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LICENSE
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BOX
SOFTWARE LICENSE AGREEMENT
(v.20170516)
BOX UI ELEMENTS
This "Agreement" forms a legally binding agreement between Box (as defined in
Section 14) and you ("Developer") that governs Developer's right to access and
use this SDK (as defined below).
DEVELOPER'S RIGHT TO USE THE SDK IS SUBJECT TO DEVELOPER'S ACCEPTANCE OF AND
CONTINUING COMPLIANCE WITH THIS AGREEMENT. Developer accepts this Agreement by
either: (a) clicking an option to "accept" or "agree" to this Agreement, where
such option is made available by Box; or (b) by actually using the SDK, in
which event Developer hereby agrees that such use constitutes acceptance of
this Agreement from that time onwards. Developer will not use the SDK and will
not accept this Agreement if Developer is barred from using the SDK under the
laws of the United States or other countries including the country in which
Developer is a resident or in which Developer access or uses the SDK. If the
individual accepting this Agreement is doing so on behalf of an employer or
other entity, such individual represents and warrants that such individual has
full legal authority to bind such employer or other entity to this Agreement;
and, if the individual does not have the requisite authority, the individual
may not accept the Agreement or use the SDK on behalf of such employer or
other entity. IF DEVELOPER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT,
DEVELOPER MUST NOT USE THE SDK AND MAY NOT OFFER OR CREATE APPLICATIONS OR
SERVICES THAT INTERACT WITH THE SDK.
This Agreement does not govern use of any Box software or services other than
the SDK. See the relevant agreements accompanying the other Box software or
services for their respective governing terms.
1. General. The "SDK" means the Box software development kit, including any
subsequent updates or upgrade made available to Developer, and any
associated documentation, software code, or other materials made
available by Box to assist Developer in developing solution(s) (each a
"Developer Application") that are customizable and responsive web based
UI components, optimized for web and mobile that enable certain features
and functionality with respect to Box's cloud-based content collaboration
service ("Box Service"). This Agreement applies to any SDK provided by
Box or that includes, displays, or links to this Agreement, and to any
updates, supplements or support services for this SDK. Developer may only
use this SDK to develop a Developer Application that interoperates with
the Box Service and to certify compatibility of Developer's Product(s)
with the Box Service.
Box reserves the right to discontinue offering the SDK (or any updates
thereto) or to modify the SDK at any time in its sole discretion.
Free/open source software components distributed in this SDK are licensed
to Developer under the terms of the applicable free/open source license
agreements and such free/open source software licenses can be found in
the THIRD_PARTY_LICENSES file in the same source directory as this file.
2. Use Rights & Requirements.
a. Subject to Developer's compliance with the terms of this Agreement,
Developer may:
i. download, install, and use the SDK on its devices solely to design,
develop, and test Developer Application(s);
ii. make a reasonable number of copies of the SDK as necessary to
develop Developer Application(s), provided that Developer
reproduces complete copies of the SDK, including without
limitation all "read me" files, copyright notices, and other legal
notices and terms; and
iii. use, reproduce, modify, and distribute the sample code included in
the SDK only as embedded in a Developer Application that complies
with the technical limitations and the Acceptable Use Policy (set
forth in Exhibit A hereto) ("AUP").
b. Developer shall ensure the Developer Application displays prominently,
and made apparent to each end-user of the Developer Application, the
following notice and disclaimer in full:
"Copyright 2017 Box, Inc. All rights reserved.
This product includes software developed by Box, Inc. ("Box")
(http://www.box.com)
ALL BOX SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.
IN NO EVENT SHALL BOX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
See the Box license for the specific language governing permissions
and limitations under the license."
3. Restrictions. Except as set forth above, Developer may not:
a. distribute, sell, lease, rent, lend, or sublicense the SDK (or any copy
or portion thereof);
b. use the SDK to create, design, or develop anything other than Developer
Application(s);
c. modify or distribute any portion of the SDK, or distribute any
Developer Application, in any way that would subject any portion of the
SDK to an Excluded License. An "Excluded License" is a license that
requires, as a condition of use, modification, or distribution of code
subject to that license, that the code be disclosed or distributed in
source code form or that others have the right to modify the code;
d. create or attempt to create a product that mimics or interferes with
the communications and commands between Box's API services; or
e. use the SDK: (i) to violate the AUP; (ii) to circumvent any technical
or licensing restrictions of the Box Service; or (iii) in violation of
any U.S. denied party-list, embargoed country restriction, export law
or regulation.
4. Contributions. Developer Contributions (as defined in the "Contributor
License Agreement" (CLA)), made by the Developer pursuant to the rights
granted or permitted under this Agreement, are subject to the following:
a. Developer shall comply with the Contribution policy set forth in the
CONTRIBUTING.md file in the same source directory as this file;
and
b. For each Contribution, Developer shall agree to the Box "Contributor
License Agreement" (or "CLA") located here:
https://developer.box.com/docs/box-ui-elements-cla.
5. Feedback. Developer may, from time to time, provide feedback to Box
concerning the functionality and performance of the SDK or Box Service
including, without limitation, identifying potential errors and
improvements ("Feedback"). In such event, Box may freely use and exploit
any such Feedback without any obligation to Developer, unless otherwise
agreed upon in writing. Developer hereby assigns to Box any proprietary
right that Developer may have in or to any modification, enhancement,
improvement or change in or to the Box Service based upon any Feedback from
Developer.
6. Box Independent Development. Nothing in this Agreement will impair Box's
right to develop, acquire, license, market, promote or distribute products,
software or technologies that perform the same or similar functions as, or
otherwise compete with, any Developer Application or other products,
software or technologies that Developer may develop, produce, market, or
distribute.
7. Support. Box does not provide technical or other support for the SDK under
this Agreement.
8. Termination. This Agreement becomes effective on the date Developer first
uses the SDK and will continue as long as Developer is in compliance with
the terms specified herein or until otherwise terminated. Either party may
terminate this Agreement upon thirty days written notice if the other party
is in material breach of any term of this Agreement. Developer agrees, upon
termination, to immediately destroy all copies of the SDK within the
Developer's possession or control. The following Sections survive any
termination of this Agreement: Sections 4, 5, 9, 11, 12, 13, 15, 16 and 17.
9. Ownership. The SDK is licensed, not sold. Box reserves all other rights not
granted herein. The parties acknowledge that, as between the parties:
a. Box or its licensors retain complete ownership of all Intellectual
Property Rights in and to the SDK; and
b. Developer or its licensors retain complete ownership of all
Intellectual Property Rights in the Developer Application(s) (subject
to Box's underlying ownership of the Intellectual Property Rights in
and to the SDK).
Nothing in this Agreement will be construed to transfer or assign any
Intellectual Property Rights of either party to the other. "Intellectual
Property Rights" means any and all rights under patent law, copyright law,
trade secret law, trademark law, and any and all other proprietary rights.
10. Data Privacy. Developer agrees that Box may periodically collect, process
and store Technical Data. "Technical Data" means technical data and
related information about the Developer Application and Developer's
device, system, peripherals, account and Developer's use of the SDK,
including without limitation:
a. internet protocol address;
b. hardware identification;
c. operating system;
d. application software;
e. peripheral hardware;
f. number of active plugins and software development kits;
g. the successful installation and launch of SDK;
h. number and type of API calls; and
i. SDK usage statistics (e.g., as implemented by analytics calls in the
SDK).
Box will use Technical Data for internal statistical and analytical
purposes to facilitate support, invoicing or online services, the
provisioning of updates, to study usage patterns to improve the SDKs, and
the development of the Box Service. Box may transfer Technical Data to
other companies in the Box group from time to time. Developer acknowledges
that correspondence and log files generated in conjunction with a request
for support services may contain sensitive, confidential or personal
information. Developer is solely responsible for taking the steps
necessary to protect such data, including obfuscating the logs or
otherwise guarding such information prior to sending it to Box. For each
Developer Application, Developer will provide a privacy policy describing
information collected by such Developer Application and Developer's
privacy practices. Any privacy policy created by Developer for any
Developer Application will be at least as restrictive as Box's
then-current privacy policy ("Box Privacy Policy") found at
https://www.box.com/static/html/privacy.html. Developer will comply and
ensure that the Developer Application complies with the Box Privacy Policy
and any privacy policy it creates for a Developer Application.
11. DISCLAIMER OF WARRANTIES. THE SDK IS PROVIDED "AS IS" WITHOUT ANY
WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
BOX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF
HARMFUL COMPONENTS, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH AN EVENT THE
ABOVE EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.
12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL BOX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOST PROFITS, GOODWILL, USE OR DATA) HOWEVER CAUSED, UNDER ANY
THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT,
WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF BOX HAS BEEN ADVISED AS TO THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BOX'S TOTAL AND CUMULATIVE
LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT
EXCEED $50.00. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS
LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13. INDEMNIFICATION. DEVELOPER WILL DEFEND, INDEMNIFY AND HOLD BOX, ITS
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS, FROM AND
AGAINST ANY AND ALL THIRD PARTY CLAIMS AND ALL LIABILITIES, ASSESSMENTS,
LOSSES, COSTS OR DAMAGES RESULTING FROM OR ARISING OUT OF:
a. DEVELOPER'S BREACH OF THIS AGREEMENT;
b. DEVELOPER APPLICATIONS;
c. DEVELOPER'S INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY,
OTHER RIGHTS OR PRIVACY OF A THIRD PARTY; AND/OR
d. MISUSE OF ANY OF THE SERVICES BY A THIRD PARTY WHERE SUCH MISUSE WAS
MADE AVAILABLE BY DEVELOPER'S FAILURE TO TAKE REASONABLE MEASURES TO
PROTECT DEVELOPER'S USERNAME AND PASSWORD AGAINST MISUSE.
Developer will not settle any claim, and no settlement of a claim will be
binding on Box, without Box's prior written consent, which will not be
unreasonably withheld or delayed.
14. Box Entity. The location of Developer will determine the Box entity with
which Developer is contracting under this Agreement and to which Developer
should direct notices under this Agreement, as follows:
+---------------+-------------------+----------------------------------+
| Developer | Box Contracting | Box Notices Sent to |
| Location | Entity | |
+---------------+-------------------+----------------------------------+
| Within | Box, Inc. | LegalOps, Box, Inc. |
| United States | | 900 Jefferson Avenue |
| | | Redwood City, California, 94063 |
| | | United States of America |
+---------------+-------------------+----------------------------------+
| Rest of World | Box.com (UK) Ltd. | LegalOps, Box.com (UK) Ltd |
| | | 64 North Row, 2nd Floor |
| | | London W1K 7LL |
| | | United Kingdom |
+---------------+-------------------+----------------------------------+
15. Confidentiality. "Confidential Information" means all information
disclosed by one Party ("Disclosing Party") to the other Party ("Receiving
Party") that is in tangible form and labeled "confidential" or the like,
or that reasonably should be understood to be confidential given the
nature of the information and the circumstances of the disclosure. The
following information will be considered Confidential Information whether
or not marked or identified as such:
a. non-public materials regarding the SDK or the Box Service;
b. license keys;
c. the terms of this Agreement including all orders and pricing thereto;
and
d. Box's strategic roadmaps, product plans, product designs and
architecture, technology and technical information, security audit
reviews, business and marketing plans, and business processes.
Confidential Information will not include information that as shown by the
Receiving Party's records was:
i. already known to Receiving Party at the time of disclosure by the
Disclosing Party;
ii. was disclosed to the Receiving Party by a third party who had the
right to make such disclosure without any confidentiality
restrictions;
iii. is, or through no fault of the Receiving Party has become,
generally available to the public; or
iv. was independently developed by Receiving Party without use of the
Disclosing Party's Confidential Information.
The Receiving Party will use no less than a reasonable standard of care to
safeguard the Confidential Information received from the Disclosing Party
and will only use the Confidential Information of the Disclosing Party to
exercise its rights and perform its obligations under this Agreement.
Neither party will disclose Confidential Information in violation of the
terms and conditions of this Agreement, to any third party, without the
prior written consent of the other party. Notwithstanding the foregoing
each party may disclose Confidential Information, including the terms and
conditions of this Agreement, without the prior written consent of the
other party:
A. as compelled by law provided that to the extent legally permissible
the Receiving Party gives the Disclosing Party prior notice of such
compelled disclosure and reasonable assistance, at the Disclosing
Party's expense, if the Disclosing Party seeks to contest such
disclosure;
B. in confidence, to legal counsel, accountants, banks, and financing
sources and their advisors;
C. in connection with the enforcement of this Agreement or rights
under this Agreement;
D. the terms and conditions of this Agreement in confidence, in
connection with an actual or proposed merger, acquisition, or
similar transaction; or
E. to respond to an emergency which Box believes in the good faith
requires Box to disclose information to assist in preventing the
death or serious bodily injury of any person.
16. Governing Law/Venue. This Agreement will be construed and enforced in all
respects in accordance with the laws of the State of California, U.S.A.,
without reference to its choice of law rules. The parties specifically
exclude from application to the Agreement the United Nations Convention on
Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act. Developer hereby irrevocably and
unconditionally consents to the exclusive jurisdiction and venue in the
state and federal courts sitting in Santa Clara County, California. In
any such dispute, the prevailing party will be entitled to recover its
reasonable attorneys' fees and expenses from the other party.
17. General. Developer will not, directly, indirectly, by operation of law or
otherwise, assign all or any part of this Agreement or its rights
hereunder or delegate performance of any of its duties hereunder without
the prior written consent of Box. This Agreement sets forth the entire
understanding of the parties and supersedes any and all prior oral and
written agreements or understandings between the parties regarding the
subject matter of this Agreement. Any modifications of this Agreement must
be in writing and signed by both parties hereto. The failure of either
party to insist upon or enforce strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under
this Agreement will not be construed as a waiver or relinquishment to any
extent of such party's right to assert or rely upon any such provision,
right or remedy in that or any other instance; rather, the same will
remain in full force and effect. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder
of this Agreement will continue in full force and effect. The parties will
promptly replace such void or unenforceable provision with a valid and
enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable
provision. The parties are entering into this Agreement as independent
contracting parties. Neither party will have, or hold itself out as
having, any right or authority to incur any obligation on behalf of the
other party. This Agreement will not be construed to create an
association, joint venture or partnership between the parties or to impose
any partnership liability upon any party. If at any time Developer has any
questions about this Agreement, the Developer Web Site or the Developer
Services, Developer should contact Box at
https://developer.box.com/docs#section-developer-support.
Exhibit A
BOX UI ELEMENT ACCEPTABLE USE POLICY
Acceptable Use Policy. Developer shall not, and shall not use the SDKs to:
a) Do anything illegal, or facilitate, promote or encourage any illegal
activities (gambling, etc.), or otherwise violate applicable law;
b) Invade the privacy of any person;
c) Engage in any activity that interferes with, plagiarizes, copies, or
disrupts the Box Service or any Box API;
d) Remove or modify any copyright, trademark or other proprietary rights
notice, or any specific element or phrase attributing part of the
technology to Box, on or in the SDKs or on any materials printed or
copied off of the SDKs;
e) Interfere with the servers or networks connected to the Box Service or
violate any of the procedures, policies or regulations of networks
connected to the Box Service including attempting to gain unauthorized
access to the Box Service, user accounts, computer systems or networks
connected to the Box Service through hacking, password mining or any
other means;
f) Use any robot, spider, service search/retrieval application, or other
automated device, process or means to maliciously access, retrieve,
scrape, or index the Box Service;
g) Upload or otherwise transmit any material containing software viruses
or other computer code, files or programs designed to interrupt,
destroy, or limit the functionality of any software or hardware;
h) Facilitate the transmission or storage of any material depicting or
promoting sexually explicit or pornographic material, violence, or
discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age or that could otherwise give rise to any
civil or criminal liability under applicable laws or regulations;
i) Harass, threaten, incite, degrade, intimidate, deceive or mislead
anyone;
j) Infringe or violate any rights of Box, or any third party, including
any intellectual property rights (e.g., patents, copyrights,
trademarks, trade secrets or other personal or proprietary right),
rights of privacy or publicity which includes not facilitating or
engaging in the unauthorized use, distribution, or exploitation of
copyrighted materials or content;
k) Collect, or facilitate the collection of, any information or data of
any kind for any unlawful purpose;
l) Intercept, monitor, or modify the communications of others;
m) Disseminate "spam," "junk mail," "phishing," "chain letters," "pyramid
schemes," illegal contests or sweepstakes, spyware, adware, viruses,
worms, Trojan horses, time bombs, or any other type of malware or
malicious code;
n) Install software: (i) to perform hidden activities without the
end-user's consent; (ii) that may harm or alter an end-user's system;
(iii) that is downloaded as a hidden component of other software; or
(iv) that is automatically downloaded in whole or in part without
express end-user consent; and
o) Promote or encourage illegal or controlled products or services.