Box Referral Terms

Last Updated: April 20, 2026
 

THESE BOX REFERRAL TERMS (THE “ TERMS ”) ARE A LEGALLY BINDING TERMS BY AND BETWEEN BOX, INC. (“BOX”) AND THE INDIVIDUAL OR ENTITY SUBMITTING A REFERRAL (“COMPANY” OR “YOU”).

BY SUBMITTING THIS REFERRAL, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE SUCH SUFFICIENT AUTHORITY TO BIND THE ENTITY TO THESE TERMS. ACCORDINGLY, THE TERMS “COMPANY” OR “YOU” SHALL REFER TO SUCH ENTITY. BOX AND COMPANY ARE SOMETIMES REFERRED TO HEREIN COLLECTIVELY AS THE “PARTIES” OR INDIVIDUALLY A “PARTY”. BOX MAY REVISE AND UPDATE THESE TERMS AT ANYTIME.

Section 1. Definitions 

“Anti-Corruption Legislation” means any applicable anti-bribery or anti-corruption legislation, regulations, and administrative requirements, including, but not limited to, the Foreign Corrupt Practices Act enacted by the United States and the Bribery Act 2010 enacted by the United Kingdom.

“Box Service” means the cloud-based, content collaboration software-as-a-service application provided by Box (including Box Software) . 

“Confidential Information” means all information disclosed by Box to Company which 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 marked or identified as such: (a) the Box Service; and (b) the Disclosing Party’s strategic roadmaps, product plans, product designs and architecture, technology and technical information, security audit reviews, business and marketing plans, payment and account information, and business processes. Confidential Information will not include information that as shown by Company’s records was: (i) already known to Company at the time of disclosure by Box; (ii) was disclosed to Company by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Company has become, generally available to the public; or (iv) was independently developed by Company without use of Box Confidential Information. 

“Customer” means an entity who orders the Box Service for its internal use and not for resale or distribution. 

“Data Protection Legislation” means all applicable laws, rules, and regulations regarding privacy and the lawful processing of Personal Data, including, where applicable, the E.U. General Data Protection Regulation (“E.U. GDPR”), the U.K. Data General Protection Data Protection Regulation, as retained by U.K. law by the European Union (Withdrawal) Act 2018 and renamed by the Data Protection Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020 and the U.K.’s Data Protection Act of 2018 (“U.K. GDPR”) (E.U. GDPR and U.K. GDPR are collectively “GDPR”), the California Consumer Privacy Act, as amended (“CCPA”), and the California Privacy Rights Act (“CPRA”) (CCPA and CPRA are collectively “California Privacy Law”) each as amended or superseded from time to time. 

“Leads.” means a written referral of a potential Customer of the Box Service.” 

“Marks” means the names, trademarks, trade names, drawings, logos and symbols which Box uses to promote and identify the Box Service, and which Box authorizes Company to use subject to these Terms. 

“Net Bookings” means the portion of the annual recurring revenue received by Box associated with the annual contract value or the annual contract value of the first year of a multi-year contract from a Qualified Referral. 

“Public Official” means any of the following: (a) an officer or employee of a foreign, national, local or municipal government whether elected or appointed, including officials holding a legislative, administrative or judicial position of any kind; (b) any person acting in an official capacity or exercising a public function for or on behalf of any government or its instrumentality, such as a professional working for a public health agency; (c) any officer or employee of a public international organization such as the UN or the World Bank; (d) political parties, their officials, and candidates for public office; and (e) employees of State-owned enterprises and state controlled commercial enterprises. 

“Qualified Referral” means a Lead that has been accepted by Box, and subject to these Terms is a valid referral eligible for compensation to Company if it results in a sale of the Box Service consistent with Section 3.

Section 1. Leads 

1.1 Lead Submission and Qualification. Company must submit a lead to Box in writing via this online form designated for receiving referrals in consideration of a referral. Company shall ensure the Lead contains such sufficient information as required by Box to follow up with the prospect. Company will not represent that it has any authority to assume or create any obligation on behalf of Box, or to represent that Company is an agent, employee, involved in a joint venture with Box or that the other party is involved with it in any capacity except as expressly set forth in these Terms. A Lead is ineligible for further review: if Box in its sole discretion determines that the payment of Referral Fees would violate applicable law or is otherwise inconsistent with Box’s then-current business practices. Within a reasonable time after Box receives the Lead, Box shall review, qualify and either accept or reject such Lead.

Section 2. Referral Fees. 

2.1 Payment Terms. If Box executes an eligible Lead from a Qualified Referral within 365 days of accepting the Lead (or such other timeframe as Box and Company may agree to in writing), Box shall pay Company 5% of Net Bookings recorded by Box (the “Referral Fees”). Payments of any Referral Fees shall be made within sixty (60) days of Box’s issuance of an invoice to the Customer. Box’s calculation of the Referral Fees is final. 

2.2 Currency; Fees. All fees and other amounts specified in these Terms are payable in Box’s discretion as Australian Dollars, Canadian Dollars, British Pounds Sterling, Euros, Japanese Yen or United States Dollars. Unless otherwise agreed upon in writing, the maximum amount that Box will pay to Company for any Qualified Referral under these Terms shall not exceed $150,000 USD.

2.3 Exclusions. Box will not be obligated pay Referral Fees on any Qualified Referrals where (a) Box identifies that it has a prior relationship or contact that can be demonstrated by a written business record with the Lead or if the Lead otherwise duplicates existing sales efforts or information( unless approved by Box in writing); (b) Partner will also resell the Box Service to the Customer identified in the Lead either directly or via another (unless approved by Box in writing); (c) the payment of referral fees by Box is prohibited by applicable law; or (c) the payment of Referral Fees to Partner would be otherwise inconsistent with Box’s then-current business practices. Box may provide Partner written approval (email to suffice) of an exception to the exclusions in subsections a and b above. Whether Box approves an exception to one of the above exclusions and the calculation of Referral Fees under such exceptions are each at Box’s sole discretion. 

2.4 No Reimbursements. Company shall not be entitled to reimbursement for any costs that shall have been expended by Company unless otherwise agreed upon by the Parties in a separate writing. Accordingly, Company hereby waives its rights under applicable laws for any such compensation, reimbursement, or damages. 

Section 3. Company Responsibilities 

3.1 Unauthorized Representations. Company will not make any representations or warranties concerning the quality, performance, or other characteristics of the Box Service or other Box products or services, other than those which are consistent in all respects with, and do not expand the scope of, the warranties, in Box's then-current applicable subscription and/or license terms. Company shall not make any representations or other statements about Box services, prices or business practices, except that Company may forward to potential customers unmodified marketing materials provided by Box. Company will defend, indemnify and hold harmless Box from any claims, damages, liability, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with any such unauthorized representation or warranty.

3.2 Consent Compliance. Company represents and warrants that Company has obtained the consents required by applicable Data Protection Legislation for Box to use Leads to engage and undertake the marketing activities and business to business sales contemplated by these Terms prior to delivering the Lead to Box and shall, upon Box’s request, provide evidence of receipt of such consent. Box may request written evidence of Company’s receipt of the required consents, and Company agrees to provide such evidence without undue delay or otherwise no later than 5 calendar days after Box sends such request.

Section 4. Proprietary Rights 

4.1 Ownership. Box retains exclusive ownership of its own content, Marks, the Box Service and all intellectual and other associated proprietary rights therein. If Company uses the Box Service or Marks in the performance of these Terms, it will take all reasonable measures to protect Box's proprietary rights in the offerings. Except as provided herein, the Company is not granted any intellectual property or other proprietary rights in or to Box's offerings.

4.2 Feedback. Company may provide comments, suggestions, and recommendations to Box with respect to the Box Services (including, without limitation, comments, suggestions, and recommendations with respect to modifications, enhancements, improvements, and other changes to the Box Services) (collectively, “Feedback”). Box may freely use and exploit any Feedback without any obligation to Company, unless otherwise agreed upon by the parties in writing. Company hereby assigns to Box any proprietary right that Company may have in or to any modification, enhancement, improvement, or change in or to the Box Services based on any Feedback from Company. 

Section 5. Confidential Information 

5.1 Nondisclosure. Box may disclose Confidential Information to the Company under these terms. Partner will use no less than a reasonable standard of care to safeguard the Box Confidential Information to exercise its rights and perform its obligations under these Terms. Box will not disclose Confidential Information to any third party without the prior written consent of the Company.

5.2 Permitted Disclosure. Box may disclose Confidential Information, including the terms and conditions of these Terms, without the prior written consent of Company, under the following circumstances: (a) as compelled by law, provided that, to the extent legally permissible, Box gives Company prior notice and reasonable assistance, at the Company’s expense, if Company 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 these Terms; (d) the terms and conditions of these Terms, in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction; or (e) to respond to an emergency that Box believes in the good faith requires Box to disclose information to assist in preventing the death or serious bodily injury of any person.

Section 6. Limitation of Liability and Indemnification. 

6.1 DISCLAIMER. BOX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO COMPANY, THE BOX SERVICE, OR OTHER ITEMS FURNISHED UNDER THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, BOX, ITS DISTRIBUTORS, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY: IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; OBLIGATION, LIABILITY, RIGHT, REMEDY, OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY OF BOX (WHETHER ACTIVE, PASSIVE, OR IMPUTED); OR IMPLIED WARRANTY OF NON-INFRINGEMENT.

6.2 Company Indemnity. Company will defend Box, and each of its agents, servants, employees, officers, and directors (collectively, “Box Indemnitees”), from any third-party claim, action demand, dispute, suit, or proceeding and will indemnify the Box Indemnitees from and against any related losses, fines, liabilities, damages, costs, or expenses (including, without limitation, attorneys’ fees), finally awarded against the Box Indemnitees by a government agency or otherwise finally awarded to such third party, by a court of competent jurisdiction or agreed to in settlement, arising out of or related to: (a) any violation of applicable law, including but not limited to a breach of Section 8 (Anti-Corruption) related to Company’s performance under these Terms or (b) breach of Section 4 (Company Responsibilities). Box will give Company:
(i) prompt written notice of any claim, action or demand for which indemnity is claimed; and 
(ii) sole control over the defense and settlement of the claim, if Company will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of Box without Box’s prior written approval; and provide Company with reasonable cooperation, at Company’s expense, in connection with the defense and settlement of the claim. 

6.3 Disclaimer of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BOX BE LIABLE TO COMPANY OR ANY CUSTOMER (WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER THEORY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF BOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THESE TERMS, THE BOX SERVICES, OR DOCUMENTATION OR ANY OTHER ITEMS FURNISHED BY BOX. IN NO EVENT WILL BOX’S AGGREGATE LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER THEORY, TO PARTNER OR ANY CUSTOMER UNDER THESE TERMS EXCEED THE REFERRAL FEES PAID BY BOX TO COMPANY, IF ANY, IN THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to Company.

Section 7. Anti-corruption 

7.1 Compliance with Anti-Corruption Legislation. Company warrants that in performing the duties required under these Terms, it will comply with Anti-Corruption Legislation and shall take no action which would subject Box to penalties under Anti-Corruption Legislation. Company shall have and maintain in place throughout the term of these Terms its own policies and procedures, including but not limited to adequate procedures under Anti-Corruption Legislation, to ensure compliance with the provisions of this Section 8, and will enforce such policies and procedures where appropriate.

7.2 Notice of Non-Compliance: Company agrees to give prompt written notice to Box if, at any time during the term of these Terms, Company has failed to comply with or has breached any of its warranties in this Section 8. In the event Company has not so complied or has breached any of its warranties in this Section 8, these Terms shall be null and void from the time of such non-compliance or breach. This Section 8 shall survive the termination of these Terms and shall continue in effect with respect to all business activities of Box until all such activities have ceased.

Section 8. Miscellaneous 

8.1 Term and Termination. The term of these Terms shall begin on the Effective Date and continue until the earlier of (i) the expiration of the Lead or (ii) such time that Company has been paid a Referral Fee by Box.

8.2 Independent Contractors. Each Party is an independent contractor, not an employee, agent, or franchisee of the other Party. Neither Party will represent or hold itself out as an employee, agent, or franchisee of the other Party. Neither Party will be entitled to or will attempt to create or assume any obligation, express or implied, on behalf of the other Party. These Terms will not be interpreted or construed as creating or evidencing any association, joint venture, or partnership among the Parties or as imposing any partnership or franchisor obligation or liability on any Party.

8.3 Notices. Any notice or other communication under these Terms given by any Party to any other Party will be in writing and will be effective upon delivery as follows: (a) if to Company, when sent via email to the email address Company has provided to Box; and (b) if to Box, when sent via email to legalops@box.com. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

8.4 Governing Law; Dispute Resolution. These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California without regard to its choice of law provisions. If any dispute, controversy or claim cannot be settled by the Parties within thirty (30) days of written notice from either Party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to these Terms, and any subsequent amendments of these Terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, will be finally determined by arbitration conducted by the Judicial Arbiter Group (or, if unavailable, then such other similar group that can provide former judges as arbiters) in accordance with the Rules of Arbitration of the International Chamber of Commerce applicable to commercial disputes (“Rules”) by a single arbiter who will be (a) fluent in written and spoken English and (b) skilled and experienced with cloud or internet services. The arbitration will take place in Santa Clara County, California. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the Parties, and judgment may be entered upon the arbitral award in any court of competent jurisdiction. The arbiter will issue a written opinion setting forth the arbiter’s decision and the reasons therefore within thirty (30) days after the arbitration proceeding is concluded. The foregoing does not limit or restrict either Party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder. Subject to the dispute resolution procedures above, any disputes arising out of or related to these Terms will be subject to the exclusive jurisdiction of the State and Federal courts of Santa Clara County, California.

8.5 Assignment. Neither Party shall assign these Terms without the other Party’s consent.

8.6 Severability. If any provision of these Terms is determined to be invalid, such invalidity will not affect the validity of the remaining portions of these Terms, and the Parties will promptly substitute for the invalid provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid provision.

8.7 Counterparts. These Terms may be executed in counterparts, each of which so executed will be deemed to be an original. Such counterparts together will constitute one and the same terms.

8.8 Non-Waiver. The failure of either Party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect. Further, no waiver will be valid unless set forth in a written instrument signed by the Party to be bound thereby.

8.9 Entire Terms. These Terms constitutes the entire terms, and supersedes any and all prior agreements, between Box and Services Company with regard to the subject matter contained herein. Box will not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is proffered by Services Company in any order, receipt, acceptance, confirmation, correspondence or otherwise, unless Box specifically agrees to such provision in a written instrument signed by Box. No amendment of any of the provisions of these Terms will be valid unless set forth in a written instrument signed by both Parties.

8.10 Third Party Rights. No one other than a Party to these Terms shall have any right to enforce any of its terms. 

8.11. Updates. Box reserves the right to modify these Terms at any time and will notify Company of any material changes to the terms via email notification to the email address associated with the Lead submission.