Ring2 Communications Limited End User Licence Agreement

Version 7.1, last updated 220908

PLEASE READ THIS END USER LICENCE AGREEMENT (‘EULA’) CAREFULLY. BY CLICKING ‘I AGREE’ OR INSTALLING OR USING ANY PART OF ANY SOFTWARE (‘SOFTWARE’) FROM RING2 COMMUNICATIONS LTD, 12 TOKENHOUSE YARD, LONDON EC2R 7AS, UK (‘RING2’), YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, DO NOT PROCEED WITH THE INSTALLATION AND DO NOT USE THE SOFTWARE.

Ring2 is providing you with the Software pursuant to a separate agreement between you (or a third party such as your employer) and either Ring2, a member of the Ring2 group, or one of Ring2’s licensees (‘parent agreement’). If the parent agreement is with Ring2 or a member of the Ring2 Group, the parent agreement will take priority over this EULA in cases of conflict. In all other cases, this EULA takes priority and governs your use of the Software.

1. Intellectual Property Ownership

The Software, any accompanying materials (printed or otherwise) provided by Ring2 (the ‘Materials’), and all copies of the Software and Materials, are protected by copyright, trade mark, trade secret and other intellectual property laws and international treaty provisions. All copyright and other intellectual property rights in the Software, Materials and any copies thereof in any medium are owned by Ring2 or its licensors and you have no right in or to the MCM Solution, Materials or such copies other than as set out in this EULA.

2. Licence

Provided that you comply with this EULA and your parent agreement at all times, Ring2 grants you a non-exclusive, non-sublicensable and non-transferable licence to: install and save one copy of the Software onto your computer or mobile device; use the Software and Materials only in accordance with this EULA, the Materials and any instructions from Ring2; and if you have a second computer that is a portable computer or device or a computer at your home, you may install and save a second copy of the Software onto that second computer. If you are a business customer, you may provide the Software and Materials to such number of your employees, contractors, agents and consultants as are allowed under your parent agreement provided that their use is at all times subject to this EULA.

You agree not to copy, reverse engineer or decompile the Software, nor to translate, modify, rent, lease, sublicence, distribute copies of, adapt, or create derived works based on the Software or Materials. This is without prejudice to your rights to make a back-up copy of, or decompile the Software in the circumstances provided by sections 50A and 50B of the Copyright, Designs and Patents Act 1988 (or similar rights under any applicable law which may not be excluded by contract). You will not import or export the Software or any copy or adaptation in violation of any applicable laws or regulations.

3. Permitted Use

You will not use the Software to make any communication or call, or transmit, distribute or store any data or material that is in whole or in part: a hoax, obscene, defamatory, an illegal threat, or is in any way in violation of any applicable law or regulation; in violation of any third party right, including intellectual property rights; automated or unsolicited communications or communication broadcast or blasting unless in accordance with all applicable laws; or any computer code, file or program (including viruses, Trojan horses and worms) that, whether designed to or not, controls, interrupts, limits or destroys the functionality of computer or telecommunications software or hardware in a harmful or unauthorised manner.

4. Support

We reserve the right not to support any version of the Software that has been superseded by a new version from one (1) year after the date the new version is available and your continued use of a superseded version is entirely at your own risk.

5. Termination

If the parent agreement terminates, this EULA will terminate immediately. Ring2 may also terminate this EULA immediately due to any breach by you of this EULA. You may terminate this EULA immediately on notice to Ring2. On termination of this EULA for any reason: (a) the licence in Clause 2 will immediately terminate; (b) you will immediately cease all use of and destroy all copies of, the Software, Materials and any copies in any medium and you will ensure that any person to whom you have provided the Software and Materials will do the same. Clause 6 and 9 will continue beyond termination of this EULA.

6. Disclaimer of warranty and limitation of liability

THE SOFTWARE IS NOT INTENDED TO FACILITATE OR MAKE CALLS TO EMERGENCY NUMBERS (INCLUDING 911 IN THE USA AND 999 IN THE UK), AND IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CALL OR FAILURE TO MAKE A CALL TO ANY NUMBER TO MAKE CALLS TO EMERGENCY NUMBERS.

RING2’S LIABILITY TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IS LIMITED TO THE TOTAL SUMS PAID BY YOU TO RING2 UNDER THIS EULA OR 5 STERLING, WHICHEVER IS THE GREATER. IN NO EVENT WILL RING2 BE LIABLE TO YOU FOR: ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES; LOSS OF DATA OR LOSS OF PROFIT (WHETHER DIRECT OR INDIRECT); ANY CLAIM BY A THIRD PARTY; NOR FOR ANY LOSS OR DAMAGE AS A RESULT OF FORCES BEYOND RING2’S CONTROL, INCLUDING WITHOUT LIMITATION ANY ACT OF GOD, WAR, TERRORISM, LABOUR DISPUTE OR TELECOMMUNICATIONS DISRUPTION, EVEN IF RING2 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU MUST GIVE RING2 NOTICE OF ANY CLAIM UNDER THIS EULA WITHIN ONE (1) YEAR OF THE CLAIM ARISING.

ALTHOUGH RING2 USES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SOFTWARE IS ERROR- AND VIRUS-FREE, YOU AGREE THAT THE SOFTWARE IS PROVIDED ON AN ‘AS IS’ BASIS. RING2 DOES NOT WARRANT THAT THE SOFTWARE WILL BE AVAILABLE AT ALL TIMES, OR IS FREE OF ERRORS, VIRUSES OR OTHER POTENTIALLY HARMFUL CODE. TO THE EXTENT PERMITTED BY LAW, RING2 EXCLUDES ALL CONDITIONS OR WARRANTIES THAT MAY OTHERWISE BE IMPLIED BY LAW INTO THIS EULA INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR PURPOSE.

Nothing in this EULA limits or excludes Ring2’s liability for death or personal injury due to Ring2’s negligence or fraudulent misrepresentation. Nothing in this EULA affects your statutory rights if you are dealing with Ring2 as a consumer.

7. Indemnity

You will indemnify Ring2 against all reasonable costs (including reasonable lawyers’ costs), damages and losses that Ring2 may suffer (including those relating to third party claims) due to your breach of this EULA.

8. General

You cannot assign, transfer, charge or otherwise deal with any or all of your rights under this EULA, or this EULA itself, without Ring2’s prior written permission. Ring2 may assign, transfer, charge or otherwise deal with this EULA without notice to you. We may amend this EULA on immediate notice to you and your continued use of the Software will constitute your acceptance of such amended EULA. No person who is not a party to this EULA will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA. If any part of this EULA is found void or unenforceable by a court or other legally competent authority, it will not affect the remaining parts of this EULA, which will remain valid and enforceable. If the Software is provided to the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it is provided with Restricted Rights as "Commercial Items," consisting of "Commercial Computer Software " and "Commercial Computer Software Documentation", and the U.S. Government will have only the rights specified in this EULA. This EULA is governed by English law and the English courts will have exclusive jurisdiction. You waive any right to object to any legal proceedings in such courts on the grounds of venue or on the grounds that they have been brought in an inappropriate forum. For the avoidance of doubt, this is an agreement for services and the United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA.

You may contact us by email at legal@ring2.com or by post to the address above.

2008 Ring2 Communications Limited, all rights reserved.