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Introduction

These Terms and Conditions of Sale and Service (hereafter “Terms”) are applicable to all commercial dealings of the company BJT PARTNERS - RINGOVER GROUP, having for commercial purposes the name “RINGOVER GROUP”, a French SAS (“société par actions simplifiée”) with a capital of 1 250 000 euros registered with the Nanterre Trade and Companies Register under number 480 234 210, of which the headquarters is located at 50 bis rue Maurice Arnoux in Montrouge (92120) France, (hereafter “BJT PARTNERS” or “Recipient” or “RINGOVER GROUP”) and its clients, (hereafter “Client” or “Subscriber”) who agree to use this service only in direct relation to their professional activity.

These Terms, which define the rights and obligations of each party as relates to the provision and use of the phone system service Ringover, must be accepted by the Subscriber, who commits to transmit them and ensure compliance by all persons under their responsibility invited to use this service (hereafter “Users”). These Terms, which you may save, print and keep on file, prevail over all other clauses in any other documentation, with the exception of order forms and prior express written consent. If any clause in these Terms is rendered inapplicable for any reason, this clause will be modified to a strict minimum to become applicable.

It is reminded that RINGOVER GROUP may be contacted through the forms provided on the site www.Ringover.com or by mail at the following address: BJT PARTNERS - RINGOVER GROUP, Ringover.com, 50 bis rue Maurice Arnoux, 92120 Montrouge, France.

Any subscription to the service entails acceptance of the Terms.

These Terms are available in multiple languages, with it agreed that in case of any conflicting interpretation between the different versions, the French version shall prevail.

Definitions

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

“Subscriber” or “Client” refers to any person subscribing to the Service offered by RINGOVER GROUP. The Subscriber must be a professional of a minimum age of 18 years and have the right to act on behalf of any represented agency. The Subscriber is permitted to acquire licenses providing the right to create other Users’ accounts.

“Subscription” or “Signup” is the process by which the Subscriber performs the procedures necessary to benefit from the Service provided by RINGOVER GROUP or one of its authorized distributors, business providers, resellers or authorized spaces.

“Subscriber Account” refers to the account created by the Subscriber upon Subscription with which are associated the User accounts and licenses acquired by the Subscriber.

The term “Licenses” designates the limited, temporary right of the Subscriber to create accounts for the benefit of the Users in order for them to have their own Ringover telephone numbers. The Subscriber may acquire one or more Licenses upon Signup or their use of the Service.

“User” refers to any professional aged at least 18 years who is authorized to use the Service by the Subscriber or an Administrator following the creation of a User Account by means of a License. Use of the Service by any User enacts the responsibility of the Subscriber.

“User Account” refers to the account created by the Subscriber by means of a license assigned to the User for use the Service.

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

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

“Administrator” refers to any professional of a minimum age of 18 years authorized by the Subscriber or another Administrator to oversee a User Account.

“Incident” refers to a complete interruption of the Service noted and measured by RINGOVER GROUP.

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

1. Description of Service and Prerequisites

Ringover is an online switchboard service that allows business colleagues to make and receive phone calls directly through the internet (with no software to install), a mobile application or SIP phone.

Ringover also allows the automatic transfer of calls to Ringover Numbers to a landline or mobile as well as the sending and reception of faxes, according to the conditions defined herein.

This Service is reserved for all professionals.

Anyone wishing to take advantage of the Service must visit the site Ringover.com in order to subscribe, providing a valid email address and mailing address corresponding to their geographic location, which will allow the creation of a Subscriber Account as well as User Accounts, depending on the number of Licenses purchased.

RINGOVER GROUP will then communicate to the Subscriber one or more Ringover Numbers associated with the Ringover Accounts created by the Subscriber, with the choice and type of numbers offered depending on the location the Subscriber indicates upon Signup.

The Ringover Service cannot be used to make calls to emergency services (112, 17, 18, 115…) except at the Client’s express request and on the condition that the concerned country be eligible (France, Belgium, Switzerland, UK, Ireland, Germany, Netherlands, Portugal, Spain, Italy, Sweden, Austria, United States of America), with the Subscriber having transmitted documentation to RINGOVER GROUP proving their geographic location. Client understand that the emergency call service is not provided on mobile lines.

It is the responsibility of the Client to inform all Users if emergency calls have not been activated.

It is expressly stated that in the case of any error or lack of precision regarding the geographic location provided by the Client, RINGOVER GROUP will incur no responsibility, notably in the case of failure of an emergency call. RINGOVER GROUP may also cancel the Subscriber Account without warning nor indemnity.

Before subscribing, the Subscriber must ensure that their telephone/internet service provider or network administrator allows phone calls to be made and received directly through the browsers Firefox (at least Version 54) or Chrome (at least version 58), a mobile application or a SIP phone. Otherwise, use of the Service is not possible.

It is the responsibility of the Subscriber and Users to ensure that, in order to receive quality service:

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

RINGOVER GROUP calls the Client’s attention to the fact that the MRCP protocol is not supported.

An overview of the services offered by BJT PARTNERS is available on the present site at the following address: https://www.ringover.com, with it understood that Ringover Numbers are not published in annual telephone directories. It is solely for the Subscriber to approach telephone directory services if they wish to make public one or more of their Ringover Numbers.

2. Conditions of Subscription and Activation of Service

Upon Subscription to the Service, the Subscriber will have to prove their identity as well as ability to act and represent the Client through the provision of supporting documents (certificate of incorporation or equivalent, identity card, powers, etc.).

The activation of a Subscriber Account is left to the discretion of RINGOVER GROUP, which specifically reserves the right not to activate the Subscriber Account in case of doubt of the Subscriber’s identity or ability to act as well as misrepresentation on the Subscriber’s part, or when payment authorisation is declined.

A Ringover Number is provided to the User upon the creation of a User Account by means of a license.

In application of law n°2020-901 of July 24, 2020, which aims to regulate phone canvassing and fight against fraudulent calls, and of the directive 2002/19/CE “Access to electronic communications networks”, RINGOVER GROUP provides the Service in the European Union and requires, for delivery of the Service, that the User has an address (postal or IP) located in the European Union during actual use of the Service.

Regulatory authorities may, in this context, require documentation proving the User’s identity, according to the type and area code of the telephone number entered upon Subscription. This documentation must be provided by the Subscriber upon the creation of the User Account. No activation of Service will be possible without these documents.

If this documentation is lacking, RINGOVER GROUP reserves the right to automatically terminate any User Account concerned without providing any refund.

In the case of inaccurate information provided during Subscription with no rectification within 8 (eight) days of notice, RINGOVER GROUP reserves the right to terminate the User Account. All sums paid by the Client will be retained by RINGOVER GROUP.

3. Acceptance and Modification of Ringover.com’s Terms

Pursuant to Article 1127-1 of the French Civil Code relating to electronic services, RINGOVER GROUP provides its clients with contractual conditions applicable to the service "Ringover.com" and the steps to follow to conclude the present contract on its website "www.Ringover.com.” Before the conclusion of the contract, RINGOVER GROUP will put into effect the technical means permitting the Subscriber to identify any errors in the information entered and to correct them.

To subscribe to Ringover’s service, the Subscriber must either:

  • complete the required fields on the subscription form and validate their Subscription. By checking the box “I have read and accept these Terms and Conditions of Use,” the Subscriber acknowledges all provisions of these Terms and agrees to submit to them unconditionally;
  • initial, sign and return the duly completed Order Form as well as all appendices (which include these Terms) to the following address: BJT PARTNERS - RINGOVER GROUP, Ringover Service, 50 bis rue Maurice Arnoux, 92120 Montrouge, France, or by electronic signature.

The Subscriber also acknowledges having full legal capacity or the permission of an authorised person to engage these terms and conditions. Subscription to one or more of Ringover.com’s Services as well as the use of these Services through the site www.Ringover.com implies full acceptance of the Terms on the part of the Subscriber.

The Subscriber may modify the information associated with their Subscription at any time through their online account. Any additional fees (subscriptions to the Internet, etc.) incurred through Subscription to the Provider’s Service and the use thereof are the sole responsibility of the Subscriber. The Subscriber guarantees that the information provided is exact and accurate. The Subscriber also agrees to regularly update this information, alert the Ringover team with a minimum delay in case of modification of data submitted during registration and, if necessary, to personally proceed with said changes.

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

Ringover.com reserves the right to modify the manner of use as well as Terms of its Services at any time. Subscribers will be informed of all changes by email (sent to the address provided during Subscription) and on the website www.Ringover.com. The collective changes to the Terms will apply to all Subscribers, including those having subscribed before the changes. It is agreed that any contractual relationship underway with RINGOVER GROUP will automatically cease if the Subscriber informs RINGOVER GROUP of their refusal to comply with the modified Terms, in the case that the changes to the Terms are substantial, with it reminded that no cancelation will occur for purely administrative changes in the interest of the Client or for changes directly imposed by regulation and/or not impacting the main elements of the Service.

4. Subscription and use of service

The Client is entitled to use the Service by subscribing to (i) a non-binding offer of a duration or prepayment over twelve (12) months, or (ii) an offer with a term of twelve (12), twenty-four (24) or thirty-six (36) months, renewable by tacit agreement for periods of twelve (12) months. Subscription fees are available on the Order Form or on the web page www.Ringover.com/subscription.

The Service will be activated and integrally billed upon reception of the Client’s order by RINGOVER GROUP, except in the case of phone numbers’ incoming portability.

When a Client makes an incoming portability request, they must send to RINGOVER GROUP within 20 (twenty) days of their purchase order all information and documents requested upon signup required for portability, i.e: the most recent bill from the operator(s) of the phone number(s) to be ported, the operator identification statement (RIO), proof of residence as well as the complete portability mandate. Upon reception of these aforementioned documents in full, and on the condition of compliance with the necessary timeframe, RINGOVER GROUP will carry out the portability procedure. In case of failure to transmit the aforementioned documents within the period of 20 (twenty) days, RINGOVER GROUP may unilaterally terminate the contract. The Client will be thus obliged to pay an inclusive penalty of two hundred fifty euros (€250 w/o VAT). The Service will be billed and activated the day of incoming portability for the numbers. In the case where incoming portability for numbers would take place on different dates, billing and the start of contractual obligations would begin the day of incoming portability for the first number. For all other cases, the start date of the subscription will be the first day of the billed period, as indicated on the first invoice.

Otherwise, the User can send and receive faxes on the condition that they opt for a fax number upon subscription.

Upon Subscription, the Subscriber has the possibility, depending on eligibility, to opt for a License including unlimited calls or a usage-based License. For a Subscription with a License for unlimited calls, the ensemble of Users associated with the Subscriber Account by means of a license purchased by the latter will be able to benefit from unlimited calls and faxes to the destinations found through the url https://www.ringover.com/pricing or the Purchase Order page’s “Call rates,” hereafter referred to as “Zone 1” or “Included.”

Following recent developments in the regulations and policies of international telecom operators, the telecom operators of certain European countries (European Economic Area and Switzerland) add charges to calls, depending on the country of origin.

Consequently, to have unlimited calls to destinations in the European Economic Area included in the plan, the User must make calls with a number from one of the member countries of the European Economic Area. If the User calls a destination in the European Economic Area from another type of number, they will be billed at the rate indicated by the following url: https://www.ringover.com/pricing.

Similarly, to have unlimited calls to Switzerland included in the plan, the User must call from a Swiss phone number. If the User calls Switzerland from another type of number, the call will be billed at the rate indicated by the following url: https://www.ringover.com/pricing

The plan with unlimited calls is intended for use as a traditional business phone system, in the context of interpersonal conversation between two physical persons. Telecommunications professionals (phone operators, call centers, teleboutiques, telemarketing companies) are not eligible for the unlimited call plan. Furthermore, for any communications from a mobile number with a foreign country code, only national person-to-person traffic from said country is covered.

Use of the unlimited call plan must remain reasonable.

For each User, over the course of an undetermined period, the rate of use of the Service is proportional to the time during which the User is in communication with the correspondents they have called via the Service. Thus, it is on the basis of the average rate of Service use for certain Users over a given period of time that average rate of Service use is determined.

Use of a plan with unlimited calls is considered to be reasonable as long as the average rate of Service use observed among all Users associated with the Subscriber Account is less than five times the average rate of use of the Service as calculated on the base of Ringover Clients benefiting from an unlimited call plan during the last six months. In case of inappropriate use or abuse, RINGOVER GROUP reserves the right to cancel the unlimited call plan (conforming to the provisions of article 18.2 of these Terms) and automatically migrate the ensemble of Users to a usage-based plan without the possibility of returning to an unlimited call plan, and with no indemnity to the Subscriber.

For Subscribers with the SIP option, any use of a plan with unlimited calls employing automated call mechanisms (switches, PABX, dialers, etc.) is strictly forbidden and will result in full termination of the unlimited call plan.

The User Account of each User can be used only by the User, from the web browser of their personal computer or telephone. Sharing and mutual use of the User Account is not authorized. In particular, use of the User Account as a means of collection and/or termination is not permitted, and it is notably prohibited to use the Service to receive or make calls with a telephone switch, switchboard, an automated calling machine or telephony software. The User Account is limited to a single call by the User at a time.

With the paid option, a User can benefit from additional call channels.

To be able to make or receive calls not included in this unlimited plan, the Subscriber must buy prepaid credits, which are usable by all of the Users. These credits are valid for the duration of the Subscription, and are not reimbursable, exchangeable or transferable to another User Account.

In eligible countries, the User may have the advantage of a mobile Ringover Number reserved exclusively for interpersonal use. A2P traffic (“application-to-person”) is not provided. In particular, if at any time the number of text messages sent minus the number of text messages received is more than 100, or if the number of text messages sent over the last 30 days exceeds 10,000, or if the volume of mobile calls received over the last 30 days exceeds 10,000 minutes, RINGOVER GROUP reserves the right to suspend access to the mobile number without warning. It is not possible to send SMS+ messages, premium text messages or text messages to overseas destinations. An SMS has a maximum length of 160 characters when composed of standard 7-bit characters, and 70 characters when composed of Unicode characters.

Depending on the chosen plan, the Subscriber may activate or deactivate the automatic recording option.

Regulations related to the recording of phone conversations as well as the length of time they may be stored varies according to the concerned country/geographic zone; it is thus the responsibility of Subscribers and Users, when considering using this option, to ensure its legality with regard to applicable norms, in the understanding that in certain countries Users are required to inform correspondents that their call is being recorded and that they may at any time object to the recording.

Use of this recording option occurs under the sole responsibility of Subscribers and Users of the Service, which entails compliance with local laws.

Subscribers and Users of the Service commit, in case of claims related to recorded phone calls, not to invoke the responsibility of RINGOVER GROUP, and guarantee RINGOVER GROUP against any sought amount and/or conviction which could be directed against it in this regard.

RINGOVER GROUP on its end claims no responsibility whatsoever in any case of improper use of the phone call recording option by Subscribers and/or Users.

If the call recording option is activated, recorded conversations will be conserved for a period of six (6) months, with it emphasised that RINGOVER GROUP can in no case be held liable with regard to these recordings, their content or archival.

RINGOVER GROUP guarantees the confidentiality of archived files and agrees not to disclose them to third parties, except in the case of express request by a legitimate authority, such as with a court decision.

In case of termination of the call recording option and/or Service, RINGOVER GROUP will automatically delete all of the User’s archived files. It is therefore the responsibility of the User and Subscriber to ensure that all files are downloaded in advance.

The Subscriber and User Accounts can be canceled from one (1) month to the next as goes monthly billing or with three (3) months prior notice in the case of subscription for a period equal to or greater than twelve (12) months. These delays will start counting from reception of mailed cancellation confirmation by RINGOVER GROUP.

In case of surpassed limits of the plan, calls will be billed by the second, according to our current rates (for example: for United Kingdom landlines: three cents w/o VAT (£0.03) per minute).

The Subscriber can test the Service’s Smart plan for 7 days, in accordance with the present Terms and within the following limits: 3 Users maximum, limited to 1 Ringover Number and 1 hour of total call time to Included countries per User. To take advantage of this offer, upon Sign-up the Subscriber must provide bank details and authorize RINGOVER GROUP to automatically debit from their account at the end of the 7-day test period the sum due for executing the Service based on the number of Licenses and Ringover Numbers activated during the test period, in accordance with the present Terms. The Subscriber may cancel their test account at any time free of charge from the URL https://dashboard.ringover.com/. Barring cancelation, the Subscriber accepts signing up for the Smart plan with no engagement, under the conditions of the present Terms. To activate their test account the Subscriber must prove their identity. Otherwise, the test account will be automatically closed.

The Subscriber can only take advantage of one test account.

5. Written transcription service for phone calls and voicemails

RINGOVER GROUP may have the possibility of providing written transcripts for phone conversations and voicemails.

Regulations involving phone call and voicemail transcription and the length of time transcripts can be stored varies according to the country/geographic zone concerned; it is thus the responsibility of Subscribers and Users, when considering the use of this feature, to ensure its legality with regard to applicable norms.

It must be emphasized that in certain countries/regions such transcription is prohibited or conditional on the consent of the other party.

The use of this feature occurs under the sole responsibility of Subscribers and Users of the Service, which entails compliance with local laws.

Subscribers and Users of the Service commit, in case of claims related to the transcription of phone calls or voicemails, not to invoke the responsibility of RINGOVER GROUP, and guarantee RINGOVER GROUP against any sought amount and/or conviction which could be directed against it in this regard.

RINGOVER GROUP on its end claims no responsibility whatsoever in any case of improper use of the phone call and voicemail transcription option by Subscribers and/or Users.

The purpose of this service is not to transcribe phone calls or voicemails exactly, but to allow Users to have an overall idea of the content of a message or conversation. It remains the responsibility of the User to verify the accuracy of the information provided.

RINGOVER GROUP will put forth its best efforts to assure the Client’s satisfaction, but does not guarantee the exact accuracy of the transcript. RINGOVER GROUP cannot be held accountable for errors in transcription, nor for any eventual consequences. Incidents relating to the provision of this service by RINGOVER GROUP can be reported to RINGOVER GROUP, 24/7 at the following email address: support@Ringover.com.

6. Rates

Applicable rates are those indicated at the time of Subscription and correspond to those listed on the order form signed by the Subscriber as well as on the site www.Ringover.com’s web page https://www.ringover.com/pricing.

The Subscription rate is based on the number of Licenses and Ringover numbers requested by the Client.

The addition of each new License and/or new Ringover number under contract will involve extra fees, which will be calculated according to the rates indicated on the purchase order or the site www.ringover.com on the page www.ringover.com/en/pricing. It is expressly stated that the said rates will be applied for the entire period of the Client’s engagement, even in the case of removal of the License and/or User(s) and/or Ringover number(s) added before the end of the contract, and even if the Ringover number was not transferred to another User.

In case of calls not included in the unlimited plan outlined in Article 4, the Service will be billed by the second from the first second, except for calls to premium numbers.

7. Modification of Rates

7.1. Acceptance of new rates

RINGOVER GROUP reserves the right to modify its rates at any time. Any lowering in RINGOVER GROUP’s rates may take place in no particular timeframe. In the case of increased rates, these will be communicated to the Client at least one (1) month before going into effect, through the provided email address.

Continued use of the Service or non-termination of the Service after a period of one (1) month will signify the Client’s acceptance of the new rates.

7.2. Special Cases

RINGOVER GROUP draws its Clients’ attention to the fact that as an exception to Article 7-1, the Client does not have the right to terminate the Service if the increase in SMS rates or call minutes results from:

  • a change in applicable telecommunications regulations
  • judicial or administrative decisions
  • an increase in the rates of RINGOVER GROUP’s telecom operator partners​

8. Method of Payment and Billing

8.1 Method of Payment

Payment for the Service is only possible by credit card or bank debit.

Upon Subscription, the Subscriber provides payment details and authorizes RINGOVER GROUP to automatically charge all amounts due for execution of the Service, as defined by the Terms.

The Service functions subsequently by prepayment.

Payment will be debited on a monthly basis on the anniversary date of the Subscription.

If the Client opts for payment by SEPA direct debit, they must provide RINGOVER GROUP with an authorisation mandate for SEPA direct debit, which will include information relating to each of these direct debits. Each invoice sent to the Client, no matter the method of transmission (generally by email), will indicate that payment will occur via SEPA direct debit corresponding to the due invoice’s date. It is expressly agreed between the Parties, by way of derogation from the EPC rules applicable to payment by SEPA direct debit, that prior notification will be electronically sent to the Client at least three (3) days before the effective date of the direct debit by RINGOVER GROUP’s direct debit service provider.
If the Client opts for UK Direct Debit payments in pounds sterling, they must provide RINGOVER GROUP with an authorisation mandate for UK Direct Debit, which will include information relating to each of these direct debits. Each invoice sent to the Client, no matter the method of transmission (generally by email), will indicate that payment will occur via UK Direct Debit corresponding to the due invoice’s date. It is expressly agreed between the Parties that prior notification will be electronically sent to the Client at least three (3) days before the effective date of the direct debit by RINGOVER GROUP’s direct debit service provider. Any changes related to UK Direct Debit’s payment methods will be the subject of prior notification addressed to the Client at least three (3) days before said direct debit.

In the case of adding additional Users, the corresponding Subscriptions will be charged pro rata until the next anniversary date of the initial Subscription.

In cases where the Client is assigned value-added service numbers resulting in repayments to the Client, the signing of this contract implies acceptance of the framework of Lemon Way’s payment service contract, as figures (and as far as it may be modified) on the Lemon Way website: https://www.lemonway.com/en/terms-and-conditions.

8.2. Billing

Invoices are issued on a monthly basis on the anniversary date of the Subscription. RINGOVER GROUP reserves the right to effect payment by debit/credit card (other than SEPA or UK Direct Debit, for which stipulations are described in article 8.1 above) within 30 days of the date of the invoice.

The Client may access their invoices through their personal space on the site Ringover.com.

In case of the refusal of payment by our banking partner, the Client will be notified of the failure and informed of the following procedure by a message sent to their contact email contact. RINGOVER GROUP reserves the right to suspend access to the Service if the Client has not produced payment within 24 hours of receiving the message, without this in any way constituting a prejudice for the Client.

The sums collected by RINGOVER GROUP are irrevocably acquired and not subject to reimbursement.

All payments are due, even in the case of suspension of Service by RINGOVER GROUP, following an unpaid amount by the Client.

RINGOVER GROUP keeps at the Client’s disposal all elements concerning billing.

Client billing is based on data systematically recorded by RINGOVER GROUP’s computer media, which is conserved for five (5) years counting from the end of the contract. This data is proof of use of the Service by the Client.

8.3. Dispute

In case of dispute with respect to the amounts invoiced by RINGOVER GROUP for use of the Service, the Client must provide notification by registered letter with acknowledgment of receipt within thirty (30) days of the date of issue of the invoice, indicating the invoice number of the disputed amount. The Client shall remain liable for payment pending a solution.

In case of reduction of the amount of the disputed invoice, RINGOVER GROUP will issue the Client a credit, which will be deducted from the next invoice upon agreement between the two parties.

8.4. Late Payment

Late fees will be due without notice if payment is made after the date indicated on the invoice. The interest rate applicable in this case will be the semestrial rate of the European Central Bank in effect on 1 January or 1 July increased by 10 points.

A lump sum of 40€ will also be due for recovery costs in case of any late payment, as conforms with articles L. 441-10 and D-441-5 of the Commercial Code, with RINGOVER GROUP reserving the right to claim additional compensation for the use of any professionals in charge of notices as well as general efforts put toward recovery of debts.

In case of failure of credit card/SEPA/UK Direct Debit payment on the part of the Client, an additional sum of €10 or £10 w/o VAT, depending on the chosen method of payment, will be debited from the Client’s bank account upon the next attempt to collect payment.

9. Taxes

All rates listed in these Terms or on the www.Ringover.com website are in Euros, in Swiss Francs or Pounds Sterling excluding tax, according to the geographic location specified by the Subscriber upon Signup. By default, the VAT applicable to Metropolitan France is 20%, with it understood that the VAT tax applied to the Client depends upon their geographic location as well as the information provided upon Subscription.

10. Conditions of Use

10.1. Use Complying with the Law

Ringover’s Service must only be used in a professional and legal manner.

It is thus the responsibility of Subscribers and/or Users to ensure compliance with applicable local laws when using RINGOVER GROUP’s Service. If in doubt, they are required to consult the relevant authorities or legal counsel. RINGOVER GROUP cannot be held liable in cases where Subscribers and/or Users fail in this obligation.

All orders carried out by RINGOVER GROUP are intended for professional use by the Client.

The Clients and Users of the Service recognize that they must not use it to receive or transmit illegal, harmful, defamatory, vulgar, obscene or otherwise objectionable material.

RINGOVER GROUP exercises no control over the content of information transmitted through its networks. In the case where RINGOVER GROUP’s liability would be sought due to a failure by the Client to fulfill their obligations under the Terms, the Client commits to guarantee RINGOVER GROUP against all judicial action, with this guarantee covering all legal costs, indemnities and attorney fees incurred.

The Client and Users are solely responsible for monitoring the elements communicated to them by RINGOVER GROUP, particularly the Ringover Number and the identifiers transmitted to them.

The Client and Users agree not to use devices or software in order to interfere or attempt to interfere with the proper operation of the Service; this includes imposing a disproportionate burden on RINGOVER GROUP’s infrastructure.

In case of any breach in the security of its computer system and/or networks, RINGOVER GROUP will inform the concerned authorities.

The Client may not, in part or in full, sell and/or transfer the contract binding them to RINGOVER GROUP without prior permission.

10.2 Technical Limitations

The accessibility of the Service is only available for the latest versions of the Internet browsers Chrome (v22 and later) and Firefox (v21 and later). For optimal performance, RINGOVER GROUP recommends using the latest version of the browser used.

The quality of communication depends on the quality of the User’s Internet connection, over which RINGOVER GROUP has no control. RINGOVER GROUP cannot be held responsible for any disturbance in the Service resulting from an issue with the Client’s or User’s Internet connection.

Subject to activation, the Ringover Service cannot be used to make local emergency calls (112…). The Client is equally aware of the risk that emergency calls made via Ringover may not go through in the case of interruption of voice services over IP, and that the timely arrival of emergency services could be hindered, given that Ringover cannot provide a caller’s exact location.

The Subscriber acknowledges the limitations of emergency calls made through Ringover and has informed all Users accordingly.

To avoid interruptions of service and other such issues, Users are advised to use a mobile phone or landline to reach emergency services.

RINGOVER GROUP draws the Client’s attention in particular to the fact that the Service must not be used as a standby line or for any activity requiring 100% accessibility.

11. Disclaimers and Limitation of Liability

The disclaimers and limitations of liability listed below are in the context of the law governing this agreement.

11.1 Warranty disclaimers

RINGOVER GROUP is released from all responsibility in cases of a Subscriber’s and/or User’s failure to respect applicable law, in accordance with Articles 4, 5, 10 and 11.

The Client expressly acknowledges here that they use the Service knowingly and are familiar with the characteristics and function of the Internet as well as its inherent limitations. The Service is provided with a maximum of professional awareness. RINGOVER GROUP, while not providing the Customer any special guarantee, commits to implement its competencies to the fullest to achieve the most satisfactory results. RINGOVER GROUP does not guarantee that the Ringover Service will correspond exactly to the Client’s needs.

The Client acknowledges that due to the characteristics and constraints of the Internet, it is not always possible to guarantee the security, availability and integrity of data transmissions. RINGOVER GROUP does not guarantee the quality of results obtained through the Ringover Service, the accuracy or security of communications or transmissions, the possible alteration of data transmitted by the Client, or the accuracy of information obtained through the medium of Ringover. The Client expressly recognizes that they use the Service at their own risk. RINGOVER GROUP may under no circumstances be held liable for direct or indirect damages suffered by the Client, including loss of time or revenues or loss or alteration of data due to dysfunction of the Service.

The Service may be temporarily suspended due to maintenance, upgrades or technical improvements, or to alter content and/or presentation. RINGOVER GROUP will inform Clients to the greatest extent possible prior to any maintenance or upgrade operation. The Client will not seek the responsibility of RINGOVER GROUP where maintenance and operation of the Service is concerned, especially in cases of momentary interruptions of Service for the purpose of updating certain files, operational difficulties nor temporary interruption of the Service independent of the intentions of RINGOVER GROUP, nor in the event of a power failure or interruption of telecommunications services. The Client understands and acknowledges here that any material information or data obtained using the Ringover Service is obtained at their own risk, with the Client being solely responsible for any damage to their computer system or loss of data. No information or advice, oral or written, provided to the Client by RINGOVER GROUP or through its Services, will represent any additional guarantee.

RINGOVER GROUP cannot be held responsible for any information transmitted through the Service. As such, the Client is solely responsible for the content of transmissions. The Client commits to use the Service in accordance with the regulations in force and not to disseminate illicit content. It is thereby forbidden to use the Service to make offensive, indecent, threatening, anonymous, or fraudulent calls, or in the context of illegal activities. The Client must also take all precautions necessary to ensure that such a situation does not arise.

RINGOVER GROUP particularly cannot be held liable in any way for details of calls and communications received through the Service.

11.2. Limitation of Liability

In no event will RINGOVER GROUP’s suppliers, employees or subcontractors be held responsible for any indirect, specific or consequential damages resulting from misuse of or inexperience with the Ringover Service. No extra costs resulting from supplementary materials or substitute services will be reimbursed. If RINGOVER GROUP can still be held responsible with respect to the execution of this contract, the Client may only claim compensation in the form of communication credits.

12. Subscriber and User Obligations

As indicated notably by articles 4, 5, 10 and 11 of the present Terms, Subscribers and/or Users are required to ensure compliance with applicable local law when using RINGOVER GROUP’s Service.

Subscribers and Users must pay for their internet subscriptions (fixed internet or mobile data) in order to use the Service. If forwarding calls to the User’s mobile phone, the User shall pay all related fees, especially while traveling in a foreign country.

The Subscriber shall pay the invoices issued by RINGOVER GROUP in accordance with Article 8.

The Subscriber and User commit to provide RINGOVER GROUP with a valid email address for the duration of the contract, to immediately notify RINGOVER GROUP of any changes in the personal information indicated upon Subscription, and to comply with these Terms of Sale and Service.

By default, RINGOVER GROUP reserves the right to suspend or terminate without notice the Subscriber Account as well as the related User Accounts.

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

The Client is responsible for safeguarding use and confidentiality of login information (access codes, usernames, phone numbers, etc.) provided by RINGOVER GROUP and will be responsible for all use of the Service involving their login information, with it assumed that they themselves are the authors of such use. It is thus the responsibility of the Client to put in place the necessary measures to protect such information, with it expressly stated that RINGOVER GROUP recommends that the Client regularly change their password, notably upon first sign-in to the user account. The User commits to use secure passwords in order to avoid easily guessed combinations (example: 123456 or their date of birth).

If the Client has reason to suspect unauthorized use of their login information or account, they must inform RINGOVER GROUP in order to obtain new codes, with it understood that RINGOVER GROUP cannot be held responsible for this information being divulged to third parties.

In cases where RINGOVER GROUP’s responsibility would be sought by reason of failure by the Client to fulfill their obligations under the law or these Terms, the Client commits to guarantee RINGOVER GROUP against any judicial action, this warranty covering all incurred legal costs, indemnities and attorney fees.

13. Updates

RINGOVER GROUP reserves the right to add, modify or remove features of the Service without notice. RINGOVER GROUP will also make the corrections it deems necessary for the function of the Service. The User must always use the latest version of the Service and cannot request access to earlier versions.

14. Guarantee and continuity of service​

​The Client may report Incidents related to the provision of Service to RINGOVER GROUP 24h/7d at the following address: support@ringover.com. RINGOVER GROUP will commit to do the maximum, with the Client’s assistance, to resolve the issue as soon as possible.

RINGOVER GROUP shall endeavor to reinstate the Service within ​2​ hours from the time the Client reports the Incident, as it is RINGOVER GROUP’s goal to ensure a monthly rate of Service availability greater than ​99,95%, calculated on the basis of Incident reports transmitted during the month of reference.

Otherwise, RINGOVER GROUP will pay upon request by the Client a release indemnity in the form of a credit on the next invoice, the amount of which will be equal to:

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

unless the Incident is attributable to the Client or to a lack of cooperation on the part of the Client, a third party (external operator, etc.), equipment or a service not supplied by RINGOVER GROUP, network overload, or to a maintenance operation undertaken by the Client.

In the latter cases, RINGOVER GROUP cannot be held liable, and the Client may not make any claim for compensation against them.​

15. Property

In case of closure of their account for any reason, the Client agrees that their Ringover Number can be assigned after a period of six (6) months to another Client or service. The Client expressly acknowledges that the company RINGOVER GROUP will not be responsible for any inconvenience nor specific damages arising from such reassignment and agrees to make no claims regarding to this reassignment, though RINGOVER GROUP may be advised of possible negative consequences affecting the Client.

The Client may, however, maintain their Ringover number when requesting transfer to another operator. This request must be made by the Client’s new telephone operator at least thirty (30) calendar days before the end of the Subscriber’s Ringover subscription. However, once the period of the Client’s Subscription has passed, no number transfer request will be granted. RINGOVER GROUP cannot be held liable in the event of technical difficulties involving the transfer of a Ringover Number to another provider or malfunction of the Ringover Number in such case.

16. Portability

16.1. Incoming Portability

Subject to technical eligibility, the Subscriber may have the option to keep their existing phone numbers when subscribing to the Ringover Service.

The Subscriber acknowledges ownership of the numbers which they seek to have ported.

The Subscriber also acknowledges that porting this number will result in the termination of services associated with the ported number. RINGOVER GROUP cannot be held liable for the termination of these associated services.

Any cancellation of the number portability by the Subscriber will be charged from the time of its acceptance by RINGOVER GROUP, with the Subscriber having received a provisional date for the portability. In case of cancellation of number portability, an amount of two hundred fifty euros (€250 w/o VAT) will be due.

If the Subscriber wishes to port the number back to their original operator, they must inform RINGOVER GROUP prior to the effective date of the number’s transfer to RINGOVER GROUP’s network.

The Subscriber’s request to enact a number’s portability will be considered upon RINGOVER GROUP’s receipt of all documents requested during Subscription to the Ringover Service (complete and signed portability mandate and supporting documentation). Any incomplete file will prevent the completion said request. Portability of a Subscriber’s number depends in part on the cooperation of the operator of the Subscriber’s line. As such, RINGOVER GROUP cannot be held liable in case of non-compliance with portability deadlines.

Incoming portability takes place from Monday to Friday within technical hours determined by infrastructure operators, which will be communicated in advance to the Subscriber. Any incoming portability request by the Subscriber outside of these times, if accepted by RINGOVER GROUP, will be billed extra to the Subscriber.

16.2 Outgoing Portability

Ringover Numbers may be transferred over by the Subscriber under certain conditions.

Portability for the Ringover number must be requested by the Subscriber’s new operator before termination of the contract by the Subscriber. A portability request by the Subscriber’s new operator will result in automatic cancellation of the ported line and all related services.

For outgoing portability of the Ringover number to be accepted, the Subscriber must prove to have upon activation of the Ringover number provided a valid local address in the geographic zone of the concerned Ringover number.

Any request for portability after account termination will be denied.

Similarly, any request for outgoing portability will be denied if the Subscriber has not paid any outstanding invoices in full by the date of request and the remaining months due.

17. Account Suspension

On the anniversary date of the Subscription, RINGOVER GROUP will charge the amount of the monthly fee to the credit card provided by the Subscriber upon signup, or by SEPA or UK Direct Debit, in accordance with the debit authorisation mandate provided upon the Subscriber’s signature of the Order Form, as described in Article 8.1.

In case of payment rejection by the bank or refusal of payment on the part of the Subscriber, regardless of the chosen payment method, RINGOVER GROUP will make a second attempt to procure payment after a period of seventy-two (72) hours, and a third attempt, if necessary, after a period of seventy-two (72) hours.

RINGOVER GROUP will immediately suspend the Service if the third attempt is unsuccessful.

Accounts suspended by RINGOVER GROUP will not be entitled to any reimbursement whatsoever, in the form of Subscription or credits.

The Service will be reestablished upon payment of all outstanding invoices.

It is expressly stated that outstanding invoices remain due, and that RINGOVER GROUP reserves the right to take action in order to recover its debts.

RINGOVER GROUP also reserves the right to immediately suspend the Service if it suspects that the Client is using it in an inappropriate manner or on behalf of third parties, in particular in cases of abnormal traffic or in violation of the present Terms.

RINGOVER GROUP may in particular suspend the Service if the Client fails to provide proof of identity upon request, and also in case of fraud.

No request for compensation will be granted in the event of temporary or permanent deactivation of the Service.

18. Termination/Cancelation

18.1. At the Client’s Initiative

Non-binding offer or 12-month prepaid subscription
The Client may end their contract up to the day before the anniversary date of their Subscription by sending a registered letter w/receipt to the following address: Ringover - Service Client, 50 bis rue Maurice Arnoux, 92120 Montrouge, France. Previously purchased credits will not be refunded.
The Client may also at any time cancel the Licenses corresponding to the Ringover User accounts of their choice from their online client space, without being able to claim any reimbursement from RINGOVER GROUP.

Durable plan with commitment
The Subscriber subscribing to a plan with long-term commitment has the right to cancel their commitment by registered letter with acknowledgment of receipt, sent at least three (3) months before the end of the initial or renewal period to the following address: BJT PARTNERS - RINGOVER GROUP, RINGOVER Termination Service, 50 bis rue Maurice Arnoux, 92120 Montrouge, France.

In case of anticipated cancelation, the Subscriber will owe cancelation fees equalling the average amount of the three most recent invoices (or by default the amount of the last invoice). This amount will be multiplied by the number of months remaining until the end of the Subscriber’s initial commitment period or automatic renewal period.

This will remain so even in the case of cancelation of the Service at the initiative of RINGOVER GROUP due to unpaid invoices.

18.2. At RINGOVER GROUP’s Initiative

RINGOVER GROUP reserves the right to suspend the account of any Client and to terminate the contract immediately if the Client is determined not comply with these Terms or uses the Service in a manner that is harmful to RINGOVER GROUP or to third parties.

RINGOVER GROUP may terminate without cause, (i) 12-month non-binding or prepaid subscriptions in compliance with a notice period of three (3) days, and (ii) binding subscriptions in compliance with a notice period of three (3) months. Where applicable, RINGOVER GROUP will reimburse the Client for the Subscription fee already paid in proportion to the remaining period.

In the case of cancellation of the Service at the initiative of RINGOVER GROUP because of unpaid invoices, RINGOVER GROUP may claim indemnities from the Subscriber for anticipated cancellation, as defined in Article 18 above, as well as late fees as described in Article 8.4 of the present Terms.

RINGOVER GROUP may without warning terminate the account of a Client having subscribed to the Discover plan if that Client has not made or received a call for a period of 3 consecutive months.

In every case, RINGOVER GROUP will inform the Client by email or phone.

The Subscriber shall not claim compensation from Ringover’s team, whatever the cause of either contract termination or the temporary or permanent deactivation of Service.

19. Contract Transfer

RINGOVER GROUP has the right to transfer the present contract, notably in case of cessation or transfer of all or part of its activity and/or its assets.

The Client shall request and obtain RINGOVER GROUP’s express prior approval in order to be able to assign or transfer the present contract.

20. Computers, Freedom and Privacy

In the context of use of the site and provision of service, Ringover is required to gather and process certain elements of the Client’s personal data with respect to the Data Files and Civil Liberties law of January 6, 1978 as well as the General Data Protection Regulation of April 27, 2016. For more information on the use of personal data, please refer the Ringover Confidentiality Policy accessible here : www.ringover.com/en/privacy

The Subscriber agrees that RINGOVER GROUP can send them information on operation and developments of the Service.

The Subscriber agrees that RINGOVER GROUP can send promotional information in an accurate and timely manner. At any time, the Subscriber may opt out of receiving promotional information from RINGOVER GROUP. The withdrawal request can be made by email or by clicking on an unsubscribe link.

21. Archival

RINGOVER GROUP archives electronic and/or digital documents, information and data relevant to the use of the Service by the Client.

The Client can access such archived elements through their personal space on the site www.Ringover.com.

It is understood that the stored information, data and documents have probative value between the parties.

22. Governing Law and Jurisdiction

Commercial relations between the parties are governed by French law and in particular by the provisions of the Civil Code.

By accepting these conditions, the Client irrevocably gives exclusive jurisdiction to the Nanterre Commercial Court for any related dispute including, but not limited to, their validity, interpretation, execution and/or termination and suits, even in the case of multiple defendants, introduction of third parties or emergencies.

23. Force Majeure

Considered as force majeure are those conditions usually recognized by the French courts, which include but are not limited to extreme weather, natural disasters (lightning, floods, fires…), computer viruses, phenomena of electromagnetic origin or electric network disturbances, legal restrictions concerning the provision of telecommunications services as well as events triggering the application of local and national plans for maintaining the continuity of telecommunications services.

In case of force majeure, the liability of any party with respect to the execution or delay in execution of one or several obligations contained in this contract could not be sought.

24. Partial Invalidity

If one or more provisions of these Terms are held to be invalid or declared as such by any law, regulation or following a final decision of a competent court, other provisions shall remain in full force and effect.

Version applicable as of 2021-08-05

RINGOVER’S TERMS OF SERVICE

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

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

1. SERVICES PROVIDED; ADDITIONAL TERMS; CHANGES

1.1. Services Provided

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

1.2. Description of the Service

RINGOVER allows Users to make and receive phone calls directly through the Internet (with no software to install), a mobile application or SIP phone. RINGOVER also allows the automatic transfer of calls to Ringover Numbers to a landline or mobile phone as well, according to the conditions defined herein. To access the Services, Customers must visit Ringover.com and create a Subscriber Account as well as User Accounts, depending on the number of Licenses purchased. RINGOVER will then communicate to the Subscriber one or more Ringover Numbers associated with the Ringover Accounts created by the Subscriber, with the choice and type of numbers offered depending on the location the Subscriber indicates upon Signup. Available destinations are listed on Ringover’s website.

1.3. Changes to the Service

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

2. TERM

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

3. USE OF THE SERVICE

3.1. System Requirements

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

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

MRCP protocol is not supported.

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

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

3.2. RINGOVER Equipment

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

3.3. Registration

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

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

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

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

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

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

3.4. Trial Account

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

3.5. Call Recording

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

3.6. Written Transcription Service for Phone Calls and Voicemails

RINGOVER may provide written transcripts for phone conversations and voicemails. Regulations involving phone call and voicemail transcription and the length of time transcripts can be stored vary according to the country/geographic zone concerned; it is thus the responsibility of Customer and Users, when considering the use of this feature, to ensure its legality In certain countries/regions such transcription is prohibited or conditional on the consent of the other party. The use of this feature occurs under the sole responsibility of Customer and Users of the Service, which entails compliance with applicable local laws. Customer and Users agree to indemnify and hold RINGOVER harmless for any and all claims by third parties relative to Customer or its Users’ use of the call and voicemail transcription features. RINGOVER shall have no responsibility whatsoever in any case of improper use of the phone call and voicemail transcription option by Customer and/or Users. RINGOVER cannot verify or guarantee the accuracy of the transcription content. User is solely responsible for verifying the accuracy of transcriptions. RINGOVER Outage relating to the provision of this Service by RINGOVER can be reported to RINGOVER, 24/7 at the following email address: support@Ringover.com.

3.7. Privacy

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

3.8. Scope of Use / Fair Usage

Customer and Users shall use the Service only as permitted in this Agreement and in accordance with applicable laws and regulations, including but not limited to laws regarding the export of data, or software. Customer shall use the Service only for its internal business purposes. Customer’s use of the Service may be subject to certain restrictions and limits, including without limitation as to conference ports, number of users per subscription, and storage, which if applicable will be communicated by RINGOVER. For each User, over the course of a determined period, the rate of use of the Service is proportional to the time during which the User is in communication with the correspondents they have called via the Service. Thus, it is on the basis of the average rate of Service use is determined. Use of a plan with unlimited calls is considered to be reasonable as long as the average rate of Service use observed among all Users associated with the Customer Account is less than five times the average rate of use of the Service as calculated on the basis of Ringover Customers benefiting from an unlimited call plan during the last six months. In case of inappropriate use or abuse, RINGOVER reserves the right to cancel the unlimited call plan, pursuant to Section 22 and automatically migrate Customer and its Users to a usage-based plan without the option to revert to an unlimited call plan, and with no refund to Customer. For Customers with the SIP option, any use of a plan with unlimited calls employing automated call mechanisms (switches, PABX, dialers, etc.) is strictly forbidden and will result in termination of the unlimited call plan. The User Account of each User can be used only by the User, from the web browser of their personal computer or telephone. Sharing and mutual use of the User Account is not authorized. In particular, use of a User Account with multiple users is not permitted. It is prohibited to use the Service to receive or make calls with a telephone switch, switchboard, an automated calling machine or telephony software. The User Account is limited to a single call by the User at a time. With the paid option, a User can benefit from additional call channels. To make or receive calls not included in this unlimited plan, the Customer must buy prepaid credits, which are usable by all of the Users. These credits are valid for the duration of the Term, and are not reimbursable, exchangeable or transferable to another User Account. In eligible countries, the User may have the advantage of a mobile (or fixed with SMS capabilities) Ringover Number reserved exclusively for person-to-person use. A2P traffic (“application-to-person”) is not provided. In particular, if at any time the number of text messages sent minus the number of text messages received exceeds 100 over the last 30 days, or if the number of text messages sent exceeds 3,000, over the last 30 days, or if the volume of calls received on a mobile number over the last 30 days exceeds 3,000 minutes, RINGOVER reserves the right to suspend access to the mobile number without warning. It is not possible to send premium text messages or text messages to overseas destinations. An SMS has a maximum length of 160 characters when composed of standard 7-bit characters, and 70 characters when composed of Unicode characters. Furthermore, for any communications from a mobile number with a foreign country code, only national person-to-person traffic from said country is covered. If RINGOVER determines that Customer has violated or is in violation of any of these Terms, RINGOVER will so notify Customer and may, in its sole discretion, terminate Customer’s Service. In the event of such termination Customer shall remain bound by the following payment obligations: Customer shall pay the average amount of the three most recent invoices (or by default the amount of the last invoice) multiplied by the number of months remaining until the end of the Customer’s Initial Term commitment period or current Renewal Term. Customer may not transfer its Service subscription to any other company or entity.

3.9. Abnormal Usage

Ringover may apply the following conditions in order to prevent massive spam calls and robocalling from its network. Short Call Duration Surcharge (per call): $0.10. If, during any calendar day (from midnight CET to midnight CET), the User makes more than 50 outbound calls (complete or not) and more than 60% of the User's completed calls are Short Duration Calls, RINGOVER reserves the right to charge, and Customer will pay, a surcharge per Short Duration Call made above this Short Duration Call threshold.

Short Duration Call” means any outbound call of a duration of less than or equal to fifteen (15) seconds.

Abandoned Call Surcharge (per call): $0.10. If, during any calendar day (from midnight CET to midnight CET), the User makes more than 50 outbound calls (complete or not) and more than 25% of the User's call attempts are Abandoned Calls, RINGOVER reserves the right to charge, and Customer will pay, a surcharge per Abandoned Call made above this Abandoned Calls threshold.

Abandoned Call” means any call attempt that is received by RINGOVER for completion, but which is abandoned and/or cancelled by the calling party for any reason prior to completion.

Call to an Unallocated Number Surcharge (per call): $0.10. If, during any calendar day (from midnight CET to midnight CET), the user makes more than 50 outbound calls (complete or not) and more than 25% of the user's call attempts are Calls to Unallocated Numbers, RINGOVER reserves the right to charge, and Customer will pay, a surcharge per Call to an Unallocated Number made above this Calls to Unallocated Numbers threshold.

Call to an Unallocated Number” means any call attempt that is received by RINGOVER for completion, but which is terminated to an unallocated number. If one or several users reach the Short Call Duration threshold and/or Abandoned Calls threshold and/or Calls to Unallocated Numbers threshold 3 times or more during any calendar month, RINGOVER reserves the right to suspend these users and/or to terminate the contract.

3.10. Prohibited Uses

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

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

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

3.11. RINGOVER’s Remedies for Prohibited Use

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

3.12. Support

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

3.13. Customer Proprietary Network Information

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

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

3.14. Technical Limitations

The Service is only available for the latest versions of the Internet browsers Chrome (v22 and later) and Firefox (v21 and later). For optimal performance, RINGOVER recommends using the latest version of the selected browser. The quality of communication depends on the quality of the User’s Internet connection, over which RINGOVER has no control. RINGOVER cannot be held responsible for any disturbance in the Service resulting from an issue with the Customer’s or User’s Internet connection.

4. CUSTOMER’S CONTENT

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

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

4.1. Customer’s Content’s IP

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

4.2. Customer’s Content’s License

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

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

5. OTHER USERS’ CONTENT

5.1. No Liability

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

5.2. Other Users’ Content IP

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

5.3. IP Infringement

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

6. CHARGES AND PAYMENT

6.1. Billing

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

6.2. Charges

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

6.3. Dispute

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

6.4. Taxes

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

6.5. Rates

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

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

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

6.6. Regulatory Fees

RINGOVER may charge Customer the following regulatory fees:

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

7. SERVICE LEVELS AND SERVICE AVAILABILITY

7.1. Service Level

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

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

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

7.2. Outage Credits

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

7.3. No Outage Credits

There shall be no Outage Credits for Outages:

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

7.4. Maintenance and Modifications to Service

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

8. RINGOVER’S IP RIGHTS

8.1. RINGOVER’s IP

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

8.2. RINGOVER’s Content

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

8.3. No Right to Use

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

8.4. Prohibited Use

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

8.5. Music Copyright

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

9. SOFTWARE LICENSE

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

10. SOFTWARE UPDATES

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

11. 911 / E911

11.1. 911 Limitations and Restrictions

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

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

11.2. Requirement to Register and Update Location Information

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

11.3. Additional 911 / e911 Limitations

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

11.4. 911 / e911 Limitation of Liability / Indemnity

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

12. DID NUMBERS

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

13. LOCAL NUMBER PORTABILITY

13.1. Porting In

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

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

13.2. Porting Out

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

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

14. PROPERTY

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

15. 711 DIALING

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

16. SERVICE EXCLUSIONS

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

17. EXCLUSION AND DISCLAIMER OF WARRANTIES

17.1. As-Is

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

17.2. No Warranty

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

17.3. Exclusions

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

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

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

18. CONFIDENTIAL INFORMATION

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

19. LIMITATION OF LIABILITY

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

20. INDEMNIFICATION

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

21. SUSPENSION

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

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

22. TERMINATION

22.1. At Customer’s Initiative

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

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

Durable plan with time commitment.

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

22.2. At RINGOVER’s Initiative

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

22.3. Effect of Termination / Expiration of Subscription

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

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1. Governing Law

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

23.2. Arbitration

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

23.3. Injunctive Relief

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

23.4. Time Limit

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

24. MISCELLANEOUS

24.1. Compliance

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

24.2. Assignment & Subcontractors

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

24.3. Force Majeure

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

24.4. Notices

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

24.5. Entire Agreement

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

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