Terms and Conditions

A. Egnyte, Inc. ("Egnyte", "we", "us") provides a service that facilitates the storage and sharing of files over the Internet (the "Service").

B. Under this Agreement, EGNYTE will provide its APIs to you, to enable you to modify certain of your own applications so that users of such applications are able to access and use the Service through such applications.

C. BY CLICKING ON THE "SUBMIT" OR "AGREE" OR "ACCEPT" BUTTON OR BY SIGNING THIS AGREEMENT, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. If you agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In such event, "you" will refer to that company or other legal entity.

1.1 Description of EGNYTE APIs. "APIs" means the EGNYTE integration APIs (in "REST" form), accompanying documentation, sample code and related materials, including any updates that we may provide to you from time to time. The APIs allow you to create or modify your own applications so that users of such applications are able to access and use the EGNYTE Service via such applications.

1.2 Developer Accounts and Access Codes. You will be required to submit to us information about the applications for which you wish to use the APIs. EGNYTE will review such information and, if EGNYTE approves such application in its discretion, EGNYTE will create a developer account for you. You will be issued one or more unique security keys and passwords (collectively, "Access Codes") for accessing the Sandbox Account and APIs. You may only access your account with the Access Code issued to you by EGNYTE. You may not sell, transfer, sublicense or otherwise disclose your Access Codes to any other party. You are responsible for maintaining the secrecy and security of your Access Codes and for all activities that occur using your Access Codes. API Keys will be granted to domain Admins; Power and Standard users must request from their domain Admin for access.

1.3 APIs License Grant. Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-assignable, non-transferable license under EGNYTE's intellectual property rights, during the term of this Agreement, (a) to use the APIs to develop, modify, test, and support your Application, and (b) to distribute or allow access to your integration of the APIs within your Application to end users. You have no right to distribute or allow any third party to have access to the APIs. This Agreement does not allow you to resell the EGNYTE Service.

1.4 Brand Features License Grant. Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-assignable and non-transferable license during the term of this Agreement to display our trade names, trademarks, service marks, logos and domain names (collectively, "Brand Features") to promote or advertise your integration of the APIs in your Application. You agree not to display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to EGNYTE.

1.5 Limitations. Every Application that is developed utilizing EGNYTE APIs requires Access Codes as described in Section 1.2. We may limit the number of calls accepted by the API if we believe that the number of calls may negatively impact the Egnyte API or Egnyte service. If an Application exceeds the API call limits, EGNYTE has the right to notify you, modify the call limitation at its discretion, or disable any Application that exceeds the limit if you cannot be reached.

1.6 Usage Limitations. You agree not to use the APIs in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage. EGNYTE may limit the number of network calls that your Application may make via the APIs as we deem appropriate in our sole discretion.

1.7 Other Restrictions. In addition to other restrictions contained in this Agreement, you agree not to: use the APIs for illegal purposes; remove proprietary rights notices; sell or sublicense the APIs or Access Codes; charge fees for access to EGNYTE's Service; claim sponsorship or endorsement by EGNYTE; reverse-engineer the APIs; use the APIs in applications that compete with EGNYTE; interfere with or disrupt the EGNYTE Service; use automated retrieval devices on the EGNYTE Service; transmit viruses or malicious code; or use the APIs for purposes where failure could lead to death or personal injury.

1.8 Support and Maintenance. EGNYTE may provide updates, upgrades, modifications and new releases of the EGNYTE APIs from time to time but is not obligated to do so. You agree to notify EGNYTE of any errors or bugs you discover and EGNYTE will use commercially reasonable efforts to correct such errors in the next release.

1.9 Monitoring. You agree to provide us with access to your Application and/or other materials related to your use of the APIs as reasonably requested by us to verify your compliance with this Agreement.

1.10 EGNYTE Independent Development. EGNYTE may be independently creating applications, content and other products or services that may be similar to or competitive with your Application, and nothing in this Agreement restricts EGNYTE from creating and fully exploiting such items, without any obligation to you.

2.1 EGNYTE Property. As between you and us, EGNYTE owns all rights, title, and interest, including all intellectual property rights, in and to the APIs, and all elements, components, and executables of the APIs, our Websites, and our Brand Features (collectively, the "EGNYTE Materials"). Except for the express licenses granted in this Agreement, EGNYTE does not grant you any right, title or interest in the EGNYTE Materials.

2.2 Feedback. You have no obligation to give us any suggestions, comments or other feedback ("Feedback") relating to the EGNYTE Materials. However, if you give Feedback, you agree that we may freely use, reproduce, license, and distribute such Feedback, without compensation to you.

2.3 Your Ownership of the Application. Except to the extent your Application contains EGNYTE Materials, EGNYTE claims no ownership or control over your Application. You represent and warrant that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application.

EGNYTE's collection and use of personal information from its users and developers is governed by EGNYTE's Privacy Policy, posted on the EGNYTE public website at egnyte.com/privacy-policy.

You agree that we may publicly refer to you, orally or in writing, as a licensee of the EGNYTE APIs and we may publish your name and/or logo on our Websites, in press releases, and in promotional materials.

5.1 Term. The term of this Agreement commences on the Effective Date and shall continue until terminated. Either EGNYTE or you may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other. In addition, we may discontinue the availability of some or all of the APIs or the EGNYTE Service at any time for any reason.

5.2 Effect of Termination. Upon expiration or termination: all license rights granted to you will terminate and you will cease all use of the EGNYTE APIs; EGNYTE may cease to make the EGNYTE Service available from your Applications; and Sections 2, 3, 4, 5, 6, 7, 8, and 9 will survive termination.

5.3 Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to EGNYTE. Accordingly, EGNYTE shall have the right to seek immediate injunctive relief in the event of a breach of this Agreement by you.

THE EGNYTE MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE EGNYTE MATERIALS IS AT YOUR OWN DISCRETION AND RISK.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT EGNYTE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE EGNYTE MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE EGNYTE MATERIALS OR ANY EGNYTE SERVICES. UNDER NO CIRCUMSTANCES SHALL EGNYTE'S AGGREGATE, CUMULATIVE LIABILITY TO YOU EXCEED U.S. $100.

You agree to hold harmless and indemnify EGNYTE, and its affiliates, and their respective directors, officers, agents, and employees, from and against any third party claim arising from or in any way related to your Applications, products or services, your use of any EGNYTE Materials, violation of this Agreement, or any other actions connected with your use of the EGNYTE APIs, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and reasonable attorneys' fees.

9.1 Governing Law, Venue and Attorney's Fees. This Agreement will be governed by the substantive laws of the State of California. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court located in Santa Clara County, California. The prevailing party will be entitled to recover its attorneys' fees and costs.

9.2 Export Laws. You shall comply with applicable export laws and regulations of the United States with respect to any technical materials you receive pursuant to this Agreement.

9.3 Waiver. The failure of EGNYTE to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

9.4 Severability of Terms. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the other provisions of this Agreement remain in full force and effect.

9.5 Entire Agreement, Scope and Modification. This Agreement constitutes the entire agreement between us with respect to the subject matter herein and supersedes any and all prior proposals, understandings, representations and other communications between us. This Agreement may not be modified or amended except by a written instrument signed by both parties.

9.6 Assignment, Third Parties. You may not assign this Agreement, in whole or in part, without EGNYTE's prior written consent. Any assignment in violation of this section is null and void.

9.7 Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.