Terms of Use

Overview

The following are terms of a legal agreement between you and Egnyte, Inc. (“Egnyte”) and include an “Arbitration Agreement” as discussed below. By accessing, browsing, or using this website, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use or continue to use this website.

Egnyte may, without notice to you, at any time revise these Website Terms of Use and any other information contained in this website by updating this posting. Egnyte may also make improvements or changes in the products, services, or programs described on the website at any time without notice. Your continued use of the website following any modification of these Website Terms of Use constitutes your acceptance of and agreement to be bound by the Website Terms of Use as modified. It is therefore important that you review these Website Terms of Use regularly.

PLEASE NOTE THAT THE "ARBITRATION AGREEMENT" SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND EGNYTE UNDER THIS AGREEMENT BE HANDLED BY ARBITRATION, AND (ii) YOU AND EGNYTE WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES.

General

This website contains proprietary notices and copyright information, the terms of which must be observed and followed. Please see the below section entitled “Copyright and Trademark Information.”

This website and all related content may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without Egnyte's prior written consent, except that Egnyte grants you non-exclusive, non-transferable, limited permission to access and display the Web pages within this site solely on your computer and for your personal, non-commercial use of this website. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site (including these Website Terms of Use). Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own terms, conditions, and notices will be governed by such terms, conditions, and notices. By using this website, you understand and agree that certain areas of the website may direct you to an option to purchase Egnyte’s B2B subscription services or to start a free trial for such services, and you agree to take notice of all applicable terms and conditions relating to any use or purchase of Egnyte services on behalf of you and your organization.

Your failure to comply with the terms, conditions, and notices on this website will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, Egnyte does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another website or in any other media.

Confidential Information

Egnyte does not want to receive confidential or proprietary information from you through our website. Please note that any information or material sent to Egnyte will be deemed NOT to be confidential. By sending Egnyte any information or material, you grant Egnyte an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Egnyte is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally identifiable information that you submit to Egnyte through the website will be handled in accordance with our privacy policies (or, if you are submitting such information as part of your registration to receive Egnyte services, such information will be handled in accordance with the associated Data Protection Addendum). Please see our Privacy Policy for information regarding Egnyte’s privacy policies.

Copyright and Trademark Information

All content included on this website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and software, is the property of Egnyte or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of Egnyte, with copyright authorship for this collection by Egnyte. Egnyte’s trademarks and trade dress may not be used in connection with any product or service that is not Egnyte's in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Egnyte. All other trademarks not owned by Egnyte that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Egnyte.

Global Availability

Information Egnyte publishes on the World Wide Web may contain references or cross references to Egnyte products, programs, and services that are not announced or available in your country. Such references do not imply that Egnyte intends to announce or make available such products, programs, or services in your country. Please consult your nearest Egnyte business contact for information regarding the products, programs, and services that may be available to you.

Third Party Websites and Related Links

This website may provide links or references to non-Egnyte websites and resources. Egnyte makes no representations, warranties, or other commitments whatsoever about any non-Egnyte websites or third-party resources that may be referenced, accessible, or linked on any Egnyte site. A link to a non-Egnyte website does not mean that Egnyte endorses the content or use of such website or its owner. In addition, Egnyte is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an Egnyte site. Accordingly, you acknowledge and agree that Egnyte is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.

When you access a non-Egnyte website, even one that may contain the Egnyte logo, please understand that it is independent from Egnyte, and that Egnyte does not control the content on that website. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.

Linking to this Website

All links to this website must be approved in writing by Egnyte, except that Egnyte consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this website or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Egnyte; (c) imply that Egnyte approves or endorses you, your website, or your service or product offerings; and (d) present false or misleading impressions about Egnyte or otherwise damage the goodwill associated with the Egnyte name or its trademarks. As a further condition to being permitted to link to this website, you agree that Egnyte may at any time, in its sole discretion, terminate permission to link to this website. In such event, you agree to immediately remove all links to this website and to cease using any Egnyte trademark.

Translations

Certain text on this website may be made available in languages other than English. Text may be translated by a person or solely by computer software with no human intervention or review. These translations are provided as a convenience to you, and Egnyte makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person. Please see the below Disclaimer of Warranties and Accuracy for additional conditions.

Disclaimer of Warranties and Accuracy

Use of this site is at your sole risk. All materials, information, products, software, programs, and services are provided “as is,” with no warranties or guarantees whatsoever. Egnyte expressly disclaims to the fullest extent permitted by law all express, implied, statutory, and other warranties, guarantees, or representations, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights. Without limitation, Egnyte makes no warranty or guarantee that this website will be uninterrupted, timely, secure, or error-free. Some jurisdictions do not allow the exclusion of warranties, so the above exclusions may not apply to you.

You understand and agree that if you download or otherwise obtain materials, information, products, software, programs, or services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system.

Information on this website is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. Egnyte assumes no responsibility (and expressly disclaims responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described on this site.

This website may include statements reflecting our opinions, expectations, suggestions, and assumptions. Such statements are not to be construed as facts or performance guarantees. Visitors are advised not to rely unduly on these statements.

Limitation of Liability

In no event will Egnyte be liable to any party for any indirect, incidental, special, exemplary, or consequential damages of any type whatsoever related to or arising from this website or any use of this website, or of any site or resource linked to, referenced, or accessed through this website, or for the use or downloading of, or access to, any materials or information including, without limitation, any lost profits, business interruption, lost savings, or loss of programs or other data, even if Egnyte is expressly advised of the possibility of such damages. Notwithstanding the foregoing, the total liability of Egnyte to any visitor for all damages, losses, and causes of action shall not exceed $100 in the aggregate. The limitations in this section apply whether the alleged liability is based on contract, tort, negligence, strict liability, warranty, or any other basis.

Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this website. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.

Arbitration Agreement

(1) Egnyte, including its affiliates, subcontractors and other partners, and their respective officers, agents, employees, predecessors-in-interest, successors, and assigns (individually, an "Egnyte Party", and collectively, the "Egnyte Parties"), and you agree that any and all disputes and claims that each of you and any Egnyte Party may have against the other that arise out of or relate to the Egnyte website and your use of it, including the breach, termination, enforcement, interpretation or validity of these Terms of Use, including the agreement to arbitrate (the "Arbitration Agreement") and the scope or applicability of this Arbitration Agreement ("Dispute(s)"), including but not limited to the arbitrability of any and all Disputes, and even if the events giving rise to Disputes occurred before this Arbitration Agreement became effective, will be resolved in a binding, confidential, individual, and fair arbitration process, and not in court. Each of you and any Egnyte Party agree to give up the right to sue in court. Each of you and Egnyte also agrees to give up the right to have claims heard by a jury and the ability to seek to represent, in a class action or otherwise, anyone but each of you and the Egnyte Parties (see paragraph 9 below). The only exceptions to this Arbitration Agreement are that (i) each of you and the Egnyte Parties retains the right to sue in small claims court and (ii) each of you and the Egnyte Parties may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights.

(2) This Arbitration Agreement shall survive termination of these Terms of Use or your cessation of access of the Egnyte website.

(3) Any arbitration between you and any Egnyte Party will be conducted by the American Arbitration Association (the "AAA") and will be governed by the AAA's Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single arbitrator. If you and we cannot agree on who that single arbitrator should be, then the AAA shall appoint an arbitrator. The arbitrator is bound by the terms of this Agreement.

(4) If either you or any Egnyte Party wants to arbitrate a claim, you or such Egnyte Party must first send by mail to the other a written Notice of Dispute ("Notice") that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the Egnyte website content to which the Notice relates, and the relief requested. Your Notice to any Egnyte Party must be sent by mail to Arbitration Notice of Dispute, Attn: Egnyte Legal, 1350 W Middlefield Road, Mountain View, CA 94043. The Egnyte Party will send any Notice to you at the contact information that you provide. It is the sender's responsibility to ensure that the recipient receives the Notice. During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.

If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the rules and procedures provided for by AAA. The arbitration shall take place in the County of Santa Clara, California.

(5) Regardless of how the arbitration proceeds, the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions. Except as set forth below, each of you and the Egnyte Party shall split evenly the arbitration fees imposed by AAA.

(6) Each of you and the Egnyte Party may incur attorneys' fees during the arbitration. In addition to whatever rights you may have to recover your attorneys' fees under applicable law, if you prevail in the arbitration, and if the Egnyte Party failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than the Egnyte Party's highest settlement offer, then the Egnyte Party will pay your reasonable attorneys' fees in addition to the amount the arbitrator awarded. If the Egnyte Party wins the arbitration, you will be responsible for your own attorneys' fees. In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides' arbitration fees and may order the losing party to pay the winning party's reasonable attorneys' fees, unless such an award of fees is prohibited by applicable law.

(7) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not order the Egnyte Party to pay any monies to or take any actions with respect to persons other than you, unless the Egnyte Party explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order.

(8) You and the Egnyte Parties agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator's decision, or the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.

Class Action Waiver

YOU AND EGNYTE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING. Further, unless the Egnyte Party agrees, the arbitrator may not consolidate other persons' claims with yours and may not otherwise preside over any form of a representative, multi-claimant, or class proceeding. If this specific provision is found to be unenforceable, then the entirety of the above Arbitration Agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against Egnyte or a Egnyte Party must be pursued, will remain in effect.

Governing Law

These Terms of Use will be governed by the laws of the State of California without regard to or application of choice of laws, rules, or principles. Both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue.

Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and the Egnyte Parties agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California to resolve any Dispute arising out of the Agreement or the Egnyte website. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS OF USE.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE EGNYTE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Indemnity

You agree to indemnify and hold the Egnyte Parties harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your misuse of the Egnyte website, your breach of these Website Terms of Use, your violation of any rights of another, or any content that you transmit through the Egnyte website.