PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. EMERGENCY SERVICES – 911 DIALING
1.1 911 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 Service, 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 Service, including 911 Dialing. Service outages or suspensions or disconnections of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning. Disconnection of your account will prevent all Service, 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.
1.2 Registration of Physical Location Required.
For each phone line 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 the 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 line.
1.3 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. You further recognize that RingRx is not a replacement for your primary telephone service and you are hereby advised to maintain a traditional wireline or wire-based telephone service at all times. By agreeing to these terms of service and by your use of the Device, you acknowledge and accept that the Device may not support or provide emergency service at all times. You represent and warrant to RingRx that you already have made additional arrangements with a third party to access emergency services.
1.4 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.
1.5 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 the Service, 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 Service, 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.
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. 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.
4. GENERAL PRICING AND FEES.
RingRx’s prices are shown in the Pricing Schedule and you will be charged based on the Plan and Options you select during the ordering process. A Subscriber who selects a “Month to Month” Plan (a “Monthly Subscriber”) will pay the monthly price(s) listed on the Pricing Schedule corresponding to the Plan and Options chosen by such Monthly Subscriber at the time of order. Pricing Schedule is visible on our website or completed separately 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.
4.1 Taxes and Fees on Free Services.
Any plan that comes with free service will be assessed applicable taxes, surcharges, and fees periodically, based on the details of the plan selected. These fees will be calculated based on the standard price for the service. Services are subject to suspension and termination if balances are not paid in a timely manner per Section 4 of RingRx’s Terms of Service.
5. PAYMENT, LATE FEES AND OTHER CHARGES.
There is no money back guarantee for any Services unless specifically written in a special one time promotion. There are no prorated refunds for unused time. All services will be charged via automatic credit card withdrawal. Unless otherwise stated in the Pricing Schedule, RingRx will invoice and charge Subscribers monthly. Subscribers are 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. All disconnected accounts and all accounts suspended for non-payment are subject to a fifteen dollar ($15.00) reconnection fee. 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 and incur a twenty-five dollar ($25.00) processing fee and all other applicable fees and charges. Subscribers must pay a twenty-five dollar ($25.00) service charge on disputed credit cards and credit card chargebacks. Past due accounts will accrue a monthly charge of one and one-half percent (1.5%) of the past due balance or one dollar ($1.00), whichever is greater.
You are responsible for all charges attributable to your account incurred with respect to the Services. 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.
5.1 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 lines. Operator calls are billed at $3.00 per call. Operator calling is disabled by default on all new phone lines, but may be activated using the My Account Dialing Options.
5.2 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 one-cent ($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.
5.3 Reasonable Use Policy.
Unless otherwise specified RingRx’s platform and service is meant for person to person conversational traffic. Usage patterns beyond this, defined as approximately 5000 minutes per month per user, 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 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.
5.4 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.
RingRx provides the option to lease the Subscriber new or used IP Phones, ATA’s or other necessary equipment for delivery of this Service. All used equipment is provided on as-is basis and you agree to hold RingRx harmless for any defective equipment. Defective equipment, including the original power supply, must be returned to RingRx at RingRx’s expense via a provided UPS shipping label within 30 days of receiving the replacement device. In the event of Service termination by either Subscriber or RingRx, Subscriber must return to RingRx all leased equipment (ATAs, routers, phones, etc), including the original power supplies, in undamaged, usable condition at Subscriber’s expense within thirty (30) days of termination. In the event Subscriber does not return the leased hardware to RingRx in working condition within such thirty (30) day period, Subscriber must 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 3 business days from the date of receipt.
6.1 Subscriber Supplied Equipment.
RingRx may provide the option for Subscribers to supply their own VoIP equipment. If a Subscriber supplies their own, the Subscriber assumes the risk of service incompatibility. Incompatible Subscriber equipment or other Subscriber equipment shall not relieve Subscribers from any of their obligations under this Agreement while troubleshooting defective or incompatible equipment even if Subscriber’s Service is down during such periods of troubleshooting.
6.2 Converting From Subscriber Supplied Equipment to RingRx Supplied Equipment.
Should a Subscriber who has supplied their own hardware wish to instead utilize RingRx’s leased equipment, this option is available by contacting our Support Department. Subscriber must authorize RingRx to charge their account a one-time fee for shipping and handling of this equipment, based on the current shipping rates for new customers. This hardware is provided on a free-lease basis, subject to the terms and conditions described in Section 6.0 of this Agreement.
6.3 Converting From RingRx Supplied Equipment to Subscriber Supplied Equipment.
Subscribers may convert from RingRx Supplied Equipment to their own equipment by contacting our Support department. Any Leased equipment must be returned to RingRx within 30 days of converting to Subscriber Supplied Equipment.
6.4 Equipment Replacement.
If any RingRx supplied equipment appears to be malfunctioning, the Subscriber must contact Technical Support and work with them to determine if the device is in need of replacement. Only a Technical Support representative has the ability to determine if a device is in need of replacement. If a device is determined to have malfunctioned due to manufacturer defect, a free replacement will be provided at RingRx’s expense. If a device is determined to have malfunctioned for any other reason, including but not limited to incorrect power supply, customer negligence, and damage from misuse, Subscriber may be liable for the MSRP of the damaged device. After paying the damaged device fee, a Subscriber can choose to receive a new device from RingRx as a replacement or purchase a suitable, supported replacement on their own.
This Agreement is effective upon Subscriber’s acceptance as provided above and shall continue until terminated by Subscriber or RingRx pursuant to this Agreement.
7.1 Monthly Subscribers.
Each Monthly Subscriber is on automatically renewing monthly terms billed on the anniversary of their service commencement.
8. TERMINATION BY SUBSCRIBER.
Subscriber may terminate this Agreement at any time for any reason by providing RingRx with a thirty (30) days written notice in the form of a valid written termination request and paying all fees and other charges accrued or otherwise payable under the terms of this Agreement. Such thirty (30) day period begins on the date on which RingRx receives Subscriber’s valid written termination request. A Monthly Subscriber’s termination will be effective on the later of (a) the end of last day of the calendar month during which such thirty (30) day period ends (e.g., a valid written termination request received by RingRx any time during January will result in termination effective at the end of February) or (b) the end of last day of the calendar month requested by the Monthly Subscriber. A Contract Subscriber’s termination, if received by RingRx at least thirty (30) days prior to the end of their Contract Term, will be effective at the end of such Contract Term, unless such Contract Subscriber requests an earlier date. Notwithstanding the foregoing provisions of this section 8, if RingRx receives a written termination request from a Subscriber, RingRx may, in its sole discretion, terminate this Agreement on a date earlier than the date otherwise prescribed by this section 8. If this Agreement is terminated prior to the end of a Contract Subscriber’s Contract Term, such Contract Subscriber must pay, in addition to all fees and other charges accrued or otherwise payable under the terms of this Agreement, an early termination fee in the amount of ninety-nine dollars($99.00) (“Early Termination Fee”) or the remainder of the contract amount, whichever is less. In the event a Contract Subscriber terminates this Agreement prior to the end of their Contract Term because of a service-related problem not caused by the Subscriber that RingRx has failed to cure after what RingRx determines in its sole discretion to be a reasonable amount of time based on the circumstances, the Subscriber is entitled to a waiver of the Early Termination Fee. For such waiver to apply, the reason for the waiver stated above must have occurred before termination and the Subscriber must report such reason for termination to RingRx in the Subscriber’s valid written termination request. RingRx must in turn be given the opportunity to resolve the problem and the Subscriber must be willing and able to troubleshoot with RingRx. RingRx does not monitor Subscriber accounts for activity, and absence of activity or cancellation of a Subscriber’s Internet service will never constitute a termination request. A written termination request is valid only if it includes your VOIP phone number, main username, date you wish the service to be cancelled and is submitted to our accounts department via email at:
9. TERMINATION BY RingRx.
If, in RingRx’s sole and absolute discretion, (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 Service, 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.
10. 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 Service. If a Subscriber’s Service 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.
11. TECHNICAL SUPPORT.
RingRx assumes that all Subscribers possess a basic understanding of their computers and their limitations. RingRx will not train you in basic computer skills (e.g., deleting files or creating directories). Technical support is intended to facilitate the setup of your properly functioning computer system for access to our services. Your computer must have an active working connection to the internet before any technical support will be dispensed. If you are having problems connecting to the internet, you will need to contact your Internet Service Provider (ISP) for assistance getting connected first. 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 a single line analog telephone connected directly to our device. RingRx is not responsible for connection problems due to a computer 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. If a Subscriber wishes to utilize RingRx’s technical support, the Subscriber must be available at the same location as the hardware to help troubleshoot the connection or computer setup. RingRx assumes no obligation to provide support services for any third party products or services, including but not limited to the quality of the connection provided by the Internet Service Provider (ISP) or for problems with our service 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 that service. RingRx does not provide on-site technical support.
11.1 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.
12. 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 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 service 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 service, the software, the equipment or the internet. You expressly assume all risk and responsibility for the use of the service, the software, the equipment and the internet generally. You agree not to use the service, 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 service, the software or the equipment, regardless of the type of claim or the nature of the cause of action, including without limitation, those arising under contract, tort, negligence or strict liability, even if 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 12 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 service, the software or equipment, or for your breach of the agreement (including any policies relating to the service.)
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.
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 Service); (b) the use of the Service, the Software, the Equipment or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Service); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Service); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of the other party; or (e) claims for infringement of any intellectual property rights arising from the use of the Service, the Software, the Equipment or the Internet.
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 Service) 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 Service for Monthly 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 Service immediately.
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.
16. DISPUTE RESOLUTION WITH RINGRX BY BINDING ARBITRATION. PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting RingRx customer care at 1-888-980-6860. In the unlikely event that RingRx’s customer care department is unable to resolve a complaint you may have to your satisfaction, both parties agree to resolve such disputes through binding arbitration, for claims of $5,000 and greater, or small claims court, in the event the claim is less than $5,000, instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. For any non-frivolous claim that does not exceed $75,000, RingRx agrees to pay all costs of the arbitration, but in no event shall RingRx be responsible or costs incurred in bringing an action in small claims court, unless directed otherwise by the court. In arbitration you are entitled to recover attorneys’ fees from RingRx to at least the same extent as you would be in court. Further, under certain circumstances (as explained below), RingRx will pay you more than the amount of the arbitrator’s award and will pay your attorney (if any) his or her reasonable attorneys’ fees if the arbitrator awards you an amount that is greater than what RingRx has offered you to settle the dispute.
16.1 Arbitration Agreement.
- (a) RingRx and you agree to arbitrate all disputes and claims between you and RingRx of $5,000 and greater. All claims less than $5,000 shall be addressed in small claims court. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
- claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
- claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising);
- claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
- claims that may arise after the termination of this Agreement.
- References to “RingRx”, “you,” and “us” includes our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services under this or prior Agreements between us. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND RingRx ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.
- (b) A party who intends to seek arbitration must first send to the other a written notice of the dispute by certified mail (“Notice”). The Notice to RingRx should be addressed to: RingRx 114 E. Haley Street. Suite L, Santa Barbara, Ca (“Notice Address”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). If RingRx and you do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or RingRx may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by RingRx or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or RingRx is entitled. You may download or copy a form Notice and a form to initiate arbitration from http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175.
- (c) After RingRx receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than $75,000. (The filing fee currently is $125 for claims under $10,000, but is subject to change by the arbitration provider. If you are unable to pay this fee, RingRx will pay it directly upon receiving a written request at the Notice Address.) The arbitration will be governed by the Commercial Arbitration Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this agreement. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. Unless RingRx and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as otherwise provided for herein, RingRx will pay all AAA filing, administration and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case, you agree to reimburse RingRx for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of these fees will be governed by the AAA rules.
- (d) If, after a finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of RingRx’s last written settlement offer made before an arbitrator was selected, then RingRx will:
- pay you the amount of the award; and
- pay your attorney, if any, the amount of attorneys’ fees, and reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration (“the attorney premium”).
- If RingRx did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney premium, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
- (e) The right to attorneys’ fees and expenses discussed in paragraph (d) supplements any right to attorneys’ fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under the applicable law, this provision does not preclude the arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorneys’ fees or costs. Although under some laws RingRx may have a right to an award of attorneys’ fees and expenses if it prevails in an arbitration, RingRx agrees that it will not seek such an award.
- (f) 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 claim. YOU AND RingRx AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and RingRx agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
- (g) Notwithstanding any provision in this Agreement to the contrary, we agree that if RingRx makes any future change to this arbitration provision (other than a change to the Notice Address) during the period of time that you are receiving Services, you may reject any such change by sending us written notice within 30 days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision.
- (a) RingRx and you agree to arbitrate all disputes and claims between you and RingRx of $5,000 and greater. All claims less than $5,000 shall be addressed in small claims court. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
17. CHOICE OF LAW.
You and RingRx agree that the substantive laws of the state of your billing address 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 your billing address at the time the dispute is commenced, 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.
18. 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.
19. 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.
20. ENTIRE AGREEMENT.
This Agreement, including all policies posted on RingRx’s website, which are fully incorporated into this Agreement by reference, constitutes 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.
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.
22. ACCEPTABLE USE.
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 Service for any illegal, improper, or abusive purpose or in any way which interferes with our ability to provide Service 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:
- Behavior that is obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, or invasive of another’s privacy.
- Knowingly transmitting any material that contains viruses, time bombs, trojan horses, worms, or any other programs that may be harmful or dangerous.
- Creating a false identity (“ID spoofing”) or forged email address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.
- Transmitting any material that may infringe the intellectual property rights or other rights of third parties.
- Transmitting unsolicited information to users with no existing professional or personal relationship or other communication considered spamming.
- Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid any Reasonable Use Policy.
- Violating any U.S. or foreign law regarding the transmission of technical data, protected health information, or software exported through the Service.
You further understand and agree that:
- You shall be solely liable for any transmissions sent through the Service and that RingRx has no control over the content of any transmission.
- You will abide by all applicable RingRx policies, procedures, and agreements related to the Services.
- You shall not attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.
- You shall keep User credentials that were created for you confidential and not share them with other persons.
- You shall not attempt to gain access to RingRx services using credentials that were created for another person.
- You shall not interfere with other customers’ or third-parties’ use and enjoyment of the Service or use the Service in any manner which disrupts, prevents, or restricts any other customer from using the Service.
- Your use of the Service is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, HIPAA and HITECH laws, and false advertising).
- You are responsible for knowing and complying with all local, state and federal laws regarding recording of telephone calls through the Service.
- You are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service.
RingRx reserves the right, upon prior notice, to disconnect or suspend your Service if RingRx determines that your use of the Service violates this Reasonable 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.
23. 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”).
- All warranties, conditions, and responsibilities of regulatory compliance between subscriber and RingRx are spelled out in the business associate agreement (“BAA”). A fully executed BAA is required to ensure compliance.
- No language on our website, blog or any other material supersedes the description of guarantees made in this agreement
- This agreement along with the BAA subscriber signs represents the full extent of our compliance guaranty.
- Subscriber acknowledges that while our service is designed with security precautions and features that protect PHI and facilitate subscriber’s compliance, records, messages, and other content that is generated in the course of using RingRx’s service, can be used, modified, or transferred to other systems, in such a way by subscriber and subscriber’s staff as to jeopardize subscriber’s compliance. Specifically, messages, texts, recordings, faxes, can be copied, downloaded, or sent to unauthorized persons intentionally or unintentionally by subscriber’s users. Such actions are beyond RingRx’s control, and such activity is not the responsibility of RingRx in any way and are not covered practices in this agreement or in any BAA subscriber signs with RingRx. Subscriber acknowledges that if any text or voice message, fax, contact, or any other piece of information contained in RingRx’s service is downloaded, copied, transferred, or otherwise removed from RingRx’s systems, RingRx no longer has responsibility for its security.
- Any use of RingRx services in violation of the Terms of Service invalidates any BAA at the time of use.
- Some features in RingRx’s service can be enabled or configured in such a way that are not considered secure under HIPAA guidelines. It is the subscriber’s responsibility to ensure features are used in a manner considered acceptable by its HIPAA policies.
- RingRx makes no representation that any guidance, suggestions, or advice its representatives provide to subscriber constitute legal advice relating HIPAA or any other laws or regulations. subscriber should contact its own legal counsel for such advice.
25. PROPRIETARY RIGHTS
RingRx owns and shall at all times retain sole and exclusive right, title and interest to the Service, 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 TOS are retained by RingRx. Any new features or products provided by RingRx shall also constitute “Services” and shall be subject to this TOS.
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.
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.
27. TRANSFERRING NUMBERS.
RingRx gives subscribers the option of transferring telephone numbers to or from our service. Your account must be an active subscription to transfer a number out. Numbers may not be transferred during the free trial or demo period. If transferring a number away from RingRx, it is the subscriber’s responsibility to cancel their service after the number has successfully transferred. Disconnected telephone numbers are not eligible for transfer to or from our service. Cancelling an order to transfer a telephone number to RingRx will require a $100 expedite fee to cancel.
28. 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.
29. EXPEDITE FEE.
Any modifications made to an order prior to the port date will incur an expedite fee of $100.
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.