The RingCentral Events Certified Partner Terms apply to your participation in our RingCentral Events Certified Partner Program (the “Program”).
By entering into a RingCentral Events sales order (“Order”) that incorporates by reference these RingCentral Events Certified Partner Terms, the individual or entity identified as the counterparty (“You”) on the Order agrees to these terms with RingCentral. If an inconsistency occurs between these Terms and the Order, the Order's terms shall control. The Terms and the Order together are the “Agreement.”
“You” (and its related capitalized terms) may also be referred to as Partner
“We,” “Our” or a related capitalized term shall also refer to RingCentral.
You and RingCentral are collectively referred to as the “Parties” and individually as a “Party.”
1. DEFINITIONS
“Affiliate” means, regarding a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Acceptable Use Policy” means RingCentral’s Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policy.html (or other such location as described in the applicable RingCentral Terms of Service).
“Partner Service(s)” means the products and services provided by Partner to an End Client that expressly excludes the RingCentral Platform and Services.
"Certification" means satisfactorily passing the required examinations and certification requirements for the applicable Program as described in the Program Policies.
“Certified Badges” means the RingCentral specified logo and graphic that identifies its holder as being certified and in good standing under the Program.
“Certified Host” means individuals who have received Certification and are in good standing within the Program.
“Certified Partner” means an entity that has received Certification and is in good standing within the Program.
“End Client” means an individual or entity that purchases RingCentral Events product or service, whether directly or indirectly with RingCentral.
“Code of Conduct” means the code of conduct for agencies, vendors, and other providers as set forth on https://www.ringcentral.com/legal/vendor-code-of-conduct.html .
“Documentation” means any written or online documentation and user manuals, specifying the features, functionalities, and limitations of the Services and Platform as made available by RingCentral, including but not limited to those available at https://events-support.ringcentral.com/hc/en-us.
“Event” means an End Client’s online or hybrid event hosted on or facilitated by the Platform.
“IP Rights” means any respective patents, inventions, copyrights, trademarks, logos, service marks, trade names, domain names, trade secrets, know-how and any other intellectual property and proprietary rights.
“Law” means any applicable law, ordinance, regulation, code, or order, of any governmental body having jurisdiction over the Parties, Events, or Services, including but not limited to Data Protection Legislation.
“Personnel” means Your employees, contractors, representatives, and agents.
“Platform” means the RingCentral Events Services generally accessible at https://events.ringcentral.com and includes its associated software, services, products, information, networks, components, APIs, and Documentation.
“Program” means the various program(s) made available to certain Certified Partner as further described in the Program Policies section at the bottom of these Terms.
“Program Addendum” means one or more addendums to this Agreement which provide additional rights and terms to participate in a Program. E.g., Program Addendum to use a Limited Use License for Agencies with End Clients or Program Addendum for the Certified Partner Commission Program.
“Certified Partner Program Policy” means the Certified Partner Program requirements and details at the bottom of these Terms.
“Service(s)” means the Platform, and the RingCentral Events, RingCentral Session, and Boomset products and services.
“RingCentral” means the applicable RingCentral entity identified in the chart below, including any successors or assignees.
| RingCentral Contracting Party | Address | Company Number | |
|---|---|---|---|
If Your contract address is in the United States or Canada |
RingCentral, Inc. |
20 Davis Drive Belmont, CA 94002 USA
|
|
If Your contract address in the United Kingdom |
RingCentral UK Limited, |
Level 4 England |
Company number 06737634 |
If Your contract address is in Australia |
RingCentral Australia PTY LTD |
680 George Street Level 12 Australia |
Company number 611310948 |
If Your contract address is in Germany or Austria |
RingCentral Germany GmbH |
Hamburg Business Center, Poststrasse 33, Hamburg, 20354, Germany |
|
If Your contract address is in Switzerland |
RingCentral CH GmbH |
c/o Zedra Trust Company (Suisse) SA, Zweigniederlassung Zürich Stockerstrasse 43 8002 Zürich Switzerland |
identification number: CHE-170.561.824 MWST |
If Your contract address is in Singapore |
RingCentral Singapore Pte. Ltd. |
230 Victoria Street, #11-03/04, Bugis Junction Singapore 188024 |
|
If Your contract address is in any other country, including France |
RingCentral France SAS |
3-5 rue Saint-Georges 75009 Paris, France |
a French société par actions simplifiée with a share capital of 26,623,481 euro, registered with the Trade and Companies Register of Paris under number 850 332 149 |
“RingCentral Terms of Service” shall mean the RingCentral Online Terms of Service available at the URL identified below (or any other successor location specified by RingCentral) based on the applicable RingCentral entity and customer’s location; or (2) other written agreement between RingCentral and customer governing customer’s use of the Services.
RingCentral Contracting Party |
Customer’s Contract Address County |
RingCentral Online Terms of Service URL |
|---|---|---|
RingCentral, Inc. |
Canada |
|
RingCentral, Inc. |
US |
https://www.ringcentral.com/legal/eulatos.html |
RingCentral UK Limited |
UK |
|
RingCentral Australia PTY LTD |
Australia |
https://www.ringcentral.com/au/en/legal/tos.html |
RingCentral Germany GmbH |
Germany or Austria |
|
RingCentral CH GmbH |
Switzerland |
|
RingCentral Singapore Pte. Ltd. |
Singapore |
|
RingCentral France SAS |
France |
https://www.ringcentral.com/fr/fr/legal/tos.html |
RingCentral France SAS |
Netherlands |
https://www.ringcentral.com/nl/en/legal/tos.html |
RingCentral France SAS |
Italy |
https://www.ringcentral.com/it/it/legal/eulatos.html |
RingCentral France SAS |
Spain |
https://www.ringcentral.com/es/es/legal/eulatos.html |
RingCentral France SAS |
All other locations |
2. CERTIFICATION
2.1 Certified Partner. The requirements to become a Certified Partner are in the Certified Partner Program Policy below. Your Certification Period will start on the start date specified in the Order.
2.2 Certified Host. You may designate Personnel from your organization to seek Certification as a Certified Host. Partners who have completed the process of, and meet the requirements for, Certification in the applicable Program Policy may become Certified Hosts. RingCentral may grant or deny any Certification in its discretion. Only Partners who are Certified Hosts in good standing are permitted to exercise the rights and benefits under this Agreement.
2.3 Conduct and Content. Partner must comply with Code of Conduct, in letter and spirit, during the Certification Period. Partner must comply with RingCentral’s Acceptable Use Policy. You are liable for the acts and omissions of Your Personnel under this Agreement as if they were Your own. You are responsible for all aspects of dealing with Your Personnel such as personnel and compensation matters related to Personnel. If You become aware of any behavior by an End Client that would constitute a violation of the RingCentral Terms of Service or the RingCentral Acceptable Use Policy, You will inform RingCentral and take appropriate action.
2.4 Non-Exclusivity. This Agreement does not create an exclusive agreement between RingCentral and Partner. Each Party may sell, market, or promote similar products and services of third parties and to work with other parties in the same or similar capacity. Partner may not represent or imply that it is an exclusive partner of RingCentral.
2.5 Program Changes. RingCentral reserves the right to modify the Program or the Program Policies, including any condition, requirement or benefit. All such changes shall be effective upon notice to You or at such time that RingCentral may specify, provided that RingCentral will use commercially reasonable efforts to give You 30 days’ notice of any material and adverse change to the Program. Should You disagree with any change or modification, You may terminate this Agreement in accordance with its terms.
3. TERM, TERMINATION
3.1 Term. This Agreement will start on the Effective Date and continue until terminated under this Section 3.
3.2 Termination for Convenience. Either Party may terminate this Agreement (which will automatically terminate Your participation in the Program) by providing at least 30 days prior notice to the other Party.
3.3 Termination for Cause.
3.3.1 Either Party may terminate this Agreement (a) effective upon notice to a Party due to its material breach that was not cured within seven (7) days after receipt of a breach notice from the Party claiming breach; or (b) if the other Party becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
3.3.2 RingCentral may terminate this Agreement immediately, including termination and revocation of any Certifications and Certification Badges to which this Agreement relates, upon the occurrence of any one of the following events (each a “Cause”): (i) Fails to comply with any of the terms of this Agreement; (ii) Partner misappropriates or discloses any trade secret or Confidential Information of RingCentral (including, but not limited to, any RingCentral Certification Exams or Confidential Information with respect to which Partner is under obligation of confidentiality), or otherwise infringe any other intellectual property right of RingCentral, or engage in any other activities prohibited by law; (iii) Partner fails to comply with the Code of Conduct, or any applicable continuing Certification requirements.
3.4 Effect of Termination. Upon termination or expiration of this Agreement:
3.4.1 All licenses granted to Partner hereunder will terminate;
3.4.2 Partner shall immediately cease all use of any Tools, Certification Badges, and marketing materials, related to this Agreement.
3.4.3 Partner is no longer authorized to market or represent itself as a partner of RingCentral, nor to refer to its relationship with RingCentral on its website, social media, or in any marketing materials or communications.
3.4.4 RingCentral’s termination under this section shall not prejudice any rights RingCentral may have under this Agreement or in law, equity or otherwise. If We terminate this Agreement due to Partner's uncured breach, You must immediately pay any undisputed and unpaid fees through the date of termination, in addition to any other undisputed amounts You may owe RingCentral.
4. FEES AND PAYMENTS
4.1 Fees. You will pay RingCentral the annual certification fee set forth in the Order for each year of the Certified Period. All fees and applicable taxes set forth in the invoice are due within 14 days of invoice date. You may not withhold any taxes or charges or set-off any amounts due to RingCentral.
4.2 Late Fees. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month, or the highest rate of interest permitted by law, whichever is lower, starting fourteen (14) days after notice to You that payment is delinquent, until the balance is paid. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees.
4.3 Currency; No Refunds. All fees are due and payable in the currency specified by RingCentral, unless otherwise agreed. All fees are non-refundable and Your payment obligations are non-cancelable.
5. DATA AND SECURITY
5.1 Client Data. To the extent that any personal data is processed in connection with the Program, You agree to comply with the Data Processing Addendum for Vendors (“DPA”) located at https://www.ringcentral.com/legal/vendor-dpa.html with the respect to Client Data. “Client Data” means any and all personal data of Client which may be provided in the course of Partner's participation in the Program and includes personal data of Client which is provided either (a) by Partner to RingCentral, or (b) to Partner by or on behalf of RingCentral. Except as and to the extent strictly necessary to meet Partner’s obligations in connection with the Program, Partner shall not share, publish, sell, trade, give away, or in any other way use, disseminate or disclose Client Data received from RingCentral, or transfer such Client Data from one country or territory to another, except in compliance with the DPA. Partner will comply with its privacy policies, any data processing agreements between Partner and the Client, and any Laws. Neither Party will provide the other Party with any sensitive or special personal data, such as health data or financial account numbers.
5.2 Analytics Data. Partner may receive access to certain analytics and Service usage data that is owned by the Client (“Analytics”). Analytics are deemed the Confidential Information of RingCentral and are further subject to any agreements that You may have with the End Client. Except for the sole purpose of providing Partner Services to the Client, Partner is prohibited from using, copying, disclosing, processing, aggregating, or otherwise exploiting the Analytics without the express prior written permission of RingCentral and the Client.
5.3 Security Requirements. You represent and warrant to RingCentral that as of the Effective Date and during the Term of the Agreement, (a) You comply with the Data Security obligations set forth in Section 10 and Annex II of the DPA; (b) Your security program is and will remain at a minimum compliant with Laws; and (c) Your security program will not materially degrade. Access to RingCentral’s systems and tools are strictly for the purpose of Partner’s performance under this Agreement.
6. OBLIGATIONS
6.1 Credentials. If Your Personnel receive access to admin account seats for the Platform, the login account credentials cannot be shared or used by more than one individual at a time. Partner must maintain the confidentiality of all login credentials and mechanisms. Partner shall not attempt to circumvent the feature limits or restrictions of such account. You are solely responsible for Your Personnel’s compliance with this Agreement and for all activities that occur under Your account, whether authorized or not (unless such unauthorized access was caused by RingCentral). RingCentral reserves the right to monitor Partner’s usage of the Services for Partner’s compliance.
6.2 No Resale. Unless expressly authorized by RIngCentral in writing, Partner will not, and will not attempt to, license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to a third party. The foregoing does not prohibit authorized use of the Services by Your Personnel, Affiliates, and contractors, solely as reasonably necessary for You to use the Services; provided that such Personnel, Affiliates and contractors are legally bound to comply with Your obligations hereunder and You remain liable for their violation of this Agreement.
6.3 Referral. If RingCentral Events refers a potential End Client to You, You must not market, promote, or attempt to offer or sell a solution that is similar to the services offered by RingCentral. Violation of this provision by You or Your Personnel will result in immediate termination from the Program.
6.4 Partner Services. You must clearly disclose to the Client that You are providing Your non-RingCentral services under a separate contract (e.g., MSA) with the End Client as principal, and not as an agent or other representative of RingCentral.
6.5 Modifications. RingCentral may modify any feature or functionality of the Platform or Services and reserves the right to discontinue either at any time.
6.6 Temporary Suspension. We reserve the right to suspend or restrict access to the Platform or Services if: (a) We reasonably believe that You have or are violating this Agreement; or (b) We suspect or detect any viruses, malware, Trojan horses, time bombs, or other similar harmful software connected to Your account(s). We shall not be liable to You or any third party for any such suspension.
6.7 System Requirements. Use of the Services requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Partner’s ability to access and use the Services may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
- 6.8 Insurance. You shall obtain and maintain in force adequate or customary insurance with reputable insurers during the term of this Agreement (e.g. general business insurance). You acknowledge and agree that in no event shall the coverage limits affect or limit in any manner Your liability under this Agreement. Upon RingCentral’s written request, You will provide evidence of the foregoing insurance to RingCentral to demonstrate Your compliance with this provision.
- 6.9 Publicity. RingCentral may identify You as a RingCentral Events Certified Partner (including use of Your logo(s) or trademark(s)) and may refer to this Agreement during its earnings calls and in connection with its regulatory filings, business deals, press releases, and marketing and/or promotional materials.
Upon request by RingCentral, You will participate in a debrief with RingCentral personnel and provide a “brag sheet” illustrating how You are delighting End Clients.
7. CONFIDENTIAL INFORMATION
7.1 “Confidential Information” means all information disclosed by one Party to the other Party in tangible form and designated as confidential; or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
7.2 Each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise permitted under this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees, non-employee service providers, or contractors who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) as reasonably necessary to comply with applicable Law.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Event Content. The End Client is the owner of any materials and content that an End Client or others transmit through or store on the Platform or Services, including but not limited to, materials to be displayed during Events, attendee and speaker related content, audio-visual content, interactive features, and any other materials or content made available or submitted to the Platform or Services in connection with an End Client’s Event and recordings thereof, but excluding any RingCentral property (“Event Content”) subject to any agreement to the contrary between You and that End Client. You will not act to interfere with or contravene the End Client’s ownership of the Event Content.
8.2 IP Rights. Each Party retains all rights, title, and interest in its respective IP Rights. The rights granted to You to use the Service(s) under this Agreement convey no additional rights in the Services or any IP Rights of RingCentral associated therewith. Subject only to the limited rights expressly granted herein, all rights, title and interest in the Services and Platform, including all related IP Rights, belong exclusively to RingCentral.
8.3 Independent Development. Partner must not use RingCentral’s IP Rights, trade secrets, or proprietary know-how to develop any products, service, technology or materials without RingCentral’s express prior consent. However, RingCentral acknowledges that Partner may be independently creating content and marketing materials for Clients (“Client Materials”), and other than a Party’s confidentiality obligations under Section 7 and restrictions on the use of RingCentral materials, nothing in this Agreement will be construed as restricting or preventing Partner from creating such content and marketing materials for Clients and such independently created content and marketing materials will be the property of Partner and/or Client.
8.4 Conflicting Obligations. Partner warrants that Partner has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement or that would preclude Partner from complying with this Agreement. Partner will not enter into any such conflicting agreement during the term of this Agreement.
9. REPRESENTATIONS AND DISCLAIMERS
9.1 Mutual Representations. Each Party represents to the other that (a) this Agreement is a binding and enforceable agreement; (b) no third party authorization or approval is required for its execution or performance of this Agreement; and (c) the execution and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound.
9.2 Disclaimers. THE PLATFORM AND SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM RINGCENTRAL EVENTS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. INDEMNIFICATION
You shall defend and indemnify RingCentral and its Affiliates, and their respective officers, directors, employees, agents, contractors, representatives, successors and assigns from and against any and all actions, demands, claims, and/or liabilities (including, but not limited to, personal injury or product liability claims) arising out of: (a) Your violation of this Agreement; (b) related to or arising from Your performance of any services pursuant to any Program Addendum; or (c) Your Partner Services. In the event RingCentral seeks indemnification from You under this provision, RingCenral will promptly notify You in writing of the claim(s) brought against RIngCentral for which it seeks indemnification. RingCentral reserves the right, at its option and sole discretion, to assume full control of the defense of such claim with legal counsel of its choice. You may not enter into any third party agreement which would, in any manner whatsoever, affect the rights of, or bind RingCentral in any manner, without the prior written consent of RingCentral. In the event RingCentral assumes control of the defense of such claim, RingCentral shall not settle any such claim requiring payment from you without your prior written approval. Upon RingCentral’s request, you shall reimburse RingCentral for any expenses reasonably incurred by RingCentral in defending such a claim, including, without limitation, attorney's fees and costs, as well as any judgment on or settlement of the claim in respect to which the foregoing relates.
11. LIMITATION OF LIABILITY
11.1 DAMAGES EXCLUDED. Except for breach of Section 7 (Confidentiality) or Section 5 (Data and Security), neither Party nor their respective Affiliates will be liable to the other under this Agreement, under any legal theory (whether in contract, tort, negligence or otherwise) for any incidental, consequential, indirect, special, exemplary, or punitive loss or damages, whether or not such Party has been advised of the possibility of such damages.
11.2 MONETARY CAP. RingCentral’s aggregate liability to You arising out of this Agreement, shall not exceed the fees paid by You during the twelve (12) months before the first event giving rise to such liability. This limitation of liability applies in aggregate to Your claims and shall not be cumulative.
11.3 EXCLUSIONS. Notwithstanding Sections 11.1 and 11.2, nothing in this Agreement excludes or limits the liability for (a) death or personal injury caused by a Party’s acts or omissions; (b) a Party’s gross negligence, fraud, fraudulent misrepresentations, or intentional misconduct; (c) Partner’s breach of any licenses granted by RingCentral hereunder or Section 6 (Data and Security); (d) Partner’s indemnification obligations in Section 10 or (e) if applicable, Agencies activities under any Program Addendum.
11.4 Risk Allocation. The Sections on limitation of liability, disclaimer of warranties, and warranties allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or personal injury or death, so some of the above limitations may not apply to You. In these jurisdictions, such Party’s liability will be limited to the greatest extent permitted by Law.
12. INDEPENDENT CONTRACTOR; BENEFITS
12.1 Independent Contractor. It is the express intention of the Parties that You perform the Services as an independent contractor to RingCentral. Nothing in this Agreement shall in any way be construed to constitute Partner as an agent, employee or representative of RingCentral. Without limiting the generality of the foregoing, Partner is not authorized to bind RingCentral to any liability or obligation or to represent that Partner has any such authority. Partner agrees to furnish (or reimburse RingCentral for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance. You acknowledge and agree that Your are obligated to report as income all compensation received by Partner pursuant to this Agreement. Partner will pay (and shall not be entitled to any contribution or reimbursement from RingCentral with respect to) all self-employment and other taxes on such income, including but not limited to, federal or state or local taxes (e.g., income, unemployment insurance, disability insurance), with holdings (including FICA), workers compensation, benefits, expenses (e.g., travel, relocation) or other costs related to the Partner’s services.
12.2 Benefits. RingCentral and Partner agree that Partner will receive no RingCentral-sponsored benefits from RingCentral. If Partner is reclassified by a state or federal agency or court as RingCentral’s employee, Partner will become a reclassified employee and will receive no benefits from RingCentral, except those mandated by Law, even if by the terms of RingCentral’s benefit plans or programs of RingCentral in effect at the time of such reclassification, Partner would otherwise be eligible for such benefits.
12.3 Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, Partner shall not, on its own account or on behalf of any other person, directly or indirectly solicit any customer of RingCentral or its affiliates or subsidiaries, that became known to Partner directly or indirectly as a result of disclosure of Confidential Information to Partner under this agreement to alter, terminate, or breach its contract or other business relationship with RingCentral or any of its affiliates or subsidiaries.
13. GENERAL
13.1 Compliance with Laws. Each Party agrees to abide by all Laws to the extent applicable to its performance or exercise of its rights under this Agreement, including without limitation any Laws activities relating to marketing and communication activities (e.g., opt out, unsubscribe, "do not send" requests).
13.2 Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents of the other Party in connection with this Agreement. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.
13.3 Economic Sanctions and Export Controls. Each Party agrees that it will not act, and will not permit any other party to act, in a manner that violates economic sanctions or export control laws or regulations of the United Kingdom, the United States or any other jurisdiction, and each Party agrees that it is solely responsible for compliance with all such laws and regulations. Each Party represents that it: (a) is not organized under the laws of, ordinarily resident in, or located in, a country or territory that is the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Her Majesty’s Treasury; (b) is not, and is not owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List; (c) is not, and is not owned 50% or more or controlled, individually or in the aggregate by persons, identified on the Consolidated List of Financial Sanctions Targets in the UK administered by Her Majesty’s Treasury; and (d) is not a person identified on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists. This section applies except to the extent it would cause any person, including RingCentral and Partner, to contravene, where applicable, the EU’s Blocking Regulation or the UK’s Protection of Trading Interests Legislation.
13.4 Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign its rights and obligations under this Agreement to an Affiliate or in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction, with notice to the other Party; and provided that if such proposed assignment is to a competitor of RingCentral, RingCentral may terminate this Agreement upon 30 days prior notice to Partner. This Agreement inures to the benefit of and is binding on the Parties’ permitted assignees, transferees, and successors.
13.5 Integration. The Agreement constitutes the entire agreement and supersedes any prior agreements between Partner and RingCentral regarding the subject matter hereof. The Agreement shall apply in place of the terms or conditions in any purchase order or other order documentation Partner or any entity which Partner represent provides (all such terms or conditions being void), and, except as stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party regarding the subject matter hereof.
13.6 Amendment. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each Party to this Agreement.
13.7 Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.
13.8 Severability. If a provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.9 Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
13.10 Notice. Any notice under this Agreement must be in writing and delivered by email to all the addresses specified below. Email notice is effective as of the day sent if sent by 5 pm GMT or the day after if sent after 5 pm GMT.
If to RingCentral, by email to: [email protected] with “LEGAL NOTICE” in the subject line.
If to Partner, email to both notice email addresses specified in the Agreement.
13.11 Informal Resolution. RingCentral wants to address Partner’s concerns without resorting to a formal legal case. Before filing a claim, each Party agrees to try to resolve the dispute by notifying the other Party first. If a dispute is not resolved within 30 days of notice, Partner or RingCentral may bring a formal proceeding.
13.12 Governing Law. If Partner’s contact address is in the United States, New York State law governs this Agreement, without reference to conflict of laws principles. Any disputes under the Agreement shall be resolved exclusively in a court of general jurisdiction in New York City, New York. Each Party submits exclusively to the personal jurisdiction of this jurisdiction to resolve any dispute relating to the Agreement subject to Section 11.13 (if applicable). If Partner’s contact address is not in the United States, the laws of England and Wales govern the Agreement, without reference to conflict of laws principles. Any disputes under the Agreement shall be resolved exclusively in the Courts of England and Wales subject to Section 11.13 (if applicable).
13.13 Agreement to Arbitrate. If Partner’s contact address is in the United States, Partner and RingCentral agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The place of arbitration will be New York, NY and conducted in English. If Partner’s contact address is not in the United States, Partner and RingCentral agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration in English language only, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be London, UK and conducted in English.
PROGRAM POLICIES
Certified Partner Program Policy
Overview
Certification for a Certified Partner is held at an agency level, rather than an individual level.
Requirements to acquire Certified Partner certification:
Designate one Personnel to be the Partner’s lead representative for the Program and that Personnel must promptly seek Certification and become a Certified Host within 30 days after the Effective Date.
After the lead representative becomes a Certified Host, You must have at least one Personnel who is a Certified Host in good standing at all times.
Ongoing Requirements to maintain certification:
Upon request by RingCentral, You will attend partner meetings to stay up to date on the latest product enhancement (i.e. all-hands, product discussions etc), as well as partner communications.
Certified Host
Certification for a Certified Host is held on an individual level rather than at an agency level. A Certified Host must be sponsored by a Certified Partner.
Requirements to acquire Certified Host certification:
Pass the applicable certification course with a score of 90% or higher.
Receive email confirmation from RingCentral that Personnel has received Certification.
Ongoing Requirements to maintain certification:
Maintain certification on a quarterly basis with new features and functionality released by RingCentral.
Comply with the Code of Conduct.
Comply with all reasonable and lawful instructions of RingCentral.
Act in good faith and not to allow its interests to conflict with its duties under this Agreement.
Program Benefits
So long as you are a Certified Partner in good standing, You will have access to the following:
A. Certification Badge License. During the Term, and upon becoming a Certified Partner, and subject to the terms of the Agreement, RingCentral grants Partner a personal, non-exclusive, non-transferable, revocable license to reproduce and display Certification Badges and RingCentral’s trademarks and logos, for the sole purpose of indicating that the Partner is a Certified Partner and that certain Personnel are Certified Hosts. Partner use of such Certification Badges must be in compliance with any applicable RingCentral Brand Guidelines.
Partner may not use the Certification Badges or RingCentral’s name or logo in any way that:
1. May be construed to establish an affiliation between RingCentral and any third parties other than the Partner; or
2. Negatively impacts RingCentral reputation or goodwill.
RingCentral retains all rights, title and interests in the Certification Badges, and RingCentral trademarks and logos. Nothing herein shall be construed to grant any other rights to the Partner.
B. Sandbox License. After You become a Certified Partner, RingCentral will provide You a sandbox environment account, solely to demonstrate simulated Events to prospective Clients (“Demo Account”). Partner is prohibited from staging actual Events through the Demo Account, and attempting to run a live Event through the Demo Account will result in the immediate termination of this Agreement (without opportunity to cure) and revocation of Partner’s Certification.
C. License Termination. Any license granted under this Program will automatically terminate upon any termination or expiration of Your Certification Partner Agreement or Your termination from the Program.
D. Other Benefits
1. Certification program updated as the platform and Service evolve
2. Access to a closed community of event agencies
3. Partner community events run by RingCentral
4. Ability to provide feedback to the RingCentral Events product team
5. Inclusion in the Partner Marketplace
Certified Partner Commission Program Policy
Overview
The Certified Partner Commission Program provides an opportunity for agencies to earn commissions on qualified referrals made to RingCentral. RingCentral reserves the rights to discontinue this program at any time, subject to any ongoing Commission obligations pursuant to Paragraph 8 below.
1. Certified Partner Program Requirement. You must be a Certified Partner in order to participate in this Program.
2. Eligible Lead Process. Partner may refer potential RingCentral Events customers to RingCentral in compliance with the Agreement. Each potential customer must be correctly tagged and/or tracked via the Partner Relationship Management tool or other agreed upon method. If RingCentral notifies the Partner that the potential lead is available and eligible, such potential lead will be deemed an “,Eligible Lead.” RingCentral may deny eligibility based on its reasonable criteria, which may include without limitation, the potential lead is (a) already an Eligible Lead for a third party, (b) an existing customer of RingCentral, (c) RingCentral is already involved in discussions toward a sale with the potential lead as of and 90 days prior to the date of Partner’s potential lead submission.
3. Eligible Customer; Expiration. If an Eligible Lead purchases the RingCentral Service, or upgrades from a free version of the RingCentral Service to a Business or Enterprise premium version of the RingCentral Service within 120 days of the confirmed referral, such Eligible Lead will be deemed an Eligible Customer. If such Eligible Lead does not convert to “Closed Won” within 120 days, the Eligible Lead will automatically expire.
4. Commission Calculation. During the Term and (if applicable) after expiration or termination of the Agreement, Partner is entitled to a revenue share equal to 20% of Eligible Income up to a maximum of $10,000 per Qualified Sale (“Commission”).
“Eligible Income” means gross revenues actually received by RingCentral from Eligible Customers for Qualified Products, and excludes any third party products or services, RingCentral professional services, less any applicable transaction fees, rebates, refunds, credits or charge backs, and subject to the “Exclusions” described below.
A “Qualified Sale” is a fully executed sale of one or more Qualified Products on one RingCentral Sales Order (including any Add-Ons to such Qualified Product such as additional prepaid Registrations purchased on the same RingCentral Sales Order), to a single unique Eligible Customer (net new logo), where the fees payable for the Qualified Products are at least $750 USD after all applicable discounts.
“Qualified Products” consist exclusively of:
RingCentral Events 100
RingCentral Events 500
RingCentral Events 1000
RingCentral Events 2000
RingCentral Events 3000
RingCentral Events 5000
RingCentral Events 7500
RingCentral Events 10000
RingCentral Events 20000
The following are expressly excluded from “Qualified Products”
Plan renewals
Mid-year upsells, add-ons, and overages
Plans purchased for the agency itself
End Clients referred to the agency from RingCentral
Any other RingCentral products or services
Additional Conditions:
The sale of two different product plans to a single End Client in one Sales Order will be deemed one Qualified Sale.
If two agencies submit an End Client as a potential lead, the first agency to submit gets the Eligible Lead (if deemed eligible).
By way of example only:
(a) If an agency’s Eligible Customer buys both a RingCentral Events Business Registration and a RingCentral Events Business Plan (12-Month Plan) on one Sales Order for a total fee of $28,000 while meeting all the Additional Conditions, the sale would be deemed a single Qualified Sale.
(b) If a month later the same Eligible Customer described in (a) above purchases additional Business Registrations, the upsell or any overage fees will not be deemed a Qualified Sale.
(c) If a month later the same Eligible Customer makes a second purchase of Qualified Products for $3,999 after discounts, the agency would not qualify for a Commission because the second Qualified Sale must be to a different Eligible Customer. A sale to an affiliate, subsidiary, or parent of the first Eligible Customer is not deemed a different Eligible Customer.
(d) If a month later, a new Eligible Customer makes a purchase of Qualified Products for $3,999 after discounts, the second Qualified Sale would qualify that agency for a Commission.
5. Payment and Reports. For so long as Partner is eligible to receive a Commission and the Eligible Lead was submitted via the Partnership Relationship Management tool, RingCentral will after the end of each month: (i) send to Partner an accounting of all sums collected from each Eligible Customer for Commission amounts owed to Partner, and (ii) pay the applicable Commission via the Partner Relationship Management tool.
6. Commission Audit. RingCentral agrees to maintain proper accounts, books and records with respect to the Commission. No more frequently than once in each calendar year during the Term, with a reasonable basis for requesting an audit, Partner may review RingCentral’s accounts, books and records for the previous year relating to the Commission (or at RingCentral’s election, review by a mutual acceptable independent third party auditor, subject to an appropriate confidentiality agreement) to verify the accuracy of the Commission payment under this Agreement. Any such audit may be conducted after 30 days prior written notice to RingCentral. Partner will bear the expense of any audit conducted pursuant to this Paragraph unless such audit shows an underpayment of amounts due to Partner in excess of 5% of the amounts payable during the period audited, in which case RingCentral will reimburse to Partner the reasonable expenses of the audit.
7. Additional Program Provisions
The following additional provisions apply to the Certified Partner Commission.
You will not accept any opportunities, incentives, commissions, considerations or other benefits relating to Your promotion or support of RingCentral’s products and services (“Benefits”) for any sales opportunity where You have been retained to provide consulting, systems integration, or neutral/objective advice to a governmental entity or a prime contractor or subcontractor under a governmental contract. You shall make all required disclosures to any actual or potential customers, end clients or consumers, including government (including federal, provincial, state or local government) customers, education end users, customers purchasing products or services that will be reimbursed under a federal or state program or grant, in each case describing all Benefits for each transaction for which You are claiming or will claim
a Benefit. Such disclosures must be made in writing prior to provision of any advice or goods or services. You certify that (a) You are not a government entity, (b) You have not accepted any Benefits under this Certified Partner Commission Program or the Agreement to the extent that they relate to Your performance under a government prime contract requiring You to provide neutral or unbiased advice to the government with respect to the types of technology products and solutions provided by RingCentral, and (c) that Your acceptance of Benefits under this Certified Partner Commission Program or the Agreement shall not violate any applicable laws or government rules or regulations, including those relating to conflicts of interest or bribes (including kickbacks). You agree to indemnify and hold harmless RingCentral for any loss, cost, fine, or other damages resulting from its failure to observe this certification. RingCentral requires each of its Program partners (“Partners”) at all times to comply with applicable anti-bribery legislation, and at no time is any Partner permitted to make or offer any improper incentive to any third party (whether commercial or governmental). You further acknowledge and agree that RingCentral may terminate this Certified Partner Commission Program (in whole or in part) or Your participation in it at any time in RingCentral’s sole discretion and that RingCentral may elect to withhold or delay any Benefit to which You may be otherwise entitled hereunder (i) if
RingCentral develops a reasonable suspicion that any part of this certification was or has become inaccurate, (ii) if RingCentral or You become the target of any government action or investigation in any way relating to such Benefit, the Certified Partner Commission Program, or the Agreement, or (iii) if RingCentral decides in its sole discretion to discontinue such Benefit due to a change in the regulatory environment. You are solely responsible for ensuring You are eligible to receive, and for using, Benefits in accordance with all applicable laws. You agree to indemnify and hold harmless RingCentral for any loss, cost, fine, or other damages relating to Your alleged non-compliance with the provisions of this Section 8 or relating to Your participation or receipt of any RingCentral Benefits.8. Effect of Termination. Upon expiration or termination of this Agreement or discontinuation of the Commission Program, the Commission obligations will be as follows:
If the Commission Program is discontinued or the Agreement is terminated for convenience by either Party or for cause by Partner due to RingCentral’s uncured breach, RingCentral’s Commission obligations will apply to Eligible Leads as of the effective date of termination that later qualify to be deemed Eligible Customers.
If the Commission Program or the Agreement is terminated due to Partner’s uncured breach, Partner’s right to receive any ongoing Commission will terminate immediately.