Egnyte Terms and Conditions

The below terms and conditions, together with any Order Form incorporating these terms, represent a binding services agreement (the “Agreement”) between the customer named on the Order Form (“Customer”) and LG Networks, Inc., a Texas corporation, located at 9441 Lyndon B Johnson Frwy #250 Dallas, TX 75243 (“LG Networks”). Customer’s signature on the Order Form constitutes Customer’s acceptance of the Agreement as of the effective date of the Order Form (the “Effective Date”); provided, however, that for click-through online purchases, the date of purchase shall constitute the Effective Date. Any individual purchasing Services on behalf of an organization represents that such individual has the authority to bind the organization to this Agreement. Individuals under the age of thirteen may not use the Services. 

1. Definitions and Interpretation.

“Account” means an account or domain 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 written materials describing the functionality and operation of the Services that Egnyte makes available to customers, including material 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. 

• “Collaboration” is a service within the Egnyte Platform enabling secure file sharing, editing, and collaboration for content through a cloud-based repository and/or through a User’s device linked to the Services. 

• “Governance” is a content governance service within the Egnyte Platform that monitors Egnyte-supported content repositories to identify potential corporate-wide access control problems within such repositories. 

“Order Form” means LG Networks then-current standard form (including an online form for purchases) setting forth Services quantities, pricing, fees, and payment terms. 

“Services” means the services ordered under Customer’s Order Form(s), 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: 

• “Power User” means an employee, consultant, or individual contractor of Customer or an employee, consultant, or individual contractor of any affiliated entity to Customer. An individual who is an unaffiliated third party but requires Power User functionality may also be provisioned with a Power User subscription; 

• “Standard User”, also referred to as an “External User”, means an individual other than a Power User (including, without limitation, individuals employed or engaged by Customer’s suppliers or customers). For clarity, an employee, consultant, or individual contractor of Customer, or an employee, consultant, or individual contractor of any affiliated entity to Customer may not use a Standard User subscription; 

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. 

2. Use of the Services; Privacy.

1. Services. 

1. General: Egnyte will make the Services available to Customer for Customer’s internal business purposes in accordance with the relevant Order Form. For clarity, the Services are not for resale. Egnyte will process Content in accordance with Customer’s and Users’ instructions. 

1. Services Configuration: Customer shall be responsible for configuring the Services per Customer requirements, subject to the functionalities or limitations of such Services. 

1. By entering this Agreement, Customer represents that its purchase of Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written comments made by Egnyte regarding future functionality or features. 

1. Access to the Services. Egnyte provides the Services in a hosted, cloud-based format and makes the Egnyte Clients available to Customer and its Users (subject to usage restrictions associated with Standard User subscriptions), solely as an ancillary tool for accessing the Services. “Egnyte Clients” means the installations installed on Customer’s local server, desktop, mobile, or other device (e.g., mobile, desktop, or group apps) that enable a User to engage with the Services. Customer acknowledges that, from time to time, Egnyte may issue updates to the Egnyte Clients (for example, to address security vulnerabilities, upgrade the protocol, improve usability or performance, and upgrade features). In that event, in order for Customer to best utilize the Services, either Customer will be offered the ability to upgrade the version of Egnyte Clients that are currently running, or they will be automatically upgraded by Egnyte. 

1. Provision of Support for Services. Egnyte will provide support for the Services as described in the applicable Order Form (“Support”). Egnyte may update its Support from time to time on written notice (which may include posting the updated Support on Egnyte’s customer support website), provided the new level of support is not materially less than that described in the applicable Order Form as of its effective date. 

1. Privacy, Data Security, and Backup. Egnyte will comply with the data protection and information security procedures detailed in the Data Protection Addendum at the following link: https://www.egnyte.com/data-protection-addendum (the “DPA”). The DPA may be updated from time to time on written notice to reflect changes in applicable law or enhancements in the security and availability of the cloud infrastructure used to provide the Services. On an annual basis and upon Customer’s written request, Egnyte will provide Customer with relevant Services-related SSAE18 reports. Customer acknowledges and agrees that all SSAE18-related reports constitute Confidential Information of Egnyte or its providers. Egnyte’s storage provider(s) utilize methods to help ensure availability and redundancy of Content. Additional details pertaining to Egnyte’s commitment to privacy can be found in its Privacy Policy at the following link: https://www.egnyte.com/privacy-policy. 

3. Customer’s Responsibilities Relating to Use of the Services.

1. Content. Customer (i) is responsible for the accuracy and quality of Content; (ii) will ensure that Content and the usage thereof complies with this Agreement and applicable laws; (iii) will promptly handle and resolve any notices or claims from a third party claiming that Content violates such party’s rights, including take-down notices pursuant to the U.S. federal Digital Millennium Copyright Act; and (iv) will ensure that any and all permissions are secured for Egnyte to access, copy, and/or use Content as necessary to perform the Services, including, but not limited to, consent of Users to process Content in general and any personal data in particular (and Customer’s acceptance of this Agreement confirms that Users’ consent has been secured), along with consent of Users for any communications integral to the Services. 

1. Third Party Supplied Storage. Ensuring that storage independently secured by Customer conforms with Customer’s requirements, including those pertaining to availability, durability, security, and costs associated with such storage, is the sole responsibility of Customer. Customer acknowledges and accepts that associated costs to Customer can be impacted by the interaction between Egnyte’s Services and Customer-supplied storage. Egnyte disclaims any responsibility for such Customer storage requirements and shall not be liable to Customer for any failures of the third-party storage provider or costs imposed on Customer by the provider. 

1. Passwords and Accounts. Without derogating from Egnyte’s confidentiality and security obligations hereunder, Customer is responsible for all activities under its User and Administrator logins and for safeguarding the confidentiality of usernames and passwords. Egnyte will have no liability to Customer or any third party as a result of any unauthorized disclosure or access to Customer’s Account or Content as a result of Customer, Administrator, or User misuse or loss, or the theft of, any login credentials (except to the extent the theft was due to Egnyte’s negligence). Customer will promptly notify Egnyte of any unauthorized use of an Account, Content, or the Services of which Customer becomes aware, and Customer will take all steps necessary to terminate such unauthorized use. In addition, Customer will provide Egnyte with any cooperation and assistance reasonably requested by Egnyte related to such unauthorized use. 

1. Use Restrictions. Customer will not: (i) use or allow use of the Services in any manner not expressly permitted by this Agreement, including, without limitation, allowing Users who should be classified as Power Users to use Standard User subscriptions; (ii) allow multiple individuals to utilize the same User subscription; (iii) reassign an individual to a User subscription after such individual has been disassociated from a User subscription (Customer must purchase an additional User subscription for any future use by such individual); (iv) resell, sublicense, lease, or otherwise commercially exploit the Services; (v) modify, copy, or create derivative works based on the Services; (vi) reverse engineer, disassemble, or decompile the Services, or attempt to derive source code from the Services; (vii) remove, obscure, or alter any proprietary right notice related to the Services; (viii) use or allow use of the Services to send unsolicited or unauthorized junk mail, spam, chain letters, or any other form of duplicative or unsolicited messages; (ix) store or transmit Content: (A) containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material, (B) containing material that encourages conduct that could constitute a criminal offense, or (C) that violates the intellectual property, publicity, or privacy rights of others; (x) use or allow use of the Services to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents, or programs; (xi) interfere with or disrupt use of the Services by other Egnyte customers or other servers or networks connected to the Services, or violate the regulations, policies, or procedures of such other networks; (xii) access or attempt to access, through password mining or other means, Egnyte’s accounts, computer systems, or networks not covered by this Agreement; (xiii) access, use, or allow access or use of the Services in a way intended to avoid incurring fees or exceeding the usage rights granted under the Agreement; or (xiv) use or allow use of the Services for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Egnyte’s prior written consent. 

1. Notices. Customer agrees that Egnyte may send it and its Users communications or data regarding the Services using electronic means. These may include, but are not limited to: (i) notices about usage of the Services, including notices concerning violations of use, (ii) updates to the Services, (iii) materials regarding Egnyte’s products and services, including announcements for utilizing or maximizing existing and new feature sets, and (iv) information the law requires Egnyte to provide. Egnyte provides Users the opportunity to opt-out of receiving certain of these communications by following the opt-out instructions provided in the message, and Administrators may block communications to Users via the Account. However, Egnyte may continue to provide necessary and/or required information by email or other effective means. Notices via email will be deemed given and received when the email is sent. Legal notices to Egnyte should be sent via email to [email protected], 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 notice must specifically reference that it is a notice given under this Agreement.