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Ricoh Unified Communications System (“UCS Services”) Terms and Conditions

  • The Following Terms and Conditions form part of a legally binding agreement (“Agreement”) upon an order for services being accepted by Ricoh.

    • General Description (“UCS Services”).

      The Ricoh Unified Communications System consists primarily of a highly portable video conferencing system capable of exchanging information, including voice, video and data, among connected users utilizing non interconnected Voice Over Internet Protocol technology. A subscriber to UCS Services (“Customer”) can connect multiple conferencing locations, and in addition to voice communications, can display and exchange video and data on the screen of a connected personal computer and, in the future, other PDAs or mobile devices. Utilizing dedicated Ricoh hardware devices (separate purchase required) with a built in wide angle camera, Subscribers can connect up to 20 conferencing connections. The UCS Services also include a utility function for users or an administrator to use the browser of an Internet-enabled monitoring device to manage address books, check usage history, perform basic machine configuration, and similar functions. Access to the UCS Services is provided on a time-limited “Subscription” basis (as defined below).

    • Required Equipment.

      The purchase by a Customer of a Subscription to the UCS Services does not include its required hardware equipment, the Ricoh UCS P3500 (“UCS Device”), which must be acquired separately. Future versions of the UCS Services may not require the use of dedicated hardware but shall still be subject to these Terms and Conditions.

    • Network; Internet Connections.

      The Customer is solely responsible for acquiring, installing, configuring, operating and maintaining all networks, equipment, hardware, software and facilities necessary for the Customer’s systems and computers to operate with the UCS Services. The UCS Services may not support or be compatible with all operating systems, browsers or networks, and it is the Customer’s responsibility to verify compatibility prior to purchasing the UCS Services. The Customer is also solely responsible for providing its own Internet and data communication connections and services.

    • Support.

      The Customer’s purchase of a Subscription to the UCS Services includes reasonable amounts of telephone support. Installation, configuration and customization, as well as any on-site support, are not included and must be acquired separately.
  • Service Limitations; No Access to Emergency Services All traffic carried by the Services must be IP originated; the Services cannot connect to the Public Switched Telephone Network. As such, the UCS Services are not intended to replace the Customer’s primary phone service. Without limiting the foregoing, the UCS Services will not place, support or carry any emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any other kind of services that connect a user to emergency services personnel or public safety answering points (“Emergency Services”). The Customer acknowledges and agrees that:
    • Ricoh is not required to offer access to Emergency Services under any applicable local and/or national rules, regulations or law;
    • it is the Customer’s responsibility to purchase any Emergency Services that it requires from traditional wireless (mobile) or fixed line telephone providers that offer them, and
    • the UCS Services are not a replacement for the Customer’s primary telephone services.
  • Ordering the Services; Fees. The Customer must select and order a Subscription to the UCS Services by filling out an Order The Order will set forth the duration of the Customer’s Subscription (“Subscription Term”) and the relevant quantitative usage metrics that govern the use of the UCS Services, which may be stated in the form of a permissible number of hours/minutes of video conferencing time per month or in some other usage metric or limitation, at Ricoh’s sole discretion (“Permitted Usage”).

    • Fees and Billing.

      As a condition of use, the Customer agrees to pay when due all fees and charges for the Permitted Usage the Customer has purchased as specified in an Order including any new or additional services or extensions of the Subscription Term that may be requested in subsequent Orders (“Fees”). The Customer must pay the Fees for the UCS Services to Ricoh by Direct Debit on the due date each month. If the Customer fails to pay the Fees by the payment date, the Customer must pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1.5% per month. The Customer acknowledges that Ricoh reserves the right to vary the Fees and/or its fee structure on the anniversary of the commencement date of each UCS Agreement,. If the Customer does not wish to pay the adjusted Fees, the Customer’s sole remedy is to terminate the Agreement at the expiration of the then current Subscription Term. Continued use of the UCS Services after a Fee adjustment shall be deemed the Customer’s agreement to pay the adjusted Fees. All Fees are quoted and payable in New Zealand Dollars payable without offset or deduction. All Fees are non-cancellable and non-refundable, and the Permitted Usage the Customer has purchased cannot be decreased during the Term. Non-payment or late payment of any Fees shall be grounds for suspension of the UCS Services or termination of the Agreement.

    • Taxes.

      In addition to the Fees, the Customer shall be responsible for and agrees to pay all taxes, duties, charges and regulatory fees of any type whatsoever that are, or may in the future be, assessed in connection with the provision or use of the UCS Services including but not limited to GST and any local, county, state, federal or foreign VAT, sales, use, privilege, excise, utility gross receipts, telecommunication, internet, public utility or other similar assessments (“Taxes”). However, the Customer shall not be responsible for paying any taxes based on Ricoh’s net income or property.

    • Third Party Fees.

      In addition to the Fees for the UCS Services, the Customer is responsible for the fees and charges, if any, associated with the use and operation of the Customer’s mobile devices and personal computers, such as messaging charges and airtime, and the costs of Internet access.

    • Audits. The Customer grants to Ricoh and its accountants, at all reasonable

      a. times and on reasonable advance notice, the right to examine the Customer’s books, records and accounts during normal business hours to verify compliance with these Terms and Conditions and the Agreement, and the licenses granted hereby and the Customer’s Permitted Usage. If such audit discloses non-compliance, the Customer shall promptly pay to Ricoh the appropriate Fees plus the reasonable costs of the audit. To facilitate confirmation of proper usage, the Customer shall maintain accurate records of all information related to the subject matter of the Agreement, including, without limitation, the identity, user names and passwords, and the nature of all uses the Customer makes of the UCS Services.
  • Term

    • Subscription Term.

      The Customer is entitled to use the UCS Services only for the Subscription Term. The Subscription Term shall commence on the 1st day of the month following the date the registration and installation process for the UCS Services has been completed (“Commencement Date”). After the registration and installation process for the UCS Services has been completed, the Customer may make trial use of the UCS Services without any additional Fees until the Commencement Date provided that the Customer complies with the Agreement. Upon expiration of the Subscription Term, the Customer will no longer be able to access or use the UCS Services.

    • Renewal.

      Upon the expiration of the initial Subscription Term, the Customer’s Subscription will automatically renew for additional twelve (12) month periods, at Ricoh’s then current Fees unless terminated by either party by written notice to the other not less than thirty (30) days before the end of the initial Subscription Term or any renewal period. a. It is THE CUSTOMER’S responsibility to provide written notice of termination if THE CUSTOMER wishES to cancel the UCS Services at the end of a Subscription Term.

  • Subscription and License to Use Services.

    • Limited Term Subscription License.

      Subject to these terms and conditions and the Agreement and your payment of all applicable Fees, Ricoh hereby grants to the Customer and its “Authorized Users” (as defined below) a time-limited, non-exclusive, non-assignable, non-sub licensable, non-transferable limited license to access and use the UCS Services only for the Subscription Term. The Customer’s use shall further be strictly limited to the Permitted Usage set forth in the Order.For the purposes hereof, “Authorized Users” a. means any employee, consultant, contractor, customer and/or other individual or party that accesses or uses the UCS Services under the Customer’s Subscription or using the Customer’s UCS Devices, but in any event subject to the Permitted Usage restrictions set forth in the Customer’s Order. This limited license is granted solely to the Customer and the Customer’s Authorized Users. The Agreement and these Terms and Conditions shall not be deemed to transfer any ownership, title or proprietary rights to the UCS Services to the Customer. All rights not expressly granted hereunder are reserved to Ricoh and/or its licensors. In case use of the UCS Services requires the installation of any local end points or agents (collectively “Ancillary Software”) on the Customer’s personal computers, PDAs or other mobile devices used to connect to the UCS Services, then Ricoh grants the Customer a limited, non-exclusive, non-assignable, non-sub licensable, non-transferable license to use the Ancillary Software on these terms and conditions and those of the Agreement, solely for use with the UCS Services and only for the Term of the Customer’s Subscription. This Ancillary Software license will automatically terminate upon the expiration or termination of the Agreement or the Term of the Customer’s Subscription.

    • Upgrades; Revisions. Ricoh reserves the right to modify, add, or remove features

      or functions to or from the UCS Services, or to provide programming fixes, enhancements, updates and upgrades, thereto and to convert the Customer to new versions thereof at any time in its sole discretion, without notice and without incurring any liability whatsoever; provided, however, Ricoh shall have no obligation to provide such corrections or upgrades.
  • Use of Services; Content; Services Misuse; Security.

    • Control of Access; Passwords.

      The Customer’s use of the UCS Services and UCS Devices may require the assignment of passwords, or the configuration of other security or access restrictions by one or more of the Customer’s employees designated as the system “Administrator”. The Customer is solely responsible for selection of the Customer’s Authorized Users, and the assignment and control of the Customer’s UCS Devices, the Customer’s passwords or other access controls, security levels or restrictions. The Customer shall be responsible for all access or use of the UCS Services and UCS Devices by the Customer, the Customer’s Authorized Users, and any person or entity using the UCS Services or UCS Devices under the Customer’s account or a password or authorization provided by or obtained from the Customer, whether or not such access or use has been authorized and whether or not such person or entity is an employee or agent of the Customer.

    • Content.

      The UCS Services include functionality that enables the Customer to transmit, exchange, share and use information, documents, records, data, files, images, video and similar materials (all such materials in any type of media collectively referred to herein as "Content"). The Customer represents and warrants that the Customer is the owner of or has all necessary rights in and to all Content transmitted, submitted or processed to or using the UCS Services, and that the transmission, submission, hosting, processing or use of the Content in connection with Ricoh’s provision of the UCS Services to the Customer will not violate any copyright, trademark, trade name, service mark, trade secret, patent, moral, database, privacy, publicity or other intellectual property and proprietary rights of third parties. The Customer hereby grants to Ricoh and its agents an irrevocable, non exclusive, transferrable, worldwide, royalty-free, fully-paid right and license to host, cache, store, copy, access, display, process, transmit and otherwise use the Content solely in connection the provision of the UCS Services to the Customer. Ricoh hereby disclaims any ownership rights in the Content.

    • Services Misuse.

      The Customer agrees and covenants that the Customer and the Customer’s Authorized Users will not use the UCS Services for any unlawful purpose. Without limiting the foregoing, the Customer agrees that the Customer’s Authorized Users will not use or permit the UCS Services to be used:
      • to disseminate any content or material that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable under applicable laws or community standards;
      • to disseminate any software viruses or any other computer code, files or programs that may harm, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      • to upload, transmit or post any “Content” (as defined in Section 6. b. hereof) that the Customer does not have the right to transmit or that would infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party;
      • to facilitate sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
      • to collect, intercept or harvest screen names, to collect, intercept or store Content, email addresses, or any personal data about other users of the UCS Services, or to solicit or attempt to discover a user's password, screen name or other registration information;
      • to use the UCS Services beyond the Permitted Usage restrictions set forth in the Customer’s Agreement or Order, or use the UCS Services in a manner that enables the Customer and the Customer’s Authorized Users or any third party to avoid any obligation to pay for the UCS Services, or to otherwise disrupt or place an undue burden or demand on the UCS Services or the servers or networks involved with the operation thereof;
      • to gain unauthorized access to the UCS Services or to access (or attempt to access) another user’s Content or other accounts, computer systems or networks connected thereto, through password mining or any other means;
      • use the UCS Services to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party or
      • to use the UCS Services in any way that is illegal or violates any local, state, national or foreign law, ordinance, rule or regulation (collectively, a “Services Misuse”).
      The Customer shall be solely responsible for any damage to any party resulting from any Services Misuse by the Customer or the Customer’s Authorized Users.

    • Service Availability.

      Ricoh uses reasonable endeavors to ensure that the UCS Services are available 24 hours a day 7 days a week, and, when possible, attempts to schedule routine preventative maintenance during off-peak hours. However, the Customer’s access to and use of the UCS Services may be unavailable for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the UCS Services for any reason, including as a result of power outages, system failures, problems inherent in the use of the Internet and electronic communications, failures of Ricoh’s or its service providers (including telecommunications, hosting, and power providers) or other interruptions. Further, Ricoh is entitled, without any liability to the Customer, to suspend or limit access to the UCS Services at any time:
      • for scheduled downtime to permit Ricoh to conduct maintenance or make modifications to the UCS Services or
      • in the event of a denial of service attack or other attack on the UCS Services or other event that Ricoh determines, in Ricoh’s sole discretion, may create a risk to the UCS Services, to Ricoh or to any of Ricoh’s other customers if the UCS Services were not suspended. Ricoh will take reasonable steps to minimize such disruption where it is within the reasonable control of Ricoh. The Customer agrees that Ricoh shall not be liable for any interruption, outage, unavailability or suspension of the UCS Services.

    • Security

      The UCS Services utilize the public Internet and third party networks, and the Customer acknowledges that no provider can absolutely prevent intrusions or interception of data, or guarantee security of information transmitted or accessed over the Internet, or maintained on remote servers. The Customer is solely responsible for the security of the Customer’s own networks and computers including but not limited to selection and maintenance of any anti-virus, security or fraud prevention technology and such configurations the Customer may deem necessary.
  • Ownership of Intellectual Property; Restrictions.

    • Ricoh’s Intellectual Property Rights.

      The Customer acknowledges and agrees that the UCS Services, Ancillary Software and UCS Devices use and contain confidential and proprietary information and technology of Ricoh and/or its licensors and embody trade secrets and intellectual property of Ricoh and/or its licensors protected under any local copyright and other laws, and by international treaty provisions. The Customer’s rights in the UCS Services, UCS Device and Ancillary Software are limited to those license rights expressly granted under these Terms and Conditions and the Agreement, and Ricoh and/or its licensors retain all rights not expressly granted herein. Without limiting the foregoing, and with respect to the UCS Services, Ancillary Software and UCS Device, Ricoh and/or its licensors retain all right, title, and interest in to:
      • all software and firmware code (source and object), functionality, technology, system or network architecture, databases, tools, reports, user interfaces, URLs and domain names and all modifications thereto;
      • all trademarks (including logos, slogans, trade names, service marks);
      • all trade secrets, ideas, inventions, patents, copyrights and other intellectual property rights with respect thereto;
      • all evaluations, comments, ideas and suggestions made by the Customer, even if those are incorporated into subsequent versions, and
      • any modifications or derivative works developed from or to any of the foregoing, specifically including any customizations, modifications or alterations to the UCS Services for the Customer’s use (collectively, “Ricoh’s Intellectual Property Rights”).

      The Customer agrees to treat, protect and maintain, Ricoh’s Intellectual Property Rights as strictly confidential and shall not disclose Ricoh’s Intellectual Property Rights to any third party. Further, no right, title or interest to any trademarks, service marks or trade names of Ricoh is granted by the Agreement. In no event shall the Customer alter or remove any copyright notice, trademark notice, and/or proprietary legend set forth on or contained within the UCS Services. Ricoh’s licensors are intended third party beneficiaries of the provisions of this Agreement relating to the licensor intellectual property that has been incorporated into the UCS Services.

    • Restrictions on Use.

      The Customer agrees not to modify, alter or create derivative works based upon all or part of Ricoh’s Intellectual Property Rights, and, to the maximum extent permitted by law, agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Ricoh’s Intellectual Property Rights. The Customer agrees not to use Ricoh’s Intellectual Property Rights for any purpose other than as provided herein, or to exceed the capacity of any seat, server or similar volume or usage restrictions. The Customer agrees not to make any copies of any software comprising any portion of Ricoh’s Intellectual Property Rights, except that where any software is furnished to the Customer via a disk or similar media or made available for download, the Customer may retain a single copy only for disaster recovery or archival purposes. The UCS Services are intended for the Customer’s use to facilitate sharing of information within the Customer’s business or with the Customer’s customers, and may not be resold. The Customer shall not resell, rent, lease, distribute, host as a service, make available for timesharing, provide on a service bureau basis or otherwise make available for the benefit of third parties (whether for a fee or otherwise) the UCS Services or any of Ricoh’s Intellectual Property Rights, in whole or in part. The Customer shall notify the Customer’s employees and agents who may have access to the UCS Services of the restrictions contained in these Terms and Conditions and the Agreement and shall ensure their compliance with these restrictions.
  • Default; Termination.

    • Event of Default; Inactive Accounts. Ricoh, shall have the right to terminate the Agreement if any of the following occur:
      • the Customer fails to make timely payment of any Fees and such default continues for a period of ten (10) days after receipt by the Customer of written notice from Ricoh,
      • the Customer fails to make timely payment of any Fees and such default continues for a period of ten (10) days after receipt by the Customer of written notice from Ricoh,
      • the Customer fails to make timely payment of any Fees and such default continues for a period of ten (10) days after receipt by the Customer of written notice from Ricoh,

    • Suspension of Access.

      In addition to any other rights it may have hereunder, following written notice and opportunity to cure, Ricoh may suspend the Customer’s access to the UCS Services for any event that would otherwise permit Ricoh to terminate the Agreement or for any Services Misuse. In addition to the foregoing, in the event of emergent circumstances in Ricoh’s reasonable discretion, Ricoh may suspend, deny or block access to or use of the portal including access to the Software and Content, without notice to the Customer for any of the following reasons:
      • to comply with any law, regulation, court order, or other governmental request or order requiring immediate action,
      • to prevent interference with, damage to, or degradation of the UCS Services,
      • to eliminate a condition that is potentially damaging or harmful to other users or Ricoh, or
      • if the UCS Services are used in a manner that may expose Ricoh to legal liability.

      If Ricoh, in its sole discretion, believes that the Customer’s actions or omissions may be considered criminal in nature, Ricoh may forward the Customer’s account information, including without limitation any personally identifiable information, to the appropriate authorities for investigation and prosecution.

    • Termination for Convenience.

      Ricoh may discontinue providing the Services and/or terminate this Agreement for convenience at any time upon providing the Customer with at least thirty (30) calendar days prior written notice and refunding any prepaid and unused portion of the Fees for the remaining balance of the Subscription Term.

    • Effect of Termination.

      a. If Ricoh terminates the Agreement for any reason other than for convenience
      • all licenses and rights to use the UCS Services shall terminate, the Customer shall immediately remove any Ancillary Software from all devices or computers on which it may have been installed and forthwith pay the following amounts:
        • all unpaid Fees due and owing up to the date of termination including interest at the Default Interest Rate on any overdue Fees; plus
        • all future Fees that would otherwise become due over the remainder of the Term; plus
        • any and all costs and expenses that Ricoh notifies the Customer it has incurred in relation to early termination of the Agreement, including debt recovery costs, legal costs, repossession costs, repairing, storing and selling costs; and
        • all GST or other taxes relating to payments to be made under this clause 8.
      • the Customer will not be entitled to a refund of any Fees the Customer may have paid under the Agreement or any Order.
      • neither party shall be liable to the other for any indirect or consequential damages or costs (including lost profits, losses on unfulfilled contracts, or losses of any commitment or investment made in reliance upon the Agreement, these Terms and Conditions, or the representations of the parties) arising or resulting from the termination of the Agreement.
      • the provisions of the Agreement and the Terms and Conditions that are required to give effect to its intent and purposes shall survive termination or expiration of the Agreement.

    • Injunctive Relief; No Waivers.

      The Customer acknowledges that a breach of the restriction on use of the UCS Services, the unauthorized disclosure or use of the UCS Services, Ancillary Software or of Ricoh’s Intellectual Property rights, or breach of confidentiality would cause irreparable injury to Ricoh for which remedies at law would be inadequate. Accordingly, Ricoh may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in connection with any breach or alleged breach of the provisions of the Agreement or these Terms and Conditions, without the provision of a bond or other undertaking. The exercise of one right or remedy by Ricoh shall not be deemed an election of remedies, or a waiver or estoppel of Ricoh’s right to exercise any other remedy hereunder or at law or in equity.
  • Disclaimer of Warranties & Limitation of Damages. The Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of the Customer’s privacy and property.

    • No Warranties for Services.

      The UCS Services, Ancillary Software and all related services are provided "as is" with no warranties whatsoever. all express, implied and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title, and non-infringement, are expressly disclaimed. To the fullest extent permitted by law, Ricoh disclaims any warranties for the security, reliability, uptime, availability, timeliness and performance of the UCS Services. Ricoh does not warrant that the functions performed by the UCS Services will be secure, private, uninterrupted or error-free, that the UCS servers that support it will be free from viruses or other harmful components, or that the UCS Services will function or operate in conjunction with any other product or shall meet the Customer’s needs. Ricoh does not warrant the accuracy or completeness of any functionality or applications provided by the UCS Services. The Customer understands and agrees that the submission of any data, content, information, material or image to Ricoh or through the UCS Services is done at the Customer’s own discretion and risk and that the Customer will be solely responsible for any loss, interception or damage to the Customer’s data, content, images or other materials or any damage to the Customer’s computer system or loss of data that may result in submission of such materials or use of the UCS Services.

    • Limitation of Liability and Damages.

      To the fullest extent allowed by law, the “Ricoh Indemnified Parties” (as defined in clause 10) shall not be liable for any indirect, incidental, consequential, special, exemplary and punitive damages (including, without limitation, loss of revenue, anticipated profits or lost business, cost of capital, cost of substitute goods, facilities, services or replacement services, or downtime costs, or loss or destruction of content or data) arising out of:
      • the use of or inability to use the UCS Services OR UCS Device;
      • any transaction or transmission conducted through or facilitated by the UCS Services or UCS Device;
      • any claim attributable to defects, errors, omissions, or other inaccuracies in the UCS Services or UCS Device;
      • unauthorized access to or alteration of the Customer’s transmissions or content; or
      • any other matter relating to the UCS Services or UCS Device, even if Ricoh has been advised of the possibility of such damages.

      The foregoing disclaimers, waivers and limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. In addition, unless otherwise required by applicable law without the possibility of contractual waiver or limitation, the Ricoh Indemnified Parties’ total aggregate liability under the Agreement, these Terms and Conditions, in relation to the UCS Services and UCS Device, and anything which Ricoh has done or not done in connection with the Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an amount equal to the total amounts paid and payable by the Customer for the use of the UCS Services.

  • IndemnificationThe Customer understands and agrees that the Customer is solely responsible for all activities conducted by the Customer and the Customer’s Authorized Users, or under the Customer’s account and passwords, or otherwise in connection with the Customer’s use of the UCS Services and UCS Devices. The Customer agrees to defend, indemnify and hold harmless Ricoh and its subsidiaries, affiliates, subcontractors, and licensors, and each of its and their respective officers, directors, agents and employees (collectively, the "Ricoh Indemnified Parties") from and against all losses, expenses, and damages, and all third party suits, claims, judgments and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of:

    • any Content submitted, transmitted, stored, used or processed through the UCS Services, including any claims that such Content infringes the intellectual property rights of third parties;
    • any Services Misuse;
    • the Customer’s violation of the licence or Permitted Usage provisions of the Agreement;
    • any misappropriation of any Ricoh Intellectual Property Rights or breach of Ricoh’s confidential information; or
    • violations of the export provisions hereof.

    • Limitation of Liability and Damages.

      To the fullest extent allowed by law, the “Ricoh Indemnified Parties” (as defined in clause 10) shall not be liable for any indirect, incidental, consequential, special, exemplary and punitive damages (including, without limitation, loss of revenue, anticipated profits or lost business, cost of capital, cost of substitute goods, facilities, services or replacement services, or downtime costs, or loss or destruction of content or data) arising out of:
      • the use of or inability to use the UCS Services OR UCS Device;
      • any transaction or transmission conducted through or facilitated by the UCS Services or UCS Device;
      • any claim attributable to defects, errors, omissions, or other inaccuracies in the UCS Services or UCS Device;
      • unauthorized access to or alteration of the Customer’s transmissions or content; or
      • any other matter relating to the UCS Services or UCS Device, even if Ricoh has been advised of the possibility of such damages.

      The foregoing disclaimers, waivers and limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. In addition, unless otherwise required by applicable law without the possibility of contractual waiver or limitation, the Ricoh Indemnified Parties’ total aggregate liability under the Agreement, these Terms and Conditions, in relation to the UCS Services and UCS Device, and anything which Ricoh has done or not done in connection with the Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an amount equal to the total amounts paid and payable by the Customer for the use of the UCS Services.

  • Assignment. The Customermay not assign or transfer the Agreement or the Customer’s rights or obligations thereunder without the express prior written consent of Ricoh, which consent may be withheld in Ricoh’s sole discretion. Any purported or attempted assignment without such consent shall be void and of no force or effect. Ricoh shall have the right to assign this Agreement to any parent, affiliate or subsidiary, to any entity into or with which it is merged or to any entity which purchases the majority of its assets. Ricoh may, in its sole and absolute discretion, subcontract or delegate performance of portions of the UCS Services, and may change those assignments from time to time without notice to the Customer.

  • Notices. Any notice to be given pursuant to the Agreement shall be in writing. The Customer agrees that the parties shall provide notices to each other via regular mail, or nationally recognized overnight courier service. The Customer also agrees to the use of electronic mail delivery to the Customer’s e-mail address on record in Ricoh’s account information for any notices sent to the Customer by Ricoh. Non electronic notices to the Customer may be sent to any address indicated in the Customer’s account registration or in any Order. Any notice to Ricoh must include a written copy to 200 Victoria Street West, Auckland. All notices shall be deemed received on the earlier of actual receipt via overnight courier, twelve hours following electronic transmission, or three business days following the date of mailing.

  • Miscellaneous.

    • Contact Information.

      Unless otherwise prohibited by applicable law without the possibility of contractual waiver or limitation, the Customer agrees to allow Ricoh and any of its parent, affiliate or subsidiaries to store and use any contact information the Customer provides to Ricoh in connection with an Order, or the activation or registration of the Customer’s account, including names, phone numbers, and e-mail addresses (“Contact Information”) for the purpose of:
      • providing any services to the Customer under the Agreement (including Support),
      • for contacting the Customer in relation to the Customer’s use of the UCS Services and
      • for contacting the Customer regarding other products and services of Ricoh, unless the Customer subsequently notifies Ricoh in writing that the Customer no longer consents to such use.

      Without limiting foregoing, the Customer acknowledges that the Customer’s Contact Information will be stored on Ricoh’s servers, which may, or may not be located in the country where the Customer is located, and the Customer consents to the processing and storage of the Customer’s Contact Information in such location. Under protection of confidentiality agreements, Ricoh may transfer the Customer’s Contact Information to third party processors to help Ricoh provide services and manage its relationship with the Customer, including purchase and order fulfillment, credit card processing, providing marketing assistance and providing other customer services. Third-party processors and providers will be given access only to that information needed to perform their support functions, and are prohibited from using it for other purposes. Ricoh will not transfer the Customer’s Contact Information to third parties for marketing purposes unless the Customer has specifically consented to this. The Customer agrees that if Ricoh undergoes re-organization or is sold to a third party, Ricoh may transfer the Contact Information to that re-organized entity or third party.

    • Export Controls.

      The Customer shall comply with all applicable export laws and restrictions and regulations of New Zealand, and shall not use the UCS Services to export, or allow the export or re-export of Content in violation of any such restrictions, laws or regulations. The Customer represents and warrants that the Customer and the Customer’s Authorized Users are not located in, and are not nationals or residents of any country prohibited or restricted by any applicable law. The Customer also agrees that it will not use the UCS Services for any purposes prohibited by any applicable law, including without limitation, for the development, design, manufacture or production of nuclear, chemical, or biological weapons of mass destruction.

    • Independent Contractors.

      The parties are and shall be independent contractors, and nothing in the Agreement or these Terms and Conditions shall be deemed to cause the Agreement or these Terms and Conditions to create an agency, partnership, employment relationship or joint venture between the Parties.

    • Governing Law.

      The Agreement and these Terms and Conditions shall be construed by and interpreted in accordance with the laws of New Zealand. The parties agree to use commercially reasonable efforts to resolve any dispute that arises out of the interpretation or performance of the Agreement or these Terms and Conditions by escalating the discussion to management levels within their respective organizations. Nothing contained in the foregoing to the contrary, each party reserves the right to exercise its remedies as provided herein and at law and in equity.

    • Force Majeure.

      Neither party shall be liable for failure to fulfill its obligations under the Agreement or these Terms and Conditions, or for delays in delivery due to causes beyond its reasonable control, including but not limited to act of God, acts or omissions of the other party, man-made or natural disasters, material shortages, war, riot, terrorist acts, strikes, delays in transportation, viruses, utility failures, interruption of telecommunications or the Internet service, or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.

    • Construction. If any provision of the Agreement or these Terms and Conditions

      Construction. If any provision of the Agreement or these Terms and Conditions

    • No Waivers.

      No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the party claimed to have waived or consented. Should either party consent, waive, or excuse a breach by the other party, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach. No remedy conferred by any of the specific provisions of the Agreement is intended to be exclusive of any other remedy. Each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies.

    • Integration. The Agreement, these Terms and Conditions, the Ricoh Standard

      Terms of Trade, the information submitted in connection with the Customer’s account registration and any purchase order or Order executed in connection herewith constitute the entire understanding and agreement between the parties with respect to the subject matter of the Agreement and supersede all prior communications, understanding and agreements. No amendments shall become effective without written agreement signed by the parties hereto.

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