The Egnyte Terms of Service are the standard agreement between Egnyte, Inc. and a customer for its hosted services. Together with any Order Form that incorporates them, they form a binding services agreement, accepted by signing the Order Form or, for click-through online purchases, on the date of purchase.[1] The agreement is supplemented by the Product-Specific Special Terms (PSST), a Service Level Agreement, a Data Protection Addendum and Egnyte’s support plans. This article follows the structure that matters most at renewal and in a compliance review.
Editions
The contract stack
The Terms of Service define Services as those ordered under the customer’s Order Forms, as further described in the PSST. Egnyte may update the PSST from time to time, provided it does not reduce its commitments to the customer in any material manner.[1] The same limit applies to updates of the Data Protection Addendum, which can be updated on written notice.[1] Egnyte may update its Support on written notice, which can be by posting on its support site, provided the new level is not materially less than the Order Form describes.[1] The Order Form is Egnyte’s then-current standard form, including an online form for purchases, setting out quantities, pricing, fees and payment terms.[1]
For conflicts, the agreement supersedes any click-through terms for the Egnyte Client, including trial terms, and it can be amended only in a writing signed by both parties.[1] The PSST are dated July 2026 with a prior version of October 2024.[2] The SLA is headed Q3 2022 and is linked from the Terms of Service as version 10-2022.[3]
Support plans
Support is described in the Order Form. Egnyte’s support page offers three plans: Standard with 24x7 customer support, Premium with an SLA and elevated response, and Platinum with exclusive support and the fastest response.[4] The pricing page states that a support plan is included with every platform plan.[5] The targets differ by priority:
| Priority | Standard | Premium | Platinum |
|---|---|---|---|
| Urgent (service down, no workaround): acknowledgement | No target shown | 1 hour | 30 minutes |
| Urgent: update frequency / targeted fix or workaround | No target shown | 8 hours / 24 hours | 2 hours / 12 hours |
| High (function down, workaround exists): acknowledgement / targeted fix | No target shown | 1 hour / 4 days | 30 minutes / 2 days |
| Standard priority (general question): acknowledgement / targeted fix | No target shown | 1 hour / 7 days or ETA | 30 minutes / 5 days or ETA |
The page shows email and web support 24/7 on all three plans, live phone support as available on Standard and 24/7 on Premium and Platinum, and a priority response row of elevated for Premium and highest for Platinum with no entry for Standard.[4] The target figures above therefore apply to the Premium and Platinum plans; the Standard plan is presented as 24x7 customer support without numeric targets. A customer should read the support page together with its Order Form to confirm which plan it holds.[4]
Metrics
The contract’s units are Users (Power Users and Standard Users), Accounts, storage and features. The Terms of Service define an Account as an account or domain created by or on behalf of the customer, and Administrators as the Power Users appointed with administrative rights, of whom at least one must be active.[1] How those units are counted is covered in the user types and storage articles.
Counting / floors
Use restrictions that affect licence counting
The use restrictions prohibit using the Services in any manner not expressly permitted, allowing Users who should be Power Users to use Standard User subscriptions, sharing a User subscription between individuals, reselling or sublicensing the Services, and using or allowing use of the Services in a way intended to avoid incurring fees or exceeding usage rights. Evaluation or benchmarking intended for publication needs Egnyte’s prior written consent. Failure to comply can lead to suspension or additional charges under the fees clause.[1] The Services are made available for the customer’s internal business purposes and are not for resale.[1]
Monitoring and information requests
Egnyte may monitor usage levels or metrics to verify compliance, and on reasonable notice the customer will cooperate with reasonable requests for information relating to User counts, classifications or usage levels.[1] The terms contain no separate audit section with on-site inspection rights.
Fees, overconsumption and taxes
Customers pay the fees in the Order Form, and except as stated fees are non-refundable.[1] If the customer upgrades or expands consumption, for example additional storage, User access or features, it pays for the overconsumption for the rest of the Subscription Term at the Order Form’s pricing for additional services, or Egnyte’s then-current list pricing if the Order Form has none, and the overconsumption sets a new high-water mark.[1] Misclassification of Users may lead to fee adjustments.[1] Fees are exclusive of taxes; the customer pays or reimburses VAT, GST, sales or use tax, withholding, digital service taxes, customs duties and similar charges, and must increase payments if withholding applies so that Egnyte receives the full committed fees.[1]
Past-due undisputed amounts may accrue a late fee of 1.5% per month or the legal maximum, whichever is less, and Egnyte may suspend or cancel the Services if the account remains past due ten days after written notice.[1] Payment modifications and the use of customer procurement portals may require additional processing fees.[1]
Price increases
Egnyte reserves the right to increase pricing, but an increase for Services ordered under an Order Form takes effect at the start of the next renewal Subscription Term and is subject to any pricing terms in the Order Form. For agreements with an auto-renewal provision, Egnyte gives at least 45 days’ advance written notice by email of a prospective increase if the price is not already defined on an Order Form; a monthly click-through plan may be updated on 30 days’ notice by email. Pricing for upgrades and renewals may be defined in the Order Form, which controls in a conflict.[1]
Virtualization & partitioning
There is no virtualisation clause. The nearest equivalent is the affiliate rule: affiliated entities may use the Services but their Users can only be Power Users, and parent and subsidiary companies and entities the customer acquires, however acquired, are affiliated entities.[1] Either party may assign the agreement without consent to a successor in a merger, reorganisation or sale of all or substantially all assets or equity that does not involve a direct competitor of the other party; otherwise assignment needs the other party’s consent, not to be unreasonably withheld.[1] For U.S. federal government customers, the Services are commercial computer software and commercial services, provided with only the rights granted to other customers.[1]
Cloud / BYOL
The customer is responsible for configuring the Services and for the accuracy of its Content, and must ensure permissions for Egnyte to process it. Customer-supplied storage is the customer’s sole responsibility, including its availability, durability, security and cost. The customer remains responsible for maintaining backups of its Content even though Egnyte’s storage providers use methods to help ensure availability and redundancy.[1] Protected health information may not be uploaded unless the customer and Egnyte have executed Egnyte’s Business Associate Agreement.[1] Egnyte provides SSAE18 reports annually on written request, and those reports are Egnyte’s Confidential Information.[1]
Programs
Subscription Term, renewal and termination
The agreement runs for the Subscription Term on the Order Form. On expiry the Order Form renews automatically as described there, unless either party gives at least 30 days’ written notice before the end of the current term; for monthly subscriptions it renews for successive one-month periods unless notice is given.[1] If the customer attempts to terminate mid-term other than for cause, Egnyte will not refund pre-paid fees and may claim all committed fees, which accelerate and fall due on the termination date.[1] Either party may terminate for uncured material breach after 30 days’ written notice, or on insolvency, and on a termination for cause by the customer, Egnyte refunds prepaid fees for the post-termination period pro rata.[1] Within ninety days of any termination Egnyte destroys the Content that remains in its infrastructure, and the customer is responsible for exporting Content beforehand.[1] Egnyte may also temporarily limit access immediately on written notice if continued use poses a security or technical risk or the limitation is legally required.[1]
Service Level Agreement
Egnyte targets at least 99.9% System Availability each calendar month, measured as availability through a web browser and excluding the scheduled maintenance window, every Saturday 04:00 to 07:00 UTC, and emergency maintenance.[3] If availability falls below 99.9% and the customer has met its obligations, Egnyte provides a Service Credit of 10% for 99.9% to 99.5%, 25% for 99.4% to 99.0% and 50% below 99.0% of the Attributable Monthly Subscription Fee, which is one-twelfth of the base annual fee.[3] The customer may terminate on 30 days’ notice if availability is below 97% for claims in three consecutive months, or in three of five consecutive months.[3] Claims are made by email within fifteen business days of the incident, and credits are applied against the renewal term’s fees, or paid if the agreement has ended, except where Egnyte terminated for the customer’s breach.[3] The credits are the sole and exclusive remedy for missing the SLA.[3] Importantly, the SLA subsection does not apply to customers spending less than $12,000 in subscription fees per year, and Beta Services are excluded from service level commitments.[1]
Liability, indemnity and law
Except for indemnification claims, property damage, personal injury or fraud, each party’s aggregate liability is capped at the fees paid or payable in the twelve months before the incident, and indemnification claims are capped at two times that amount. Neither party is liable for lost profits or indirect or consequential damages, with the same exceptions.[1] Egnyte defends and indemnifies the customer against third-party claims that the Services infringe intellectual property rights, with a refund of prepaid fees on a 60-day termination if the right to use cannot be preserved.[1] The agreement is governed by Delaware law, with the state and federal courts of Delaware having jurisdiction, except that a city, county or state government customer remains silent on law and venue.[1]
Channel purchases and confidentiality
If a later purchase is made through a channel partner, the agreement continues to apply as if the customer had bought directly. If the partner does not pay on time, Egnyte reserves its rights and the customer remains jointly and severally liable.[1] The terms of the agreement, including pricing, are Confidential Information, so a customer should not share its Order Form prices with other vendors or benchmarking groups without checking its confidentiality obligations.[1]
Out of scope
The Data Protection Addendum, the privacy policy, sub-processor lists and the Business Associate Agreement text are outside this article. The terms also include sanctions and export clauses that exclude the countries on the U.S. Treasury sanctions programmes page, and a business conduct policy referenced by link.[1]