Terms of Service

By accessing or using any web site or service made available by Ringaly Inc. you acknowledge that you have read and agree to be bound by these terms of service and also agree to comply with all applicable national, state and local laws and regulations. It is your responsibility to review these terms of service periodically and if you find them unacceptable, or do not agree with them, you have no right to access our web sites or services.

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TO USE OUR WEB SITES OR SERVICES YOU MUST BE AT LEAST 18 YEARS OF AGE AND LEGALLY ABLE TO ENTER INTO A CONTRACT.

Definitions

The following meanings apply in these terms of service:

• "Site" refers to any web site made available by Ringaly Inc.

• "Services" refers to the Site and all services provided by Ringaly Inc.

• "Ringaly", "we", "us" and "our" refer to Ringaly Inc. and its employees, consultants, officers, directors, or agents (the "Representatives").

• "User," "you" and "your" refer to each customer, visitor or user of any Services.

• If you access or use the Services on behalf of a company, organization or other entity then "you" and "your" also refers to that entity and you represent and warrant that you are a Representative of the entity with the authority to bind it to these terms of service and you agree to these terms of service on the entity's behalf.

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You are responsible for ensuring the security of your account

Use of our Services requires that you have a User Account. You are responsible for all activity that happens through your User Account. You are responsible for keeping your User Account password confidential. You may not access or use another person's User Account without their permission. Ringaly is not liable for any harm you incur as a result of another person's use of your User Account. You may be held liable for any harm Ringaly incurs as a result of another person's use of your User Account.

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Ringaly cannot be used for emergency communications

Our Services are not intended to support or carry emergency calls or text messages to or from any emergency services (e.g. 911, hospitals, doctors). Ringaly will not be liable for any claim, damage, or loss (and User will hold company harmless against any and all such claims) arising from or relating to the inability to use our services to communicate with emergency services.

You must not engage in prohibited activities

You agree not to harm the Services and not to access or use the Services to harm others, including Ringaly. For example, you must not engage in any activity or transmit any information that, in our sole discretion:

• accesses or uses the Services in a manner that is harmful, threatening, harassing, or otherwise objectionable to others

• violates any law or regulation

• improperly impersonates others or misrepresents or conceals your identity or your affiliation with others

• solicits, accesses, discloses, or uses the sensitive information (includes personally identifiable information, User Account, confidential information, or other proprietary or valuable information) of others either without their permission or in an otherwise objectionable manner

• violates or infringes the Intellectual Property Rights (as defined below) or other proprietary rights of others

• circumvents or otherwise interferes with security, access or usage restrictions, or other measures employed to control, restrict, or prevent access to the Services or other information contained on or obtained from or through the Services

• damages, disables, interferes with, overburdens, or otherwise impairs the Services or any computer software or hardware or electronic communications equipment

• uses any content or other information contained on or obtained from or through the Services, except as provided for in these terms of service or with our prior written permission

• copies or modifies the Services or otherwise affects the display of the Services as provided by Ringaly or distributes, sells, leases, or makes any portion of the Services available for access by third parties in any manner other than as provided by Ringaly

• uses automated or any other unauthorized means to modify, reroute, access, or use the Services

• reverse engineers or otherwise attempts to derive source code of the Services, unless laws prohibit those restrictions or you have our prior written permission

• is in connection with any effort to develop or operate a product or service that is competitive with the Services, or that uses ideas, features, functions, or graphics similar to those of the Services, or copy ideas, features, functions, or graphics of the Services

• accesses or uses the Site or Services for unauthorized advertising, marketing, or communication or for other unauthorized commercial purposes

• violates these terms of service

• attempts any of the foregoing or assists, permits, or encourages others to do or attempt any of the foregoing.

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We retain the right to change or cease providing Services and features

We may, without prior notice, change Services or cease providing Services or features of the Services, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services for any reason, without notice and with no liability of any kind, including if in our sole determination you violate any provision of these terms of service, or for no reason. Upon termination, for any reason or no reason, you continue to be bound by these terms of service. Any data, account history and account content residing on the servers running the Services may be deleted, altered, moved or transferred at any time for any reason in Ringaly’s sole discretion, with or without notice and with no liability of any kind. Ringaly does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running the Services.

Availability, errors and inaccuracies

Ringaly continuously updates its Services and may experience delays in updating information on its Services, Sites and on other web sites. The information found in such places may contain errors or inaccuracies and may not be complete or current. Services may be mispriced, described inaccurately, or unavailable and Ringaly cannot guarantee the accuracy or completeness of any information.

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Due to the nature of the Internet, the Company cannot guarantee continuous and uninterrupted availability and accessibility of its Services. The Company may restrict the availability of the Services if it deems it to be necessary for any reason, in its sole discretion, including for the security of its servers or to carry out maintenance of the Services. The Company reserves the right to change or update information and to correct errors, inaccuracies, or omissions or to improve, enhance and modify the Services and introduce new Services from time to time, at any time, without prior notice or liability.

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Ringaly makes no representation that our Services are available for use in any particular location. We reserve the right to change, suspend, remove, or disable access to our Services at any time without notice. In no event will we be liable for the removal of or disabling of access to our Services. We may also impose limits on the use of or access to our Services, in any case and without notice or liability.

User interaction

You are solely responsible for your interactions with other users of the Services. Ringaly shall have no liability for your interactions with other users or for any user’s action or inaction.

Ringaly grants you a limited license

Subject to your compliance with these terms of service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as designed. Ringaly reserves all rights not expressly granted herein in the Services including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music and all Intellectual Property Rights related thereto, are the exclusive property of Ringaly and its licensors. Except as explicitly provided herein nothing in this terms of service shall be deemed to create a license in or under any such Intellectual Property Rights and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or capabilities accessible on the Services. Use of the Services for any purpose not expressly permitted by this terms of service is strictly prohibited. Ringaly may terminate this license at any time for any reason or no reason.

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You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Ringaly under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Ringaly does not waive any rights to use similar or related ideas previously known to Ringaly, or developed by its employees, or obtained from sources other than you.

You agree to pay us in accordance with our published pricing

Certain Services are provided for one-time or recurring fees or other charges. If you elect to use paid Services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges as published on our Sites. Ringaly may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. You authorize Ringaly to charge your credit card or other payment method for all fees and charges incurred in connection with your use of the Services.

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If you register with us, you may cancel your account at any time (see our refunds and cancellation policy). You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary interactions.

Privacy

Use of our Service requires that we collect and process personal information from you. Details of our data protection policies and procedures are set out in our Privacy Policy (ringaly.com/privacy) and Data Processing Agreement (ringaly.com/gdpr-dpa) and these referenced documents are considered to be included within this document. To use our service you must comply with these documented policies and procedures and act in accordance with relevant data protection legislation at all times.

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Indemnification

Except to the extent prohibited by law, you will indemnify and defend Ringaly and its affiliates, licensors, and suppliers, successors, and assigns, and their respective Representatives, affiliates, licensors, or suppliers, from and against any action, claim, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising from or related to the access or use of the Services by you or through your User Account or any violation of these terms by you or through your User Account. Ringaly retains the exclusive right to settle, compromise, and pay, without your consent, any claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you have indemnity obligations and you agree to cooperate with our defense of these claims. You agree not to settle, without our prior written consent, any matter for which you have indemnity obligations or in which we are named [as a defendant]. We will reasonably notify you of any matter for which you have indemnity obligations.

NO WARRANTY

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RINGALY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, RINGALY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

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RINGALY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE RINGALY SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND RINGALY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RINGALY OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT ARISE FROM OR RELATE TO THE SERVICES. UNDER NO CIRCUMSTANCES WILL RINGALY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RINGALY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OMISSIONS OR INACCURACIES OF CONTENT; (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. RINGALY EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL RINGALY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO RINGALY HEREUNDER. RINGALY EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY.

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THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF RINGALY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

This terms of service is assignable only by Ringaly

This terms of service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Ringaly without restriction.

Legal proceedings governed by California law and heard in California courts

You agree that the Services shall be deemed solely based in California and that the Services shall be deemed passive and do not give rise to personal jurisdiction over Ringaly, either specific or general, in jurisdictions other than California. You expressly agree that your rights and obligations, this terms of service and any disputes shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Ringaly that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in San Francisco, California, unless submitted to arbitration as set forth below.

Limited arbitration rights

For any claim (excluding claims for injunctive or other equitable relief) under this terms of service where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules:

• the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration

• the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties

• any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notifications

Ringaly may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Ringaly in our sole discretion. Ringaly reserves the right to determine the form and means of providing notifications to our users. Ringaly is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add support@ringaly.com to your email address book to help ensure you receive email notifications from us.

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This is our entire agreement and if any portion is deemed invalid, the remaining provisions are valid

This agreement, together with any amendments and any additional agreements you may enter into with Ringaly in connection with the Service, shall constitute the entire agreement between you and Ringaly concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this terms of service shall be deemed a further or continuing waiver of such term or any other term and Ringaly’s failure to assert any right or provision under this terms of service shall not constitute a waiver of such right or provision.