(last revision – September 2023)
This Reseller End Customer Agreement (this “Agreement”) shall apply to the entity (“Customer”) using, through its relationship with a Reseller, the services of Egnyte, Inc. (“Egnyte”), a Delaware corporation, with its principal place of business at 1350 W. Middlefield Road, Mountain View, CA 94043. By using the Services through its Reseller, Customer acknowledges and agrees to be bound by the terms listed herein.
"Account" means an account created by or on behalf of Customer within the Services.
"Administrator(s)" means the Power User(s) that Customer appoints to have administrative rights to the Services, including rights to purchase and configure the Services. Egnyte does not maintain administrative rights over Accounts. Customer must always maintain at least one active Administrator.
"Content" means files, materials, data, text, audio, video, images or other content.
"Documentation" means the written materials describing the functionality, operation, and use of the Services that Egnyte provides or makes generally available to customers of the Services, including material located at https://helpdesk.egnyte.com/hc/en-us.
"Egnyte Platform" means Egnyte’s hosted content services platform that enables the processing, governance, and management of Content. Each Egnyte Platform subscription includes per-unit features and functionality per the relevant Egnyte Platform plan.
"Reseller" means a channel partner that has entered a contractual relationship with Egnyte to sell the Services.
"Services" means the services ordered under Reseller Order Form(s) and resold to Customer, as may be further described in Egnyte’s Product-Specific Special Terms at the following link: https://www.egnyte.com/product-specific-special-terms ("PSST"). Egnyte may update the PSST from time to time, provided that any such updates will only apply to Customer from the earlier of i. the date of signing of a new agreement with Egnyte, ii. the date of renewal of the Subscription Term, or, iii. solely for the purposes of overage billing, the date the overage occurs.
"User" means: i. an individual authorized by Customer to be a Power User or a Standard User under the Services, each as defined below:
and/or ii. an individual existing in a content repository whose Content may be scanned under Governance in accordance with the terms of the Agreement.
For clarity, a. affiliated entities do not have an automatic right to utilize the Services, but if Egnyte agrees in writing to allow such usage, those Users of the affiliated entities can only be classified as Power Users, and b. parent and subsidiary companies, along with Customer-acquired entities - irrespective of the manner of acquisition - are considered affiliated entities.
Section headings are for general reference only and are not probative in interpreting the meaning of any provisions hereunder.
If the Reseller and Egnyte agree to provide Customer with a trial or other evaluation period for the Services, Customer may access the Services, subject to this Agreement, during that trial period, which shall not exceed 30 days ("Trial Period"). Notwithstanding Section 8.b (Warranties and Disclaimers) and 10.a (Indemnification by Egnyte), the Services are provided “as-is”, without any warranty, during the Trial Period.
Fees are based on the scope of use selected by Customer as made available by Egnyte to Reseller. If Customer wishes to change the scope of use, Customer is required to notify the Reseller for additional information and payment of applicable charges. If Customer upgrades or expands consumption of the Services within a Subscription Term (for example, to obtain additional storage, User access, features, or functionality) or if Customer’s use exceeds the Services ordered by Customer from a Reseller (each of the foregoing is referred to as a "Services Upgrade"), Customer agrees to pay its Reseller for the Services Upgrade at the applicable Reseller pricing (and, if not specified, then according to Egnyte’s then current pricing) for the remaining period of the applicable Subscription Term. For clarity, Customer may not decrease its Services commitment at any point during the Subscription Term. A Reseller is not authorized to make any promises or commitments on Egnyte’s behalf, and Egnyte is not bound by any obligations to Customer other than those specified in this Agreement. Customer acknowledges that Egnyte may terminate Customer’s rights to use the Services and discontinue or suspend Services if Egnyte does not receive its corresponding payment from the Reseller.
Except as otherwise modified or defined herein, all capitalized terms in this SLA have the same meanings as set forth in the Agreement.
"Attributable Monthly Subscription Fee" means one-twelfth of the base annual fee for the Services paid by Reseller to Egnyte on behalf of the Customer.
"Emergency Maintenance" means downtime of the Service outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities. If Emergency Maintenance is required, Egnyte will immediately contact Customer via Statuspage notifications and provide the expected start time of the Emergency Maintenance, its planned duration, and whether Egnyte expects the Services to be unavailable during the Emergency Maintenance. Customers are required to sign-up for Statuspage notifications.
"Scheduled Maintenance Window" means the window during which scheduled maintenance of the Services may be performed, which may cause the Services to be unavailable. The Scheduled Maintenance Window occurs every Saturday at 4:00AM – 7:00AM (UTC). Additional, non-impactful updates to the Services may be released periodically during the work week.
"Service Credit" means the percentage of the Attributable Monthly Subscription Fees that is awarded to Customer for a validated claim related to breach of the SLA during that month.
"Service Availability" means the percentage of total time in a given month during which the Services are at least available to Customer through a web browser, excluding the Scheduled Maintenance Window and Emergency Maintenance.
|% of Service Availability per Calendar Month||Service Credit|
|99.9% to 99.5%||10%|
|99.4% to 99.0%||25%|