EU DATA ACT ADDENDUM
This EU Data Act Addendum (“Addendum”) amends the agreement (“Agreement”) between Egnyte, Inc. (“Egnyte”) and the customer (“Customer”) to which this Addendum is linked pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 (“EU Data Act”). This Addendum’s terms apply only to Agreements formed or orders placed on or after September 12, 2025. In the event of any conflict between the terms of this Addendum and the Agreement, this Addendum shall govern with respect to the subject matter described herein. Capitalized terms used but not otherwise defined in this Addendum shall have the meanings given in the Agreement.
This Addendum applies solely to Customers’ use of the Services in connection with operations in the European Union or European Economic Area (EU/EEA) that are subject to the EU Data Act. Further, this Addendum does not apply to non-production environments, beta features, sandboxes, or free trials, nor to any Services that are not within the scope of the EU Data Act.
Definitions
“Destination Provider” means a third-party provider offering a Data Processing Service of the same service type as the Egnyte Services.
“Data Processing Service”, “Digital Assets”, “Exportable Data”, and “Switching” shall have the meanings given to them under the Data Act, and the term “Switch” shall be construed accordingly.
Switching or Deletion Rights
Customer may exercise its right to Switch under the EU Data Act by providing Egnyte, via email to legal@egnyte.com, with prior written notice of two (2) months. The two (2) month period following Egnyte's receipt of such notice shall constitute the "Notice Period." The notice must state Customer's intention to: (i) Switch to another Data Processing Service offered by a Destination Provider, including all necessary details regarding such Destination Provider; (ii) Switch to the Customer's on-premises ICT infrastructure; or (iii) erase its Exportable Data at the end of the Notice Period.
Transition and Obligations
Following expiration of the Notice Period, Egnyte will provide a transition period of up to thirty (30) calendar days (the “Transition Period”). During the Transition Period, Egnyte will: (i) provide reasonable assistance in the ordinary course of business to Customer and any third parties authorized by Customer in connection with the Switch; (ii) maintain business continuity and continue providing the contracted Services; (iii) disclose any known risks to continuity; and (iv) maintain its standard security measures, including during data transfer. Notwithstanding the foregoing, Egnyte will not perform functions that are made available to Customer on a self-service basis in the Services, which shall be the default transition method where possible. Some third-party tools require the use of API Calls, which (regardless of whether they are being used for file egress) may require the purchase of additional resources prior to use. Such purchase shall be limited to the actual costs of delivery.
If completion of the Switch within the Transition Period is technically infeasible, Egnyte will notify Customer within fourteen (14) business days of receipt of the Switching notice, explain the reasons for the infeasibility, and either party may propose an alternative Transition Period; provided that Customer may exercise its right to propose such alternative Transition Period only once by notifying Egnyte before expiration of the original Transition Period, and any such alternative Transition Period must be agreed upon by the parties in good faith and may not exceed seven (7) months following expiration of the Notice Period.
Following expiration of the Transition Period, you will have thirty (30) calendar days to retrieve any remaining Exportable Data (the “Retrieval Period”). At the end of the Retrieval Period, or at a later date in accordance with Egnyte's standard data deletion practices under the Agreement, Egnyte will permanently delete all Exportable Data and Digital Assets generated by or relating to you, except to the extent retention is required by applicable law or otherwise agreed in writing by the parties.
Customer shall be responsible for ensuring that it holds all rights to transfer data, configuring its destination environment, and importing and implementing Exportable Data into its own systems or those of the Destination Provider. Customer shall perform such porting using the tools and functionalities made available to Customer.
Customer shall promptly notify Egnyte in writing upon successful completion of the Switching. The Agreement shall be considered terminated upon the earlier of: (a) the successful completion of the Switching process; or (b) the end of the Notice Period, where Customer has elected to erase its Exportable Data and Digital Assets rather than Switch to a Destination Provider.
Portable Data
The categories of data can be exported during the Transition Period include your files in Egnyte, any exportable metadata associated with those files, and any system logs identified as exportable in your Admin console (if applicable).
The following categories of data specific to the internal functioning of the Egnyte Services are excluded: (a) data or assets constituting trade secrets of Egnyte and specific to the internal functioning of the Egnyte Services; and (b) data related to the integrity and/or security of the Egnyte Services that would, if ported, expose Egnyte to cybersecurity vulnerabilities. For clarity, this exclusion does not extend to Customer Content.
Export Methods and Formats
Egnyte provides the following export methods, which will allow Customer to export data in a commonly used and machine-readable format: (i) Egnyte Migration App; (ii) Egnyte Public API (HTTPS/REST) for programmatic export of files, metadata, permissions, and audit data; and (iii) third-party migration tools that integrate with the Egnyte API. All export tools remain available throughout the Transitional and Retrieval Periods. Note that bulk API exports may consume API credits; additional credits may need to be purchased if your plan’s allowance is insufficient. Additional information can be found in Egnyte’s Documentation.
Switching Charges and Payment Obligations
Where permitted by applicable law, Customer acknowledges and agrees that Egnyte may charge switching fees representing the costs it incurs to enable Switching, including applicable data egress fees. Exercising the right to Switch does not release Customer from any payment obligations previously agreed to by Customer, including any pre-termination subscription fees. Egnyte will not charge any other fees or penalties for Switching.
Separately, Egnyte shall not refund any pre-paid subscription fees, and Customer shall promptly pay any remaining subscription fees for the remainder of the Subscription Term, which the parties acknowledge and agree shall not be deemed a penalty or additional fee for Switching. The parties agree that this fee for the early termination of a fixed-term purchase under the Agreement is proper and proportionate, in part because Egnyte relied on that temporal commitment in offering term pricing (and other terms).
Any requests for additional assistance, including professional services, above and beyond that which is required under the EU Data Act, shall be in Egnyte’s sole discretion and subject to the imposition of additional fees for such assistance.
Exclusion of Liability and Additional Indemnification
In no event shall Egnyte or its Affiliates have any liability to Customer or their Affiliates, under or in relation to this Addendum, for any damages, losses, costs, or expenses arising out of or in connection with the Switching and/or the deletion request. This exclusion of liability includes, but is not limited to, any issues related to Customer Content integrity or loss, system downtime, compatibility issues, or any other disruptions or failures that may occur during or as a result of the Switching and/or the deletion request.
Customer will defend, indemnify, and hold harmless Egnyte, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim, demand, suit, or proceeding alleging that Egnyte’s processing of a Switching or deletion request made by Customer under this Addendum was improper, done without consent, or infringes or violates such third party’s rights, including intellectual property, privacy, confidentiality, or contractual rights. The foregoing obligations do not apply to the extent a claim arises from Egnyte’s breach of this Addendum or the Agreement.