SPECTRUM BUSINESS CONNECT WITH RINGCENTRAL TERMS OF SERVICE

The Spectrum Business Connect with RingCentral Terms of Service contain prices and descriptions for RingCentral Services ("RingCentral Services(s)" or "Service(s)") offered by Charter Communications Operating, LLC ("Charter" or "Spectrum") to Spectrum Business Customers ("Customer(s)") and its end users ("End User(s)"). The rates, terms and conditions in the Spectrum Business Connect with RingCentral Terms of Service are incorporated into and are part of the Spectrum Business Service Agreement ("Service Agreement") and Price Guides posted at  https://www.spectrum.com/policies/terms-of-service or https://www.spectrum.com, under "Terms of Service/Policies". RingCentral Service and/or certain features may not be available in all areas.

1. Description of Spectrum Business Connect with RingCentral Services

Spectrum Business Connect with RingCentral is a fully featured, cloud-based voice service provided by RingCentral and offered to Customers by Spectrum Business. If Customer selects Spectrum Business Connect with RingCentral Service, Customer will receive a combination of (i) instant messaging and presence service, (ii) communication services (phone and/or video calling service with optional add-on features), (iii) desktop sharing service, (iv) conferencing, and (v) web collaboration service. Spectrum Business Connect with RingCentral services may also be available on personal computer, mobile phone, and tablet application formats where features, functionalities, and capabilities will differ based on the device used to access the service (e.g., soft phone service). If Customer or an End User accesses Spectrum Business Connect with RingCentral through use of an application and/or internet connection, certain features, functionalities, or capabilities, such as two-way calling, may not be available. When using such an application, Customer and End Users are subject to terms of such application and the terms of Spectrum's Service Agreement (including these Spectrum Business Connect with RingCentral Terms of Service). Additionally, porting of telephone numbers is subject to RingCentral's porting rules and procedures, as described at  https://www.ringcentral.com/legal/policies/numbering-policy.html. Changes made to the features, functionalities, capabilities of the Spectrum Business Connect with RingCentral, or to an application accessing Spectrum Business Connect with RingCentral, shall be in Spectrum's sole discretion.

1.1. HIPAA Business Associate Agreement. This Section 1.1 applies only if Customer is a “Covered Entity” or “Business Associate” under the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder (“HIPAA”). If Customer is a Covered Entity or Business Associate and intends to create, receive, maintain, or transmit Protected Health Information (as defined under HIPAA) through Customer’s use of the Spectrum Business Connect with RingCentral Service, Customer must agree to the terms of the Spectrum Business Connect Business Associate Agreement (“BAA”), available at https://www.spectrum.com/policies/business-associate-agreement-for-spectrum-business-connect-with-ringcentral-service, as a condition of subscribing to and using the Spectrum Business Connect with RingCentral Service. The BAA is incorporated into and is part of this Spectrum Business Connect with RingCentral Terms of Service and the Spectrum Business Services Agreement. If Customer is a Covered Entity or Business Associate and does not agree to be bound by the BAA, Customer must terminate its subscription to and use of the Business Connect with RingCentral Service by calling Charter at 800-314-7195. For the avoidance of doubt, the BAA applies only to Covered Entities and Business Associates that subscribe to the Spectrum Business Connect with RingCentral Service. The BAA does not apply to any other Spectrum Business Service.

1.2. 911 Calling. Spectrum Business connect with RingCentral will have soft phone functionality with 911 calling capability if Customer's or an End User's software and service are properly installed, configured, and updated. Customer and End User understand that such soft phone service, including 911 calling capability, will not function properly unless correct and valid address information has been entered into the soft phone service or application that reflects the application and/or associated device location. Failure of Customer or End User to enter correct and valid address information, prior to initiation of such Service and anytime Customer's or End User's location of the soft phone changes, may result in a delay or inability in dispatching 911 emergency service to Customer's or End User's location. Failure of Customer or End User to enter correct and valid address information at any time will result in the End User being unable to place calls to non-emergency numbers until the address has been updated or verified.

1.3. Billing. Services and products may be available before the Billing Start Date. Certain items such as phone purchases or usage fees (e.g., international calls) may be incurred by Customer prior to the Billing Start Date. Upon discontinuance of Service or the port-out of any telephone number associated with the Service, Customer must contact Spectrum Business to request disconnection and/or termination of its Service. Service will remain active and billed until disconnected or terminated by Spectrum Business.

1.4. Service location updates. Taxes and fees (for purchases, monthly fees, chargeable calls, and professional services) are assessed based on the location where the Service is delivered. Customer is responsible for ensuring its billing location is accurate and maintained.

1.5. Changes to Service. Customer shall ensure that only authorized users are granted privileges under Customer's account with Spectrum to place orders and/or to add, change, move, or discontinue services or phones. In addition, Customer shall ensure only authorized users are granted user privileges to manage End Users, obtain Call Detail records, or obtain call recordings.

2. Calling Plans, Rates, and Fees for Spectrum Business Connect with RingCentral Service

2.1  Unlimited Outbound Long-Distance Calling. Each seat comes with unlimited domestic outbound long-distance calling.

(a) The unlimited plan includes calls within the United States (50 states) and to Puerto Rico and Canada.

(b) Calls to US Territories and Mexico are considered international Calls.

(c) Toll Free and international calling are not part of the Unlimited Outbound Long-Distance Calling plan.

2.2 Toll Free Calls. Toll Free Calling is an additional service and consists of a toll free number and the usage associated with inbound calls received on the toll free number. Toll Free Calling is not part of the Unlimited Outbound Long-Distance Calling plan.

(a) Each Toll Free number has a monthly recurring charge (MRC).

(b) All calls received on the Toll Free service incur usage charges, billed on the basis of full minutes (rounded up).

(c) Toll Free service includes calls received from Canada and from within the United States (50 states). Calls from Puerto Rico also can be enabled.

(d) International Toll Free service is not supported. Callers from other destinations must direct dial the phone number.

(e) Billing for Toll Free usage begins when an inbound Toll Free call is received by the RingCentral network regardless of whether the call is answered (e.g., "ring no answer" and "busy no answer" time is billable).

2.3 International Calls.  Calling rates for international destinations vary by country and are not included as part of the Unlimited Long-Distance Calling plan.

(a) Calling rates for international destinations are located at  https://www.ringcentral.com/support/international-rates.html.

(b) Calls are billed on a one (1) minute basis, rounded up to the next minute.

2.4 Directory Assistance and Operator Services.

(a) 411 (Directory Assistance) - No Charge.

(b) Other Operator Services, including collect calls, are not supported.

2.5 The following rates apply to Spectrum Business Connect with RingCentral Service:

1 Business locations require a minimum of 2 seats and Spectrum Business Internet.

2 A Pro Install charge is assessed if Customer also purchases Internet or Spectrum Business Voice; if Customer already has Spectrum Business internet and the order only includes Spectrum Business Connect with RingCentral, then the Self Install fee is assessed.

3 If Customer disconnects Internet Service, then bundled rates will change to the standard rate for all seats.

3. SMS/MMS Registration, Rates. Spectrum Business Connect with RingCentral Customers may enable SMS/MMS capabilities. Prior to using SMS/MMS, Customer must first complete The Campaign Registry (TCR) process described in section 3.1 to enable Telephone Number(s) to send or receive SMS/MMS messages.  TCR registration and SMS/MMS usage rates are described below.

3.1 The Campaign Registry (TCR) Process. The FCC instituted rules to make SMS/MMS more secure and trustworthy. TCR is an organization formed by US mobile carriers to implement the FCC guidance, define the database of record, and define the charges for Brand and Campaign registration. A Customer must create a brand, create a campaign, and assign numbers to the campaign.

(a) The process for completing TCR registration and assigning numbers to a SMS campaign is described at https://support.ringcentral.com/article-v2/Setting-up-TCR-registration-assigning-numbers-to-SMS-campaigns.html?brand=RingCentral&product=MVP&language=en_US.

(b) The following rates apply to TCR Brand and Campaign registration:

(c) Additional charges be assessed for failure to register a brand or campaign and/or for violating SMS polices (including, but not limited to, SMS/MMS content policies prohibiting phishing, smishing, social engineering, promotion of illegal or prohibited activities, or other violations). These additional charges are described at https://partnersupport.ringcentral.com/article-v2/TCR_registration_fees.html?brand=RingCentral&product=MVP&language=en_US

(d) It can take 20-30 business days to complete the TCR registration process and to register a campaign.

(e) TCR requires a minimum three-month commitment for every campaign.

(f)  A maximum of 49 numbers can be used per Campaign.

3.2 SMS/MMS Content Policy. All SMS/MMS usage is subject to the content policy located at https://www.ringcentral.com/legal/sms-mms-content-policies.html.

4. Phone Equipment Options. Customer may elect to (i) purchase phones as part of the Spectrum Business Connect with RingCentral service, (ii) provide its own RingCentral compatible phones, or (iii) use a combination of options (i) and (ii).

4.1 Phone Equipment Purchased from Spectrum and Equipment Installment Plan (EIP).  Customer may purchase phones and related devices ("RingCentral Equipment") from Spectrum that are compatible with Business Connect with Ring Central service. There is no monthly rental option. Spectrum offers options to spread the phone payment price over a term, as defined in the Equipment Installment Plan ("EIP") contract. Spectrum shall provide the EIP contract to the Customer that contains, among other terms and conditions, Customer's payment obligations for RingCentral Equipment that Customer is purchasing. To the extent permitted by applicable law, upon an uncured default, Spectrum has the right to require, among other remedies, that Customer immediately pay the entire remaining balance in full for the RingCentral Equipment that is due under the EIP contract.

4.1.1 Additional Terms for Equipment Purchase.

(a)  Applicable taxes and fees are fully assessed at the time of sale and are not included in the EIP monthly payments.

(b) The Service Order will reflect the One-Time purchase price. Invoicing for phones will be based on the phone payment plan selected by Customer (One-Time Purchase or one of the available EIP options).

(c) Spectrum reserves the right to modify or update phone purchase and/or EIP pricing.

(d) If Customer purchases phone from Spectrum, e911 stickers will be provided to Customer. Customer has the responsibility to affix the stickers as instructed. In the case where Customer provides its own phones, Customer will be provided e911 stickers at Customer's request.

4.1.2 Warranty for Phones. If within the first twelve (12) months from the date of purchase of the RingCentral Equipment from Spectrum (the "Warranty Period") Customer discovers that any portion of the RingCentral Equipment is defective, Customer may be entitled to receive a replacement of the defective RingCentral Equipment or portion thereof subject to the following.

(a) Customer must notify Spectrum within the Warranty Period and request a return order from Spectrum for the defective RingCentral Equipment.

(b) Spectrum will issue an order to return the defective RingCentral Equipment and provide a shipping label to Customer.

(c) Customer must ship the defective RingCentral Equipment to Spectrum or Spectrum's supplier with the supplied shipping label.

(d) Upon receiving the defective RingCentral Equipment by Spectrum or Spectrum's supplier, Spectrum will ship a replacement device to Customer.

4.2 Customer-Provided Phone Equipment. Spectrum Business Connect with RingCentral allows Customer to bring its own device (“BYOD”) and provision it to connect to RingCentral service. Information on connecting and provisioning compatible devices to RingCentral is available at  https://www.spectrumbusiness.net/support/voice/connecting-your-own-device-ringcentral Customer is responsible for configuring, activating, and maintaining its BYOD phones.

4.2.1 Additional Terms for BYOD.

(a)  A BYOD phone must be compatible with Open SIP (Session Initiation Protocol) to connect to RingCentral’s Voice over Internet Protocol (VoIP) service. To verify the BYOD phone is certified to work with RingCentral, see the list of certified and supported phones at https://partnersupport.ringcentral.com/article-v2/Certified-and-supported-deskphones-for-RingCentral-partner.html?brand=Partner&product=MVP&language=en_US.

(b) If the BYOD phone is not certified to work with RingCentral, then Spectrum Business Customer Service will not be able to assist with provisioning or troubleshooting.

(c) Spectrum does not guarantee the condition of a BYOD phone or verify if it has been unlocked by Customer’s previous service provider. If the phone does not connect to RingCentral service, please contact the device manufacturer for assistance.

(d)  Customer is responsible to affix e911 stickers to its devices. Customer will be provided e911 stickers at Customer's request. Printable e911 stickers are also available at  https://www.spectrumbusiness.net/support/voice/911-stickers.

5. RingCentral End User Terms

RINGCENTRAL, INC. ("RINGCENTRAL") IS THE PROVIDER OF THE RINGCENTRAL SERVICES. THIS END USER LICENSE AGREEMENT ("AGREEMENT") GOVERNS THE USE OF THE RINGCENTRAL SERVICES, AND ANY HARDWARE, PROPRIETARY SOFTWARE AND THIRD-PARTY PROPRIETARY SOFTWARE LICENSED THROUGH RINGCENTRAL. READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE INSTALLING, DOWNLOADING OR USING THE SOFTWARE. BY INSTALLING, DOWNLOADING OR USING THE SOFRWARE, OR AUTHORIZING OTHERS TO DO SO, YOU, ON BEHALF OF YOURSELF AND THE ENTITY FOR WHOM YOU ARE DOING SO (HEREINAFTER REFERRED TO INTERCHANGEABLY AS "CUSTOMER" OR "YOU"), AGREE TO THIS AGREEMENT AND CREATE A BINDING CONTRACT BETWEEN YOU AND RINGCENTRAL, INC. OR THE APPLICABLE RINGCENTRAL AFFILIATE. IF YOU ARE ACCEPTING THESE SOFTWARE LICENSE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE OR THE SERVICES.

1. Definitions

A. "Acceptable Use Policy" or "Use Policy(ies)" means RingCentral's Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policy.html.

B. "Account" means the account established for RingCentral Services and associated with a Customer.

C. "Affiliate" means, with respect to a subject entity, any other entity controlling, controlled by or under common control with such subject entity.

D. "Customer Content" means the content of calls, facsimiles, SMS messages, instant messages, voicemails, voice recordings, shared files, conferences or other communications transmitted or stored through the Services.

E. "End User" means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer's employees, consultants, clients, external users, invitees, contractors and agents.

F. "Intellectual Property Rights" means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and "moral" rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person's name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

G. "Law" means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing federal, state, provincial, local or other governmental body with jurisdiction over the Services, whether foreign or domestic, if and to the extent applicable.

H. "Partner" means Charter.

I. "Party" means Customer or RingCentral.

J. "Product" means the products provided by RingCentral as listed in the order form executed between Partner and RingCentral

K. "PSTN" means the public switched telephone network.

L. "RingCentral Network" means the network and supporting facilities between and among the RingCentral points of presence, up to and including the interconnection point between RingCentral's network and facilities, and the public internet, private IP networks, and the PSTN. The RingCentral Network does not include the public internet, a Customer's own private network, or the PSTN.

M. "RingCentral Service(s)" means the cloud-based unified communications as a service provided by RingCentral.

N. "Services" means the services provided by RingCentral as listed in the order form executed between Partner and RingCentral, including without limitation any applicable RingCentral Services.

O. "Software" has the meaning set forth in Section 4.A.i, below.

P. "Supplier" means the supplier, licensor, publisher, manufacturer or other third-party provider of Products.

2. Limitations to the Use of the Services

A. A Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies, which are incorporated into a form part of this Agreement. A Customer may not use, or permit the use of the Services, to interfere with the use of RingCentral's service by others or with the operation of the RingCentral Network. A Customer may not resell the Services. A Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section 2 will be deemed a material breach of this Agreement. RingCentral may update the Use Policies from time to time and will (or through the Partner) provide notice to a Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to a Customer. RingCentral may restrict the availability of the Services in any particular location or modify or discontinue features to comply with applicable laws and regulations. If You use the Services in a location with local laws requiring a designated entity to be responsible for personal data processing, including collection and transfer, You acknowledge that You are the entity responsible for complying with such laws.

B. The Services must be used in accordance with the Acceptable Use Policy. Notwithstanding anything to the contrary in this Agreement, RingCentral may act immediately and without notice to suspend or limit the Services if RingCentral reasonably suspects fraudulent or illegal activity in a Customer's Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the RingCentral Network, provided such suspension of limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. RingCentral will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If a Customer anticipates legitimate but unusual activity on its Account, a Customer should contact Partner customer support in advance in an attempt to avoid any Service disruption.

3. Termination. RingCentral may terminate this Agreement by giving written notice to the Customer (i) if the Customer breaches any term of this Agreement or (ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services.

4. Intellectual Property

A. Limited License

i. Subject to, and conditioned upon Customer's compliance with the terms of this Agreement, RingCentral grants to Customer and its End User a limited, personal, revocable, non-exclusive, non-transferable (other than as permitted under this Agreement), non-sub licensable license to use any software provided or made available by RingCentral to the Customer as part of the Services ("Software") to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services. The foregoing license will expire upon the earlier of the termination of this Agreement and the termination of the applicable order under which Customer purchased the Services from RingCentral's Partner.

ii. Customer will not, and will not allow its End Users, to (a) sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity; (b) modify, adapt or create derivative works of the Software or any associated documentation; (c) reverse engineer, decompile, decrypt, or disassemble the Software or Products, or otherwise attempt to derive the source code for the Software or extract any components from the Software; (d) use the Software or Products for infringement analysis, competitive analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use ; (e) create any competing Software or Services; or (f) remove any copyright or other proprietary or confidential notices on any Software or Services.

B. Intellectual Property Rights

i. RingCentral's Rights. Except as expressly provided in this Agreement, the limited license granted to Customer under Section 4.A (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services, Products, any related materials, or in any Intellectual Property, and no Intellectual Property Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise. All Rights not expressly granted herein are reserved and retained by RingCentral, its Affiliates, and their respective Suppliers. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of RingCentral Services may violate third-party Intellectual Property rights. Customer acknowledges that Service and Products contain the Intellectual Property of RingCentral, its Affiliates, or their respective Suppliers. Customer will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends placed upon or contained within any Services or Products. Nothing contained herein shall be construed as authorizing or granting to Customer any right or license to use any logo, trademark or trade name of RingCentral, its Affiliates, or any of their respective Suppliers.

ii. Customer Rights. As between RingCentral and Customer, Customer retains title to all Intellectual Property Rights that are owned by the Customer or its Suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to RingCentral a worldwide, perpetual, personal, non-exclusive, fully paid-up, royalty-free, license to use and reproduce Customer Content. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content.

C. Use of Marks. Neither Party may use or display the other Party's trademarks, service mark or logo in any manner without such Party's prior written consent.

D. Software Changes. RingCentral may from time to time push software updates and patches directly to Customer's computers, tablets, mobile phones, or other devices for installation, and Customer will not prevent RingCentral from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of Software and third-party Software that may be made available by RingCentral. RingCentral will not be liable for inoperability, failure, or deficiency of the Services due to Customer's failure to timely implement the required changes.

5. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". RINGCENTRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, UP TIME, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTIES AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

6. Compliance

A. RingCentral and Partner have the right to inspect and/or audit by remote polling or other reasonable electronic means at any time to determine End User's compliance with this Agreement, including but not limited to the Use Policies. Customer agrees to keep a current record of the location of the Software.

7. Limitations of Liability

A. Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.

B. Direct Damages. EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF RINGCENTRAL UNDER THIS AGREEMENT WILL NOT EXCEED TEN THOUSAND U.S. DOLLARS ($10,000.00 USD). LIMITATIONS UNDER THIS SECTION (DIRECT DAMAGES) WILL NOT APPLY TO LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN WHICH CASE RINGCENTRAL'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL BE THE MINIMUM AMOUNT PERMITTED BY APPLICABLE LAW.

8. Indemnification by Customer. Customer agrees to indemnify, defend and hold harmless RingCentral and its Affiliates at its expense, from and against any and all third-party claims, arising out of or in connection with: (i) material violation of applicable law by the Customer, or their respective End Users in connection with their use of the Services; (ii) use of the Services in breach of the Acceptable Use Policies; (iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided free of charge by or on behalf of RingCentral; or (iv) Customer Content. Further, Customer will indemnify and hold harmless RingCentral against all damages, costs, and attorneys' fees finally awarded against RingCentral by a court of competent jurisdiction in connection with such third-party claims or agreed to in a written settlement agreement approved in writing.

9. Dispute Resolution

A. Governing Law and Forum Selection. Based on the "Location of Services" in Table 1, as described below, (i) this Agreement is governed by the applicable laws of the jurisdiction set forth in the column "Applicable Law" of Table 1 below, without giving effect to such jurisdiction's principles on conflicts of law; and (ii) any dispute, claim, cause of action, suit, or other proceeding arising from or relating to this Agreement (a "Dispute") will be subject to the exclusive jurisdiction of the applicable courts set forth in the column "Exclusive Forum" of Table 1 below. Each party submits to exclusive personal jurisdiction in such courts, waives any claim of improper venue or forum non conveniens, and agrees not to institute any action or proceeding arising from or relating to a Dispute in any other court. The column "Location of the Services" for the purposes of Table 1 will be the country in which the Partner is domiciled.

B. Equitable Relief. Any breach of RingCentral's Intellectual Property Rights will cause RingCentral irreparable harm for which monetary damages will be inadequate. RingCentral may, in addition to other remedies available at Law or in equity, seek preliminary or permanent injunctive relief against the Customer or its End Users without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which RingCentral may be entitled under applicable law.

C. Limitations. No Dispute may be brought by either Party against the other Party more than (2) years after the cause of action has accrued. Any Disputes must be conducted solely on an individual basis, and the Parties expressly waive any right to bring any Dispute as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity.

D. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Customer's use of the Products or Services.

E. Export Control. Any Services, Products, Software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export Laws and regulations. Customer will not use, distribute, transfer, or transmit the Services, Products, Software, or technical information (even if incorporated into other products) except in compliance with U.S. and other applicable export regulations.

F. Regulatory and Legal Changes. In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with RingCentral's ability to provide Services under this Agreement, RingCentral may terminate the affected Services and/or this Agreement.