(Last revision – November 16, 2015)
These Terms of Service (“Terms”) are between you (“you”
or “Customer”) and Egnyte Inc. ("Egnyte,“ "we,” "us,” or "our”). Please
read them carefully because they form a contract between you and
Egnyte. These Terms govern your initial purchase as well as any future
purchases made by you that reference these Terms. These Terms apply
whether your purchases are made directly from Egnyte or through Egnyte’s
authorized resellers (each, a “Reseller”).
By clicking on the “I agree” (or similar) button
that is presented to you at the time of your Order, or by using,
registering for, or accessing the Cloud Services described herein, you
indicate that you have the power to form a contract with Egnyte and are
agreeing to be bound by these Terms. If you are using the Cloud
Services on behalf of an organization, unless that organization has a
separate paid contract in effect with us, you are agreeing to these
Terms for that organization, and representing to Egnyte that you have
the authority to bind that organization to these Terms (in which event,
“you” and “you” will refer to the organization). If you are using the
Cloud Services on behalf of an organization that has a separate paid
contract in effect with us, the terms of that contract will govern your
use. Note that our Services are not intended for and may not be used by
people under the age of 13. By using our Services, you are representing
to us that you're over 13.
These Terms may be modified from time to time. The date
of the most recent revisions will appear on this page, so please check
back often. Your use of or continued access to the Cloud Services after
any changes constitutes your acceptance of those changes, whether or not
you have reviewed them. If you do not agree to changes to the Terms,
you must stop using the Cloud Services and cancel your user account.
1. Additional Definitions.
These definitions are in addition to those defined elsewhere in these Terms.
“Account” means a Content storage account created by you or on your behalf within the Cloud Services.
“Administrator” means a Power User you
identify as having administrative rights including, without limitation,
the permission to add licenses, cancel licenses and define the scope of
the Cloud Services.
“Affiliate” means, with respect to a
party, any entity which directly or indirectly controls, is controlled
by, or is under common control with such party (where “control” means
ownership or control, directly or indirectly, of more than 50% of the
voting interests of the subject entity).
“Content” means files, materials, data, text, audio, video, images or other content.
“Documentation” means written or online
user documentation that describe the functionality, operation, and use
of the Cloud Services, and that Egnyte provides or makes generally
available to customers of the Cloud Services.
“Cloud Services” refers, collectively,
to (i) the cloud storage solution provided by Egnyte for the online
storage, sharing and processing of Content, (ii) the Software, and (iii)
“Services” refers, collectively, to the Cloud Services, support for the Cloud Services, and Ancillary Services.
“Software” means the software used,
provided or made available by Egnyte for use in connection with the
Services. Software includes the Egnyte Client Software which is that
portion of the Software that is installed on Customer’s local server,
desktop, mobile or other device (for example, mobile apps, desktop apps,
and group apps) and enables a Power User to engage Content with the
Cloud Services. Software also includes bug fixes, patches, major or
minor releases, or any other changes, enhancements, or modifications to
the Egnyte Client Software that Egnyte makes commercially available
“User” means an individual you authorize to be a Power User or a Business Partner User.
- “Power User” means an individual
who is an employee, consultant, or contractor of you or your Affiliate.
An individual who is a third party but requires Power User functionality
may also use a Power User license.
- “Business Partner User” or “Standard User”
means an individual other than a Power User. For clarity, an employee,
consultant or contractor of you or your Affiliate may not use a Business
Partner User license.
2. Availability of the Cloud Services.
a. Access to the Cloud Services.
The Cloud Services are on-line, subscription-based
products made available by Egnyte for your use on a non-exclusive basis
in accordance with these Terms and all applicable laws. Your use
includes allowing Users to transmit, store, share, retrieve, and process
Content through the Cloud Services solely through an Account registered
to you and in accordance with the orders you place with Egnyte. All use
of the Cloud Services by you and your Users must be within the Scope of
Use (defined below), for the quantity and User type for which you have
paid, and solely for the benefit of you or your Affiliates.
b. Software Provided for Use with the Cloud Services.
Subject to your continued compliance with these Terms, we
grant you the nonexclusive, nontransferable, worldwide, personal
license to install and use the Egnyte Client Software for the sole
purpose of accessing the Cloud Services by Users. You acknowledge that,
from time to time, we may issue updates to the Software (for example, to
address security vulnerabilities, upgrade the protocol, improve
usability or performance, and upgrade features). In that event, the
version of the Software which is running on your computer will be
automatically upgraded and you consent to such automatic upgrading. All
updates to the Software will be subject to the terms and conditions of
c. Support for the Cloud Services.
Egnyte will provide support for the Cloud Services as
detailed in the description applicable to the level of support selected
in the Order from those we make available. Support is subject to these
Terms, and will be provided during the support period indicated in the
Order. Support for the Egnyte Client Software includes access to New
Releases, if and when available. You may use any New Releases that we
provide to you during a valid support term in the same way that you use
the Egnyte Client Software, and New Releases are included in the
definition of Software in that case.
d. Updates to the Cloud Services.
We reserve the right, in our sole discretion, to change,
update, or enhance the Cloud Services as well as support for the Cloud
Services at any time including to add functionality or features to, or
remove them from, the Cloud Services. We may also suspend the Cloud
Services or stop providing the Cloud Services all together. In that
case, support for the Cloud Services may also be suspended or
e. Ancillary Services.
Any related services purchased by you will be specified
in the Order (“Ancillary Services”). Egnyte retains all right, title and
interest in and to any materials, deliverables, modifications,
derivative works or developments related to any Ancillary Services we
provide (“Materials”). Materials provided to you may be used only in
connection with the Cloud Services and are subject to the same use
restrictions for them.
3. Your Responsibilities relating to Use of the Cloud Services.
a. Passwords and Account.
To obtain access to the Cloud Services, you will be
required to obtain an Account with Egnyte by completing a registration
form and designating a user ID and password. Until you apply for and are
approved for an Account, your access to the Cloud Services will be
limited to those areas of the Cloud Services, if any, that Egnyte makes
available to the general public. You agree and represent that all
registration information you provide is accurate, complete, and current,
and that you will update it promptly when that information changes.
Egnyte may withdraw Account approval at any time in its sole discretion,
with or without cause. You are responsible for safeguarding the
confidentiality of your user ID and passwords, and for all activities
that take place in connection with your Account. Egnyte has no liability
for any loss or damage arising from any unauthorized use of your
b. Notices from Egnyte.
You acknowledge that once you have registered with us, we
may send you communications or data regarding the Cloud Services using
electronic means. These may include, but are not limited to (i) notices
about your use of the Cloud Services, including any notices concerning
violations of use, (ii) updates to the Services, (iii) promotional
information and materials regarding Egnyte's products and services, and
(iv) information the law requires us to provide. We give you the
opportunity to opt-out of receiving certain of these communications from
us by following the opt-out instructions provided in the message.
However, even if you opt-out, you understand that we may continue to
provide you with required information by e-mail at the address you
specified when you signed up for the Cloud Services or via access to a
website that we identify. Notices we e-mail to you will be deemed given
and received when the e-mail is sent. If you don’t agree to receive
required notices via e-mail, you must stop using the Cloud Services. If
you provide Egnyte with legal notices, you must transmit it to us via
email to legal@Egnyte.com, with a duplicate copy sent via registered
mail, return receipt requested, to the following address: Egnyte Inc.,
Attn: Legal Department, 1350 W. Middlefield Road, Mountain View,
California 94043. Any such notice, in either case, must specifically
reference that it is a notice given under these Terms.
c. Notices from You regarding Unauthorized Use.
You agree to notify us promptly in writing when you
become aware of any unauthorized use of an Account, the Content or the
Cloud Services, including if you suspect there has been any loss, theft
or other security breach of your password or user ID. If there is an
unauthorized use by a third party which obtained access to the Services
through you or your Users, whether directly or indirectly, you agree to
take all steps necessary to terminate the unauthorized use. You also
agree to provide Egnyte with any cooperation and assistance related to
that unauthorized use which we reasonably request.
Egnyte does not monitor any Content transmitted or processed through, or stored in, the Cloud Services. You agree that you:
- are responsible for the accuracy and quality of all
Content that is transmitted or processed through, or stored in, your
- will ensure that the Content (including its storage
and transmission) complies with these Terms, and applicable laws and
- will promptly handle and resolve any notices and
claims from a third party claiming that any Content violates that
party’s rights, including regarding take-down notices pursuant to the
Digital Millennium Copyright Act; and
- will maintain appropriate security, protection and
backup copies of the Content, which may include (A) the use of
encryption technology to protect the Content from unauthorized access
and (B) routine archiving of the Content. Egnyte will have no liability
of any kind as a result of any deletion, loss, correction, or
destruction of Content or damage to or failure to store or encrypt any
e. Use Restrictions.
You are responsible for Users’ compliance with these
Terms and for the quality, accuracy and legality of the Content. You
will not, and will ensure that your Users do not:
- use the Cloud Services in any manner or for any
purpose other than as expressly permitted by these Terms including,
without limitation, allowing Power Users to use the logins of Business
- sell, rent, resell, lease, or sublicense the Cloud Services to any third party;
- modify, tamper with or otherwise create derivative works of the Cloud Services;
- reverse engineer, disassemble, decompile or attempt to derive source code from the Cloud Services;
- remove, obscure or alter any proprietary right notice related to the Cloud Services;
- use the Cloud Services to send unsolicited or
unauthorized junk mail, spam, chain letters, pyramid schemes or any
other form of duplicative or unsolicited messages;
- store or transmit Content: (A) containing unlawful,
defamatory, threatening, pornographic, abusive, or libelous material,
(B) containing any material that encourages conduct that could
constitute a criminal offense, or (C) that violates the intellectual
property rights or rights to the publicity or privacy of others;
- use the Cloud Services to store or transmit viruses,
worms, time bombs, Trojan horses or other harmful or malicious code,
files, scripts, agents or programs;
- interfere with or disrupt servers or networks
connected to the Cloud Services or the access by other Egnyte client to
the servers or networks, or violate the regulations, policies or
procedures of those networks;
- access or attempt to access Egnyte’s other accounts,
computer systems or networks not covered by these Terms, through
password mining or any other means; or
- access or use the Cloud Services in a way intended to avoid incurring fees, exceeding usage limits and the like.
f. Third Party Services and Content.
All transactions using the Cloud Services are between the
transacting parties only. The Cloud Services may contain features and
functionalities linking or providing you with certain functionality and
access to third party content, including Web sites, directories,
servers, networks, systems, information and databases, applications,
software, programs, products or services, and the Internet as a whole.
You acknowledge that Egnyte is not responsible for such content or
services. We may also provide some content to you as part of the Cloud
Services. However, Egnyte is neither an agent of any transacting party
nor a direct party in any such transaction. Any of those activities, and
any terms associated with those activities, are solely between you and
the applicable third-party. Similarly, we are not responsible for any
third party content you access with the Cloud Services, and you
irrevocably waive any claim against Egnyte with respect to such sites
and third-party content. Egnyte has no liability, obligation or
responsibility for any such correspondence, purchase or promotion
between Customer and any such third-party. You are solely responsible
for making whatever investigation you feel is necessary or appropriate
before proceeding with any transaction with any of these third parties
and your dealings with any third party related to the Cloud Services,
whether online or offline, including the delivery of and payment for
goods and services. In the event you have any problems resulting from
your use of a third party service, or suffer data loss or other losses
as a result of problems with any of your other service providers or any
third-party services, we are not responsible unless the problem was the
direct result of our breaches.
Egnyte’s ordering documentation or purchase flow
(“Order”) will specify your authorized scope of use of the Services,
which may include: (a) number and type of Users, (b) storage or capacity
of the Cloud Services, or (c) other restrictions or billable units (as
applicable, the “Scope of Use”). The term “Order” also includes any
renewal of support for the Cloud Services and Ancillary Services as well
as additional purchases you may make (for example, to increase or
upgrade your Scope of Use of the Cloud Services). If you purchase
through a Reseller, your Scope of Use will be as stated in the Order
placed by or through the Reseller for you, and the Reseller is
responsible for the accuracy of any such Order. A Reseller is not
authorized to make any promises or commitments on Egnyte’s behalf, and
Egnyte is not bound by any obligations to you other than those specified
in these Terms.
5. Fees and Payment.
a. Purchases through Resellers.
If you purchase Services through a Reseller, you owe
payment to the Reseller as agreed between you and the Reseller, and the
payment terms described in this Section will not apply to you. You
acknowledge, however, that we may terminate your rights to use the Cloud
Services and discontinue Services if we do not receive our
corresponding payment from the Reseller.
You agree to pay, using a valid credit card (or other
form of payment which we may accept from time to time), the charges and
fees (such as recurring monthly or annual fees) set forth on our website
(collectively, “Fees”), Taxes (as defined below), and other charges and
fees incurred for the Services. You will pay Fees in the currency we
quoted for your account (and we reserve the right to change the quoted
currency at any time). We will automatically charge your credit card or
other account at the start of the billing period and at the start of
each renewal period. Except as specifically set forth in this Section,
the Cloud Services are prepaid for the period selected (monthly,
annually or otherwise) and are non-refundable. This includes Accounts
that are renewed.
c. Fees for Upgrade.
If you upgrade or expand consumption of the Cloud
Services (for example, to obtain additional storage, User access,
features or functionality to the Cloud Services) (collectively referred
to as a “Service Upgrade”), additional fees may be due at Egnyte’s
then-current pricing. If additional fees are due, those fees will be
immediately charged to your credit card or other account and will apply
for the entire month in which the Service Upgrade occurred. If you have
paid for an annual period, Service Upgrades will be coterminous with the
affected Cloud Services period.
d. Fee Increases.
We will notify you in advance, either through a posting
on our website or by email to the address you have most recently
provided to us, if we increase Fees or institute new charges or fees.
Any increase in Fees will take effect at the beginning of the next
renewal subscription term or support period, as applicable. For example,
if you pay monthly, your use of the Cloud Services will be charged at
the new price when the Cloud Services are renewed in the month that
follows the notice. If you don't agree to these changes, you must cancel
and stop using the Services.
e. Invoicing and Payment Terms.
You agree to keep all information in your billing account
current. You may change your payment method or modify your billing
account information at any time by using the means provided on our
website. Your notice to us will not affect charges we submit to your
billing account before we reasonably could act on your request. In the
event that we invoice you, then all fees will be due and payable upon
receipt. We reserve the right to charge, and you agree to pay, a late
fee on past due amounts. The late fee will be equal to the lesser of
1.5% of the unpaid amount each month or the maximum amount allowed by
applicable law. We may use a third party to collect past due amounts.
You must pay for all reasonable costs we incur to collect any past due
amounts, including reasonable attorneys' fees and other legal fees and
costs. In addition, we may suspend your access to the Cloud Services or
cancel the Services if your account is past due.
Fees are exclusive of Taxes and you will pay or reimburse
Egnyte for all Taxes arising out of these Terms, whether assessed at
the time of your purchase or are thereafter determined to have been due.
For purposes of these Terms, “Taxes” means any sales, use and other
taxes (other than taxes on Egnyte’s income), export and import fees,
customs duties and similar charges applicable to the transactions
contemplated by these Terms that are imposed by any government or other
authority. You agree to promptly provide Egnyte with legally sufficient
tax exemption certificates for each taxing jurisdiction for which you
6. Canceling the Cloud Services.
To cancel the Cloud Services, you must provide us with at
least 30 days’ notice and follow the process we specify on our website.
If you cancel, the Services will end at the end of your current term or
period following the 30 days’ notice. If you fail to cancel as
required, we will automatically renew the Cloud Services for the same
term (and, in the case of support, at the same support level if that
level is still offered by Egnyte) and will charge your payment
information on file with us commencing on the first day of the renewal
a. Description of Confidential Information.
In connection with each party’s rights and obligations
under these Terms, each party (as the “disclosing party”) may disclose
to the other party (as the “recipient”) certain of its confidential or
proprietary information (“Confidential Information”). In the case of
Egnyte, the Services, these Terms and any other proprietary or
confidential information we provide to you constitute Egnyte
Confidential Information. In the case of Customer, Content provided,
transmitted or processed through, or stored in, the Cloud Services
constitutes Customer Confidential Information.
b. Protection of Confidential Information.
Each party as recipient agrees: (i) to exercise at least
the same degree of care to safeguard Confidential Information of the
disclosing party as the recipient exercises to safeguard the
confidentiality of its own confidential information, but not less than
reasonable care; (ii) to use the disclosing party’s Confidential
Information only in connection with exercising its rights and performing
its obligations under these Terms; and (iii) to not disclose or
disseminate the disclosing party’s Confidential Information to any third
party and that the only employees and contractors who will have access
to the disclosing party’s Confidential Information will be those with a
need to know who have agreed to abide by the obligations set forth in
this Section pursuant to a written confidentiality agreement.
c. Protection of Content.
Egnyte maintains appropriate administrative, physical,
and technical safeguards to protect the security, confidentiality, and
integrity of the Content in the Cloud Services. The third party data
center providers utilized by Egnyte in the provision of the Services
will maintain at a minimum SSAE 16 audit certification or its
equivalent. Except as requested by you in connection with customer
support, we will not (i) modify the Content, (ii) disclose the Content
except pursuant to the requirements of a governmental agency, by
operation of law, to investigate occurrences that may involve violations
of system or network security, or as you expressly permit in writing,
or (iii) access the Content except to provide the Services or to address
other service or technical problems.
d. Exceptions to Confidentiality.
Information will not be deemed Confidential Information
of either of us under these Terms if such information: (i) is or becomes
rightfully known to the recipient without any obligation of
confidentiality or breach of these Terms; (ii) becomes publicly known or
otherwise ceases to be secret or confidential, except through a breach
of these Terms by the recipient of such Confidential Information; or
(iii) is independently developed by the recipient of such Confidential
Information without breach of these Terms. Confidential Information will
remain the property of the disclosing party.
a. Ownership by Customer.
As between Customer and Egnyte, Customer or its licensors
own all right, title and interest in and to the Content provided,
transmitted or processed through, or stored in, the Cloud Services.
Customer hereby grants Egnyte the right to transmit, use, modify, adapt,
reproduce, display or disclose the Content solely (i) to provide the
Services to Customer or any User, (ii) to comply with any request of a
governmental or regulatory body (including subpoenas or court orders) or
as otherwise required by law, (iii) for statistical use (provided that
such data is not personally identifiable), and (iv) as necessary to
monitor and improve the Cloud Services and corresponding support.
Customer represents and warrants that Customer has all rights in the
Content necessary to grant these rights and use the Cloud Services, and
that the transmission, storage, retrieval, and processing of the Content
do not violate any law or these Terms.
b. Ownership by Egnyte.
As between Egnyte and Customer, Egnyte or its licensors
own and reserve all right, title and interest in and to the Services
(including all hardware, software and other items used to provide the
Cloud Services) and Materials, including all intellectual property
rights in any of the foregoing. No title to or ownership of any
proprietary rights related to the foregoing is transferred to Customer
or any User pursuant to these Terms or any transaction contemplated by
these Terms. Egnyte reserves all rights not explicitly granted to
Customer. Egnyte is free to use any comments, suggestions,
recommendations, and other feedback you provide with respect to the
Services for any purpose, without obligation.
Egnyte may have patents, patent applications, trademarks,
copyrights, or other intellectual property rights covering subject
matter that is part of the Services. Unless Egnyte has granted Customer
licenses to our intellectual property in these Terms, providing Customer
with the Services does not give Customer any license to Egnyte’s
intellectual property. Any rights not expressly granted herein are
9. No Warranty.
EGNYTE PROVIDES THE SERVICES “AS IS,” “WITH ALL
FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EGNYTE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EGNYTE
SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY THAT THE
SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL
COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR
DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY
WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING
EXCLUSIONS. IN SUCH AN EVENT, THESE EXCLUSIONS WILL NOT APPLY SOLELY TO
THE EXTENT PROHIBITED BY APPLICABLE LAW.
To the maximum extent permitted by applicable law, you
agree to defend, indemnify, and hold harmless Egnyte, its officers,
directors, employees, and agents, against any cost, loss, damage, or
other liability arising from any third party demand or claim that any
Content provided by you, or your use of the Services, in breach of these
Terms: (a) infringes any patent, trademark, or copyright of a third
party, or misappropriates a trade secret (to the extent that such
misappropriation is not the result of Egnyte's actions) or (b) violates
applicable law or these Terms. Egnyte will provide you with notification
of any such claim or demand that is subject to your indemnification
11. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE FOLLOWING APPLIES: (a) IN NO EVENT WILL THE LIABILITY OF
EGNYTE, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY AND ALL
CLAIMS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS UNDER IT,
INCLUDING THE SERVICES EXCEED THE GREATER OF $100.00 OR THE TOTAL AMOUNT
OF FEES THAT YOU PAID US DURING THE PREVIOUS THREE MONTH PERIOD, AND
(b) IN NO EVENT WILL EGNYTE, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR
AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER
OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER
ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT,
WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF EGNYTE HAS BEEN ADVISED AS TO
THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
12. Suspension and Termination of your Use of the Services.
Egnyte reserves the right to temporarily suspend or
terminate your access to the Services at any time in Egnyte's sole
discretion, with or without cause, and with or without notice, without
incurring liability of any kind. For example, we may suspend or
terminate your access to or use of the Cloud Services for: (i) the
actual or suspected violation of these Terms; (ii) the use of the Cloud
Services in a manner that may cause Egnyte to have legal liability or
disrupt others' use of the Cloud Services; (iii) the suspicion or
detection of any malicious code, virus or other harmful code in your
Account; or (iv) your use of excessive storage capacity or bandwidth.
If, in our determination, the suspension might be indefinite or we have
elected to terminate your access to the Cloud Services, we will use
commercially reasonable efforts to notify you through the Cloud
Services. You acknowledge that if your access to the Cloud
Services is suspended or terminated, you may no longer have access to
the Content that is stored with the Cloud Services.
b. Termination for Lack of Activity.
In addition to our other rights of termination, if your
Account is not currently subject to a paid subscription plan with us, we
may terminate your Account if: (i) you do not engage in any activity in
the Account within 30 days after registering for the Cloud Services, or
(ii) you do not engage in any activity in an Account for 120
consecutive days. In the event of such termination, any of your Content
may be lost.
c. Post-Termination Obligations.
Upon termination of these Terms for any reason, all of
your rights to use or access the Cloud Services will cease. For 30 days
following the expiration or termination of these Terms or the applicable
subscription term for which you have paid, and subject to your prior
written request, we will grant you with limited access to the Cloud
Services solely for purposes of your retrieval of the Content. After
that 30 day period, Egnyte has no further obligation to maintain the
Content and will delete the Content unless legally prohibited.
13. General Provisions.
a. Governing Law.
These Terms will be construed and enforced in all
respects in accordance with the laws of the State of California, without
reference to its choice of law rules. Any dispute between the parties
will be brought in a court in Santa Clara County and each party
irrevocably waives any claim that such court does not have personal
jurisdiction over the party. All use of the Services is expressly
governed by any applicable u and import laws, and you agree to comply
with all such laws. Claims arising out or related to these terms must
be filed within two years of the date on which the claim arose unless
local law requires a longer time to file claims. If a claim is not
filed accordingly, then it is permanently barred.
b. Government Users.
If you are a U.S. government entity, you acknowledge that
any Egnyte Client Software and Documentation are provided as
“Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed
to U.S. government end users as commercial computer software subject to
the restricted rights described in 48 C.F.R. 2.101 and 12.212.
You may not assign these Terms or your rights and
obligations under them, in whole or in part, to any third party without
our prior written consent, and any attempt by you to do so will be
d. Force Majeure.
Neither party will be liable to the other for any delay
or failure to perform its obligations under these Terms (excluding
payment obligations) if the delay or failure arises from any cause or
causes beyond that party’s reasonable control.
e. Public Announcement.
Egnyte reserves the right to release a press announcement
regarding the parties’ relationship, and to include Customer’s name on
Egnyte’s customer lists on Egnyte’s web site and in any other marketing
f. Entire Agreement.
Scope of Use and Fees specified in Orders we accept, constitute the
entire agreement between you and Egnyte with respect to the subject
matter of these Terms, and supersede and replace any other prior or
contemporaneous agreements, or terms and conditions applicable to the
subject matter of these Terms. These Terms create no third party
We respect the intellectual property of others, and
reserve the right to delete or disable Content that appears to violate
these terms or applicable law. The Digital Millennium Copyright Act of
1998 (the "DMCA") provides recourse for copyright owners who believe
that material appearing on the Internet infringes their rights under
U.S. copyright law. If you believe in good faith that Content infringes
your copyright, you (or your agent) may send us a notice requesting that
the Content be removed or access to it blocked. Federal law requires
that your notification include the following information: (i) a physical
or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed; (ii)
identification of the copyrighted work claimed to have been infringed
or, if multiple copyrighted works at a single online site are covered by
a single notification, a representative list of such works at that
site; (iii) identification of the material that is claimed to be
infringing or to be the subject of infringing activity and that is to be
removed or access to which is to be disabled and information reasonably
sufficient to permit us to locate the material; (iv) information
reasonably sufficient to permit us to contact you, such as an address,
telephone number, and, if available, an electronic mail; (v) a statement
that you have a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its
agent, or the law; and (vi) a statement that the information in the
notification is accurate, and under penalty of perjury, that you are
authorized to act on behalf of the owner of an exclusive right that is
The notification must be sent to:
Attn: Legal Department
1350 W. Middlefield Road.
Mountain View, California 94043
We provide the above contact information for purposes of
the DMCA only and reserve the right to respond only to correspondence
that is relevant to this purpose.