Terms of Service
As of May 31, 2012
LEGALLY BINDING AGREEMENT
Box, Inc. (“Box”) is making the
Box Service (as defined below) available to you (“You” or “Your”) because You
are a faculty member, staff member or student of University of Pennsylvania
(“Education Institution”) or You have otherwise been invited by Educational
Institution 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 among You, Box and Educational Institution.
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 Educational Institution. 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 Educational
Institution’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 Educational
Institution, as they may be updated and/or newly created by Educational
Institution from time to time (collectively, the “Institutional Policies”); and,
such Institutional Policies are hereby incorporated into and made a part of
Your use of the Box Service is
(except to the extent inconsistent with the written agreement that gives
Educational Institution the right to provide the Box Service to You); and, such
Your access to and use of the Box
Service are governed exclusively by this Agreement, which includes the
Any other terms of service that are posted at Box’s website located at http://www.box.com (the “Site”) or
that are otherwise provided by Box will not be deemed applicable to Your access
to or use of the Box Service. In the
event You have any questions about this Agreement, You should contact Educational
Institution’s Information Systems & Computing by email at email@example.com
IF YOU ARE AT ALL UNCLEAR ABOUT
HOW THIS AGREEMENT (INCLUDING ANY INSTITUTIONAL POLICIES AND THE PRIVACY
POLICY) 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
AS APPLICABLE, DISCUSS THE MATTER WITH YOUR SUPERISOR OR THE STEWARD OF THE
DATA FOR WHICH YOU ARE THE CUSTODIAN, OR CONTACT THE OFFICE OR DIRECTOR OF
INFORMATION TECHNOLOGY POLICY 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.
Educational Institution may, from
time to time, deem it necessary to make changes to this Agreement. In the event Educational Institution makes
changes to this Agreement, Educational Institution will endeavor to inform You
that changes have been made to this Agreement (except that with respect to any
Institution Policy, Educational Institution’s obligation, if any, to endeavor
to notify you as to changes to such Institutional Policy will be governed by
the terms of such Institutional Policy).
You, however, have the obligation to routinely check the following
webpage http://www.upenn.edu/computing/box 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 the Educational Institution to You to
enable You to access and use such service in connection with Your being a
faculty member, staff member or student of Educational Institution or otherwise
being invited by the Educational Institution 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
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:
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.
will not engage in unlawful or illegal activity, including, without limitation,
by engaging in unauthorized access or unauthorized use of the Box Service or
any accounts, computers or networks related to the Box Service.
will not view any information that You are not authorized to view nor will You
attempt to view or obtain any data through any means from the Box Service that
You are not authorized to access or view.
will not use the Box Service to breach or violate any confidentiality
obligations or privacy requirements, including, without limitation, by
collecting or harvesting confidential information.
will not use the Box Service to misappropriate or violate the rights of any
third party, including, without limitation, using the Box Service to store,
send, or make available materials protected by intellectual property rights of
third parties without the permission of the owner of the intellectual property
rights, unless otherwise permitted by applicable law.
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
will not damage, disrupt, interfere with, diminish, or render inaccessible or
unusable the Box Service, the Site or others’ equipment or software or others’
data, communications or use of the Box Service, or attempt to do so, or
encourage or assist others to do so.
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.
will not use the Box Service to engage in fraudulent activity.
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.
will not use the Box Service to abuse, harass, stalk, threaten, or otherwise
violate the legal rights of others.
will not use the Box Service to libel or defame others.
will not use the Box Service to store, host, view or distribute child
will not resell or charge others for the Box Service, either directly or
will not attempt to reverse engineer any software provided in connection with
the Box Service.
will not take any action that encourages or assists others in engaging in any
acts prohibited under this Agreement (including, without limitation, providing
others with the ability to access data they should not be able to access).
will not use the Box Service to misrepresent Your identity or impersonate any
will not use the Box Service to participate in pyramid schemes or chain
will not use the Box Service for commercial purposes that are unrelated to the
will abide by reasonable administrative directives issued by Box 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
confirm that storing such Data on the Third Party Site would not violate any
Institutional 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 Institutional 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 Educational Institution do not have any control over the rules
of use set forth by the operator(s) of Third Party Sites. Box and Educational Institution are not
responsible for any Third Party Sites You access with the Box Service, and You
irrevocably waive any claim against Box, the University Corporation for
Advanced Internet Development d/b/a Imternet2 (“Internet2”) or the Educational
Institution with respect to such Third Party Sites. It will be Your responsibility to comply with
the rules of use set for the 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 Institutional 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 Institutional 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 Educational Institution do not have any control over the terms
and conditions set forth in any such separate end user license agreements. Box and Educational Institution are not
responsible for any Third Party Apps You access with the Box Service, and You
irrevocably waive any claim against Box, Internet2 or the Educational
Institution 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
IF YOU ARE UNCLEAR ABOUT HOW
INSTITUTIONAL POLICIES APPLY TO YOUR USE OF THE BOX SERVICE OR HOW THIS
ACCESSING, DOWNLOADING AND/OR USE OF THIRD PARTY SOFTWARE OR THIRD PARTY APPS
IN CONNECTION WITH THE BOX SERVICE, 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 OFFICE OR DIRECTOR OF INFORMATION TECHNOLOGY
POLICIES. YOU SHOULD BE AWARE THAT IN
SOME INSTANCES INSTITUTIONAL POLICIES MAY, AMONG OTHER THINGS, PROHIBIT OR
RESTRICT (1) YOUR USE OF THE BOX SERVICE, OR (2) YOUR RIGHT TO UPLOAD, ACCESS,
DOWNLOAD OR USE CERTAIN DATA OR THIRD PARTY SOFTWARE OR THIRD PARTY APPS.
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 Educational Institution 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
Disciplinary Actions and Legal Actions
Without limitation of Educational
Institution’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
Educational Institution relating to Your use of information or information
technology resources, disciplinary action taken by Educational Institution
against You in accordance with Institutional Policies and/or in legal action
taken by Educational Institution or Box against You.
VI. Right to Access
Educational Institution will have
the right to access Your Data in accordance with the Institutional
Policies. Box may also access Your Data
in accordance with the terms and conditions of the agreement between Internet2
and Educational Institution pursuant to which Box is providing the Box Service
to You. Subject to the terms and
conditions of the written agreement that gives Educational Institution 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.
VII. Notices and
Procedure for Making Claims of Copyright Infringement
Box and Educational Institution
respect copyright law require You to do the same. Box and Educational Institution 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. BOX AND EDUCATIONAL INSTITUTION MAKE 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 EDUCATIONAL
INSTITUTION, BOX, NOR INTERNET2, NOR ANY OF THEIR 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 THESE 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 BOX, EDUCATIONAL INSTITUTION AND
INTERNET2 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 where the main campus
of the Educational Institution is located, excluding the conflicts of law
principals 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 Box
or Educational Institution 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 right under this Agreement to a
third party; any assignment or transfer by You will be deemed void from