all technology used in connection with or provided as part of the Services. All rights not expressly granted under this Agreement are retained by RingRx. Any new features or products provided by RingRx shall also constitute “Services” and shall be subject to this Agreement. You may not, and shall not allow any third party to: copy, distribute, sell, resell, license, sub-license, reproduce, disclose, lend, transfer, convey, modify, decompile, disassemble, or reverse engineer the Services and/or any of RingRx’s technology or software for any purpose whatsoever. RingRx shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
27. SURVIVAL. All obligations of the parties under this Agreement, which, by their nature, would continue beyond the termination, cancellation, or expiration of this Agreement, including without limitation, those provisions relating to Warranties and Limitation of Liability and Indemnification, shall survive such termination, cancellation or expiration.
28. TRANSFERRING NUMBERS. RingRx gives Subscriber the option of transferring telephone numbers to or from our service (aka “porting”). If transferring a number away from RingRx, it is the subscriber’s responsibility to cancel their service after the number has successfully transferred. Phone numbers associated with inactive or cancelled accounts may not be transferred. Upon termination of an account, the associated phone number will be permanently deleted from the account by RingRx, and RingRx will not recover the deleted phone number to permit its transfer (any transfer must occur prior to termination of the account with which it is associated).
29. CALLER ID SERVICE. RingRx sends current Caller ID information with every call placed. Caller ID information is the business name, with a maximum of 15 characters. RingRx has no control over the information that any terminating telephone company chooses to display. All telephone carriers update their Caller ID information periodically, but many companies do not update as often as RingRx sends updated data. If a disparity is found between the information that RingRx is sending and the information that a terminating telephone company is displaying, it is the Subscriber’s responsibility to contact the terminating telephone company and request that they display the correct data. RingRx is not responsible for errors involving spelling, punctuation, or capitalization of Caller ID information.
30. ELECTRONIC COMMUNICATIONS. When you visit RingRx, sign up for Service with us, or send emails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically in return. It is the responsibility of the Subscriber to maintain and update a valid email address with RingRx at all times. RingRx will not be held responsible for interruptions in Service or cancellation of Service for non payment due to an email not being received by the Subscriber or filtered out by the email provider being utilized by the Subscriber. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. RingRx sends regular account notifications, balance notifications, and subscription renewal emails, these emails cannot be opted out of. Periodic newsletters and feature update announcements can be opted out of by the Subscriber by clicking a link at the bottom of all optional email correspondence.
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