Box, Inc. (“Box”) is making the Box Service (as defined below) available to you (“You” or “Your”) because You are an employee of PennEngineering® or You have otherwise been invited by PennEngineering to access and use the Box Service. Please read these terms of service carefully before using the Box Service. These terms of service govern Your access to and use of the Box Service and constitute a legally binding agreement (this “Agreement”) by and between You and PennEngineering.
Irrespective of the physical location from which You access or use the Box Service, You will be considered to be accessing or using information technology at PennEngineering. Therefore, in addition to the obligations set forth in this Agreement, in connection with Your access to and use of the Box Service, You will, at all times, fully comply with all of PennEngineering’s policies, practices (whether or not in writing), procedures, rules and acceptable and/or responsible use agreements that apply to Your access and/or use of information technology resources at PennEngineering, as they may be updated and/or newly created by PennEngineering from time to time (collectively, the ” PennEngineering Policies”); and, such PennEngineering Policies are hereby incorporated into and made a part of this Agreement. PennEngineering Policies include, without limitation, the Code of PennEngineering as applicable to You.
Your access to and use of the Box Service are governed exclusively by this Agreement, which includes the PennEngineering Policies and the Box Policies. In the event You have any questions about this Agreement, You should contact PennEngineering’s Box Support Team.
IF YOU ARE AT ALL UNCLEAR ABOUT HOW THIS AGREEMENT (INCLUDING ANY PENNENGINEERING POLICIES AND THE BOX POLICIES) APPLIES TO YOUR ACCESS TO OR USE OF THE BOX SERVICE OR YOU THINK THAT YOUR ACCESS TO OR USE OF THE BOX SERVICE WOULD BE IN VIOLATION OF THIS AGREEMENT (INCLUDING ANY PENNENGINEERING POLICIES OR THE BOX POLICIES), YOU SHOULD, AS APPLICABLE, DISCUSS THE MATTER WITH YOUR SUPERVISOR OR THE STEWARD OF THE DATA FOR WHICH YOU ARE THE CUSTODIAN, OR CONTACT THE PennEngineering BOX TEAM BEFORE ACCESSING OR USING THE BOX SERVICE.
PLEASE BE AWARE, AND YOU HEREBY AGREE, THAT YOUR ACT OF ACCESSING OR USING THE BOX SERVICE, WITHOUT ANY OTHER ACTION ON YOUR PART, INDICATES THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT UNDER ANY CIRCUMSTANCES ACCESS OR USE THE BOX SERVICE.
PennEngineering may, from time to time, deem it necessary to make changes to this Agreement. In the event PennEngineering makes changes to this Agreement, PennEngineering will endeavor to inform You that changes have been made to this Agreement (except that with respect to any PennEngineering Policy, PennEngineering’s obligation, if any, to endeavor to notify you as to changes to such PennEngineering Policy will be governed by the terms of such PennEngineering Policy). You, however, have the obligation to routinely check the following webpage (https://www.pemnet.com/box-terms-conditions/ ) to keep apprised of any changes made to this Agreement. Unless otherwise specified, changes made to this Agreement will be effective when they are posted to such web page. IF YOU DO NOT AGREE WITH ANY CHANGES THAT HAVE BEEN MADE TO THIS AGREEMENT IN THE INTERIM, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO TERMINATE YOUR USE OF THE BOX SERVICE.
I. The Box Service
As used in this Agreement, “Box Service” means Box’s hosted proprietary storage service providing online file storage and internet file sharing among users, together with all software provided or made available by Box and/or PennEngineering to You to enable You to access and use such service in connection with Your being an employee of PennEngineering or otherwise being invited by PennEngineering to access and use such service. Except for the rights granted in this Agreement, You, have no right, title, or interest in or to the Box Service. You agree that Box or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Box Service.
II. Code of Conduct
You are responsible for all data and content that You upload to the Box Service or otherwise create using the Box Service (collectively, “Data”). In addition to any other terms and conditions of this Agreement, YOU AGREE TO ABIDE BY THE FOLLOWING RULES IN CONNECTION WITH YOUR ACCESS TO AND/OR USE OF THE BOX SERVICE:
• You will not use the Box Service in any manner or for any purpose other than as expressly permitted by this Agreement, the then current published written or electronic documentation specifying the functionality of the Box Service made generally available by Box to its customers or end users, or the Box Policies.
• You will not sell, lend, rent, resell, lease, or sublicense the Box Service to any third party.
• You will not modify, alter, tamper with, repair or otherwise create derivative works of any software used to provide the Box Service.
• You will not reverse engineer, disassemble or decompile the Box Service, or attempt to derive source code from the Box Service.
• You will not remove, obscure or alter any proprietary right notice related to the Box Service.
• You will not use the Box Service to send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages.
• You will not store or transmit Data: (1) that is illegal to store or transmit; (2) containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material, (3) containing any material that encourages conduct that could constitute a criminal offense, (4) that violates the intellectual property rights or rights to the publicity or privacy of others, or (5) that contains malicious code.
• You will not interfere with or disrupt servers, networks or other equipment connected to or used to support the Box Service or other Box’s users’ access to the same, or violate the regulations, policies or procedures of such networks.
• You will not access or attempt to access other accounts hosted by the Box Service or other computer systems or networks not covered by this Agreement, for which it does not have permission, through password mining or any other means.
• You will not access or use the Box Service in a way intended to avoid incurring fees or hiding usage that exceeds usage limits or quotas if any.
• You will not share passwords or other access information or devices or otherwise authorize any third party to access or use the Box Service on Your behalf.
• You represent, warrant and covenant that You have all necessary rights in and to all Data You upload to the Box Service or otherwise create using the Box Service, and that the storage of such Data on the Box Service is proper and legal.
• You will not initiate a denial of service attack from or against the Box Service or release a virus, trojan horse, worms or other malware or spyware from or against the Box Service.
• You will not use the Box Service to engage in fraudulent activity.
• You will not use the Box Service to perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data.
• You will not use the Box Service to abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.
• You will not use the Box Service to libel or defame others.
• You will not use the Box Service to store, host, view or distribute child pornography.
• You will not use the Box Service to misrepresent Your identity or impersonate any person.
• You will not use the Box Service for commercial purposes that are unrelated to PennEngineering.
• You will abide by reasonable administrative directives issued by PennEngineering from time to time concerning the access or use of the Box Service.
III. Third Party Sites and Third Party Software Applications
When You use the Box Service, certain features or functionality of the Box Service may enable You to transmit data to sites on the Internet that are owned and/or operated by parties other than Box (“Third Party Sites”). Before You use the Box Service to transmit Data on a Third Party Site, You must first confirm that storing such Data on the Third Party Site would not violate any PennEngineering Policies that are applicable to You and/or the Data. If You choose to store Data on any Third Party Sites, in addition to any PennEngineering Policies that may be applicable to Your use of Third Party Sites, Your use of and the Data stored with such Third Party Sites will be subject to and governed by the rules of use set forth by the operator(s) of the Third Party Site(s). Box and PennEngineering do not have any control over the rules of use set forth by the operator(s) of Third Party Sites. Box and PennEngineering are not responsible for any Third Party Sites You access with the Box Service, and You irrevocably waive any claim against Box or PennEngineering with respect to such Third Party Sites. It will be Your responsibility to comply with the rules of use set forth by the operator(s) of Third Party Sites.
You may be able to access and/or download from the Site and/or Third Party Sites software applications that third parties have created or may in the future create that allow users to access and use certain functionality and features of the Box Service (“Third Party Apps”). Before You access, download and/or use any Third Party Apps, You must first confirm that doing so would not violate any PennEngineering Policies that are applicable to You and/or the Data. If You access, download and/or use any Third Party Apps, in addition to any PennEngineering Policies that may be applicable to Your accessing, downloading and/or use of Third Party Apps, Your accessing, downloading and/or use of Third Party Apps will be subject to and governed by the terms and conditions set forth in one or more separate end user license agreements entered into between You and the creators, publishers, providers and/or vendors of Third Party Apps. Box and PennEngineering do not have any control over the terms and conditions set forth in any such separate end user license agreements. Box and PennEngineering are not responsible for any Third Party Apps You access with the Box Service, and You irrevocably waive any claim against Box or PennEngineering with respect to such Third Party Apps. It will be Your responsibility to comply with the terms and conditions set forth in any such separate end user license agreements.
IV. Suspension and Termination of Your Use of the Service
If You breach or violate the terms and conditions of this Agreement, Your access to and use of the Box Service may be suspended or terminated without prior notice to You. In addition, Your access to and use of the Box Service may be suspended or terminated without prior notice to You in the event PennEngineering deems it necessary and acceptable to do so. You acknowledge that if Your access to and/or use of the Box Service is suspended or terminated, it is possible that You may no longer have access to the Data that You uploaded to the Box Service or otherwise created using the Box Service.
V. Sanctions, Disciplinary Actions and Legal Actions
Without limitation of PennEngineering’s or Box’s other rights or remedies, You acknowledge and agree that a breach by You of this Agreement may result in sanctions imposed by PennEngineering relating to Your use of information or information technology resources, disciplinary action taken by PennEngineering against You in accordance with PennEngineering Policies and/or in legal action taken by PennEngineering or Box against You.
VI. Right to Access Data
PennEngineering will have the right to access Your Data in accordance with PennEngineering Policies. Box may also access Your Data in accordance with the terms and conditions of the agreement between PennEngineering and Box pursuant to which Box is providing the Box Service to You. Subject to the terms and conditions of the written agreement that gives PennEngineering the right to provide the Box Service to You, by using the Box Service, You hereby grant Box and its contractors an irrevocable, royalty-free, worldwide license to use, copy, and publicly display Your Data for the sole purpose of providing the Box Service to You or to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law.
VII. Notices and Procedure for Making Claims of Copyright Infringement
Box and PennEngineering respect copyright law and require You to do the same. Box and PennEngineering expressly prohibit the use of the Box Service for the illegal transmission of copyrighted material, and will, if notified by content owners, disable copyrighted material from being transmitted via the Box Service.
VIII. Disclaimer and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BOX SERVICE IS BEING PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. PENNENGINEERING MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE BOX SERVICE FOR USE FOR YOUR PURPOSES, EXCEPT AS OTHERWISE PROVIDED HEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PENNENGINEERING NOR ITS RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES OR CONTRACTORS, WILL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
IF YOU ARE DISSATISFIED WITH THE BOX SERVICE FOR ANY REASON, OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE BOX SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PENNENGINEERING AND THEIR RESPECTIVE AFFILIATES, CONTRACTORS, EMPLOYEES AND AGENTS, TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED IN THE AGGREGATE TO DIRECT DAMAGES UP TO THE AMOUNT OF FIVE DOLLARS (USD $5.00) OR THE MINIMUM AMOUNT ALLOWED BY LAW, WHICHEVER IS GREATER.
IX. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the state of Pennsylvania, excluding the conflicts of law principles of such state.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect. The failure of PennEngineering to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect. You are prohibited from assigning this Agreement or transferring Your rights under this Agreement to a third party; any assignment or transfer by You will be deemed void from inception.