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network/dropbox: Updated for version 5.4.24. Signed-off-by: Willy Sudiarto Raharjo <willysr@slackbuilds.org>
2016-07-06 07:15:26 +02:00
Dropbox Terms of Service
Posted: November 4, 2015
Thanks for using Dropbox! These terms of service ("Terms") cover your
use and access to our services, client software and websites
("Services"). If you reside outside of the United States of America,
Canada and Mexico (“North America”) your agreement is with Dropbox
Ireland, and if you reside in North America your agreement is with
Dropbox, Inc. Our [45]Privacy Policy explains how we collect and use
your information while our [46]Acceptable Use Policy outlines your
responsibilities when using our Services. By using our Services, you're
agreeing to be bound by these Terms, and to review our [47]Privacy and
[48]Acceptable Use policies. If you're using our Services for an
organization, you're agreeing to these Terms on behalf of that
organization.
Your Stuff & Your Permissions
When you use our Services, you provide us with things like your files,
content, email messages, contacts and so on ("Your Stuff"). Your Stuff
is yours. These Terms don't give us any rights to Your Stuff except for
the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your Stuff, backing
it up, and sharing it when you ask us to. Our Services also provide you
with features like photo thumbnails, document previews, email
organization, easy sorting, editing, sharing and searching. These and
other features may require our systems to access, store and scan Your
Stuff. You give us permission to do those things, and this permission
extends to our affiliates and trusted third parties we work with.
Sharing Your Stuff
Our Services let you share Your Stuff with others, so please think
carefully about what you share.
Your Responsibilities
You're responsible for your conduct, Your Stuff and you must comply
with our [49]Acceptable Use Policy. Content in the Services may be
protected by others' intellectual property rights. Please don't copy,
upload, download or share content unless you have the right to do so.
We may review your conduct and content for compliance with these Terms
and our [50]Acceptable Use Policy. With that said, we have no
obligation to do so. We aren't responsible for the content people post
and share via the Services.
Please safeguard your password to the Services, make sure that others
don't have access to it, and keep your account information current.
Finally, our Services are not intended for and may not be used by
people under the age of 13. By using our Services, you are representing
to us that you're over 13.
Software
Some of our Services allow you to download client software ("Software")
which may update automatically. So long as you comply with these Terms,
we give you a limited, nonexclusive, nontransferable, revocable license
to use the Software, solely to access the Services. To the extent any
component of the Software may be offered under an open source license,
we'll make that license available to you and the provisions of that
license may expressly override some of these Terms. Unless the
following restrictions are prohibited by law, you agree not to reverse
engineer or decompile the Services, attempt to do so, or assist anyone
in doing so.
Beta Services
We sometimes release products and features that we are still testing
and evaluating. Those Services have been marked beta, preview, early
access, or evaluation (or with words or phrases with similar meanings)
and may not be as reliable as Dropbox’s other services, so please keep
that in mind.
Our Stuff
The Services are protected by copyright, trademark, and other US and
foreign laws. These Terms don't grant you any right, title or interest
in the Services, others' content in the Services, Dropbox trademarks,
logos and other brand features. We welcome feedback, but note that we
may use comments or suggestions without any obligation to you.
Copyright
We respect the intellectual property of others and ask that you do too.
We respond to notices of alleged copyright infringement if they comply
with the law, and such notices should be reported using our
[51]Copyright Policy. We reserve the right to delete or disable content
alleged to be infringing and terminate accounts of repeat infringers.
Our designated agent for notice of alleged copyright infringement on
the Services is:
Copyright Agent
Dropbox, Inc.
333 Brannan Street
San Francisco, CA 94107
copyright@dropbox.com
Paid Accounts
Billing. You can increase your storage space and add paid features to
your account (turning your account into a "Paid Account"). We'll
automatically bill you from the date you convert to a Paid Account and
on each periodic renewal until cancellation. You're responsible for all
applicable taxes, and we'll charge tax when required to do so.
No Refunds. You may cancel your Dropbox Paid Account at any time but
you won't be issued a refund [52]unless it's legally required.
Downgrades. Your Paid Account will remain in effect until it's
cancelled or terminated under these Terms. If you don't pay for your
Paid Account on time, we reserve the right to suspend it or reduce your
storage to free space levels.
Changes. We may change the fees in effect but will give you advance
notice of these changes via a message to the email address associated
with your account.
Dropbox Business
Email address. If you sign up for a Dropbox account with an email
address provisioned by your employer, your employer may be able to
block your use of Dropbox until you transition to a Dropbox Business or
Dropbox Enterprise account or you associate your Dropbox account with a
personal email address.
Using Dropbox Business or Dropbox Enterprise. If you join a Dropbox
Business or Dropbox Enterprise account, you must use it in compliance
with your employer's terms and policies. Please note that Dropbox
Business and Dropbox Enterprise accounts are subject to your employer's
control. Your administrators may be able to access, disclose, restrict,
or remove information in or from your Dropbox Business or Dropbox
Enterprise account. They may also be able to restrict or terminate your
access to a Dropbox Business or Dropbox Enterprise account. If you
convert an existing Dropbox account into a Dropbox Business or Dropbox
Enterprise account, your administrators may prevent you from later
disassociating your account from the Dropbox Business or Dropbox
Enterprise account.
Termination
You're free to stop using our Services at any time. We also reserve the
right to suspend or end the Services at any time at our discretion and
without notice. For example, we may suspend or terminate your use of
the Services if you're not complying with these Terms, or use the
Services in a manner that would cause us legal liability, disrupt the
Services or disrupt others' use of the Services. Except for Paid
Accounts, we reserve the right to terminate and delete your account if
you haven't accessed our Services for 12 consecutive months. We'll of
course provide you with notice via the email address associated with
your account before we do so.
Services "AS IS"
We strive to provide great Services, but there are certain things that
we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DROPBOX AND
ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER
EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS
IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don't allow the
disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR
DROPBOX’S OR ITS AFFILIATES’ FRAUD, FRAUDULENT MISREPRESENTATION, OR
GROSS NEGLIGENCE, IN NO EVENT WILL DROPBOX, ITS AFFILIATES, SUPPLIERS
OR DISTRIBUTORS BE LIABLE FOR:
(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, OR
(B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL
THEORY.
THIS WILL BE REGARDLESS OF WHETHER OR NOT DROPBOX OR ANY OF ITS
AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN
IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ADDITIONALLY, DROPBOX, ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL
NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE
SERVICES FOR MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO
DROPBOX FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION.
Some places don't allow the types of limitations in this paragraph, so
they may not apply to you.
Resolving Disputes
Let's Try To Sort Things Out First. We want to address your concerns
without needing a formal legal case. Before filing a claim against
Dropbox, you agree to try to resolve the dispute informally by
contacting dispute-notice@dropbox.com. We'll try to resolve the dispute
informally by contacting you via email. If a dispute is not resolved
within 15 days of submission, you or Dropbox may bring a formal
proceeding.
Judicial forum for disputes. You and Dropbox agree that any judicial
proceeding to resolve claims relating to these Terms or the Services
will be brought in the federal or state courts of San Francisco County,
California, subject to the mandatory arbitration provisions below. Both
you and Dropbox consent to venue and personal jurisdiction in such
courts.
IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY
ARBITRATION PROVISIONS:
We Both Agree To Arbitrate. You and Dropbox agree to resolve any claims
relating to these Terms or the Services through final and binding
arbitration, except as set forth under Exceptions to Agreement to
Arbitrate below.
Opt-out of Agreement to Arbitrate. You can decline this agreement to
arbitrate by [53]clicking here and submitting the opt-out form within
30 days of first accepting these Terms.
Arbitration Procedures. The [54]American Arbitration Association (AAA)
will administer the arbitration under its Commercial Arbitration Rules
and the Supplementary Procedures for Consumer Related Disputes. The
arbitration will be held in the United States county where you live or
work, San Francisco (CA), or any other location we agree to.
Arbitration Fees and Incentives. The AAA rules will govern payment of
all arbitration fees. Dropbox will pay all arbitration fees for claims
less than $75,000. If you receive an arbitration award that is more
favorable than any offer we make to resolve the claim, we will pay you
$1,000 in addition to the award. Dropbox will not seek its attorneys'
fees and costs in arbitration unless the arbitrator determines that
your claim is frivolous.
Exceptions to Agreement to Arbitrate. Either you or Dropbox may assert
claims, if they qualify, in small claims court in San Francisco (CA) or
any United States county where you live or work. Either party may bring
a lawsuit solely for injunctive relief to stop unauthorized use or
abuse of the Services, or intellectual property infringement (for
example, trademark, trade secret, copyright, or patent rights) without
first engaging in arbitration or the informal dispute-resolution
process described above. If the agreement to arbitrate is found not to
apply to you or your claim, you agree to the exclusive jurisdiction of
the state and federal courts in San Francisco County, California to
resolve your claim.
NO CLASS ACTIONS. You may only resolve disputes with us on an
individual basis, and may not bring a claim as a plaintiff or a class
member in a class, consolidated, or representative action. Class
arbitrations, class actions, private attorney general actions, and
consolidation with other arbitrations aren't allowed.
Controlling Law
These Terms will be governed by California law except for its conflicts
of laws principles, unless otherwise required by a mandatory law of any
other jurisdiction.
Entire Agreement
These Terms constitute the entire agreement between you and Dropbox
with respect to the subject matter of these Terms, and supersede and
replace any other prior or contemporaneous agreements, or terms and
conditions applicable to the subject matter of these Terms. These Terms
create no third party beneficiary rights.
Waiver, Severability & Assignment
Dropbox's failure to enforce a provision is not a waiver of its right
to do so later. If a provision is found unenforceable, the remaining
provisions of the Terms will remain in full effect and an enforceable
term will be substituted reflecting our intent as closely as possible.
You may not assign any of your rights under these Terms, and any such
attempt will be void. Dropbox may assign its rights to any of its
affiliates or subsidiaries, or to any successor in interest of any
business associated with the Services.
Modifications
We may revise these Terms from time to time, and will always post the
most current version on our website. If a revision meaningfully reduces
your rights, we will notify you (by, for example, sending a message to
the email address associated with your account, posting on our blog or
on this page). By continuing to use or access the Services after the
revisions come into effect, you agree to be bound by the revised Terms.
If your organization signed a Dropbox Business or Dropbox Enterprise
Agreement with Dropbox, that Agreement may have modified the privacy
policy below. Please [55]contact your organization’s Admin for details.
Dropbox Privacy Policy
Posted: February 12, 2016
Thanks for using Dropbox! Here we describe how we collect, use and
handle your information when you use our websites, software and
services ("Services").
What & Why
We collect and use the following information to provide, improve and
protect our Services:
Account. We collect, and associate with your account, information like
your name, email address, phone number, payment info, and physical
address. Some of our services let you access your accounts and your
information with other service providers.
Services. When you use our Services, we store, process and transmit
your files (including stuff like your photos, [56]structured data and
emails) and information related to them (for example, location tags in
photos). If you give us access to your contacts, we'll store those
contacts on our servers for you to use. This will make it easy for you
to do things like share your stuff, send emails, and invite others to
use the Services.
Usage. We collect information from and about the devices you use to
access the Services. This includes things like IP addresses, the type
of browser and device you use, the web page you visited before coming
to our sites, and identifiers associated with your devices. Your
devices (depending on their settings) may also transmit location
information to the Services.
Cookies and other technologies. We use technologies like [57]cookies
and pixel tags to provide, improve, protect and promote our Services.
For example, cookies help us with things like remembering your username
for your next visit, understanding how you are interacting with our
Services, and improving them based on that information. You can set
your browser to not accept cookies, but this may limit your ability to
use the Services. If our systems receive a DNT:1 signal from your
browser, we'll respond to that signal as outlined [58]here.
With whom
We may share information as discussed below, but we won't sell it to
advertisers or other third-parties.
Others working for Dropbox. Dropbox uses certain trusted third parties
to help us provide, improve, protect, and promote our Services. These
third parties will access your information only to perform tasks on our
behalf and in compliance with this Privacy Policy.
Other users. Our Services display information like your name and email
address to other users in places like your user profile and sharing
notifications. Certain features let you make additional information
available to other users.
Other applications. You can also give third parties access to your
information and account - for example, via [59]Dropbox APIs. Just
remember that their use of your information will be governed by their
privacy policies and terms.
Dropbox Business and Dropbox Enterprise Admins. If you are a Dropbox
Business or Dropbox Enterprise user, your administrator may have the
ability to access and control your Dropbox Business or Dropbox
Enterprise account. Please refer to your employer's internal policies
if you have questions about this. If you are not a Dropbox Business
user but interact with a Dropbox Business or Dropbox Enterprise user
(by, for example, joining a shared folder or accessing stuff shared by
that user), members of that organization may be able to view the name,
email address and IP address that were associated with your account at
the time of that interaction.
Law & Order. We may disclose your information to third parties if we
determine that such disclosure is reasonably necessary to (a) comply
with the law; (b) protect any person from death or serious bodily
injury; (c) prevent fraud or abuse of Dropbox or our users; or (d)
protect Dropbox's property rights.
Stewardship of your data is critical to us and a responsibility that we
embrace. We believe that our users' data should receive the same legal
protections regardless of whether it's stored on our services or on
their home computer's hard drive. We'll abide by the following
[60]Government Request Principles when receiving, scrutinizing and
responding to government requests for our users' data:
* Be transparent,
* Fight blanket requests,
* Protect all users, and
* Provide trusted services.
Please visit our [61]Government Request Principles and [62]Transparency
Report for more detailed information.
How
Security. We have a team dedicated to keeping your information secure
and testing for vulnerabilities. We also continue to work on features
to keep your information safe in addition to things like two-factor
authentication, encryption of files at rest, and alerts when new
devices and apps are linked to your account.
Retention. We'll retain information you store on our Services for as
long as we need it to provide you the Services. If you delete your
account, we'll also delete this information. But please note: (1) there
might be some latency in deleting this information from our servers and
back-up storage; and (2) we may retain this information if necessary to
comply with our legal obligations, resolve disputes, or enforce our
agreements.
Where
Around the world. To provide you with the Services, we may store,
process and transmit information in the United States and locations
around the world - including those outside your country. Information
may also be stored locally on the devices you use to access the
Services.
Safe Harbor. Dropbox complies with the EU-U.S. and Swiss-U.S. Safe
Harbor ("Safe Harbor") frameworks and principles. We have certified our
compliance, and you can view our certifications [63]here. You can learn
more about Safe Harbor by visiting [64]http://export.gov/safeharbor.
JAMS is the independent organization responsible for reviewing and
resolving complaints about our Safe Harbor compliance. We ask that you
first submit any such complaints directly to us via
privacy@dropbox.com. If you aren't satisfied with our response, please
contact JAMS at
[65]http://www.jamsinternational.com/rules-procedures/safeharbor/file-s
afe-harbor-claim.
NOTE: When transferring data from the European Union, the European
Economic Area, and Switzerland, Dropbox relies upon a variety of legal
mechanisms, including contracts with our users. Dropbox doesn’t rely
upon Safe Harbor as a legal basis for data transfer but does adhere to
the [66]Safe Harbor Privacy Principles while specific guidance for the
forthcoming EU-US Privacy Shield program is developed. For information
about data transfers from Europe to the United States, please visit
[67]this page.
Changes
If we are involved in a reorganization, merger, acquisition or sale of
our assets, your information may be transferred as part of that deal.
We will notify you (for example, via a message to the email address
associated with your account) of any such deal and outline your choices
in that event.
We may revise this Privacy Policy from time to time, and will post the
most current version on our website. If a revision meaningfully reduces
your rights, we will notify you.
Contact
Have questions or concerns about Dropbox, our Services and privacy?
Contact us at [68]privacy@dropbox.com.
This section of the agreement only applies to [69]Dropbox Business
customers. If your organization signed a Dropbox Business or Dropbox
Enterprise Agreement with Dropbox, that Agreement may be different from
the terms below. Please [70]contact your organization’s Admin for
details.
Dropbox Business Agreement
Posted: June 2, 2016
This Dropbox Business Agreement (the "Agreement") is between Dropbox
Ireland if your organization is based outside of the United States,
Canada and Mexico ("North America") or, if your organization is based
in North America, with Dropbox, Inc., a Delaware corporation (each,
"Dropbox") and the organization agreeing to these terms ("Customer").
This Agreement governs access to and use of the Dropbox Business client
software and services (together, "Dropbox Business"), as well as those
Beta Services that are made available to you (together, with Dropbox
Business, the "Services"). By clicking "I Agree," signing your contract
for the Services or using the Services, you agree to this Agreement as
a Customer.
To the extent Dropbox, Inc. is, on behalf of Customer, processing
Customer Data that is subject to national laws implementing EU Data
Protection Directive (95/46/EC) ("EU Data Protection Laws"), then, by
clicking "I agree," you are also agreeing to the EU Standard
Contractual Clauses with Dropbox, Inc. for the transfer of personal
data to processors set forth in Schedule 1.
If you are agreeing to this Agreement and Schedule 1 (if applicable)
for use of the Services by an organization, you are agreeing on behalf
of that organization. You must have the authority to bind that
organization to these terms, otherwise you must not sign up for the
Services.
1. Services.
a. Provision of Services. Customer and users of Customer's
Services account ("End Users") may access and use the Services
in accordance with this Agreement.
b. Facilities and Data Processing. Dropbox will use, at a
minimum, industry standard technical and organizational
security measures to transfer, store, and process Customer
Data. These measures are designed to protect the integrity of
Customer Data and guard against the unauthorized or unlawful
access to, use, and processing of Customer Data. Customer
agrees that Dropbox may transfer, store, and process Customer
Data in the United States and locations other than Customer's
country. To the extent that Customer Data is subject to EU
Data Protection Laws and is processed by Dropbox as a data
processor acting on Customer's behalf (as a data controller),
Dropbox will use and process such Customer Data as Customer
instructs in order to provide the Services and fulfil
Dropbox's obligations under the Agreement. "Customer Data"
means Stored Data and Account Data. "Stored Data" means the
files and structured data submitted to the Services by
Customer or End Users. "Account Data" means the account and
contact information submitted to the Services by Customer or
End Users.
c. Modifications to the Services. Dropbox may update the Services
from time to time. If Dropbox changes the Services in a manner
that materially reduces their functionality, Dropbox will
inform Customer via the email address associated with the
account.
d. Software. Some Services allow Customer to download Dropbox
software which may update automatically. Customer may use the
software only to access the Services. If any component of the
software is offered under an open source license, Dropbox will
make the license available to Customer and the provisions of
that license may expressly override some of the terms of this
Agreement.
e. Beta Services. Dropbox may provide features or products that
we are still testing and evaluating. These products and
features are identified as alpha, beta, preview, early access,
or evaluation (or words or phrases with similar meanings)
(collectively, "Beta Services"). Notwithstanding anything to
the contrary in this Agreement or in Schedule 1, the following
terms apply to all Beta Services: (a) you may use or decline
to use any Beta Services; (b) Beta Services may not be
supported and may be changed at any time without notice to
you; (c) Beta Services may not be as reliable or available as
Dropbox Business; (d) Beta Services have not been subjected to
the same security measures and auditing to which Dropbox
Business has been subjected; and (e) DROPBOX WILL HAVE NO
LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA
SERVICES—USE AT YOUR OWN RISK.
2. Customer Obligations.
a. Compliance. Customer is responsible for use of the Services by
its End Users. Customer and its End Users must use the
Services in compliance with the [71]Acceptable Use Policy.
Customer will obtain from End Users any consents necessary to
allow Administrators to engage in the activities described in
this Agreement and to allow Dropbox to provide the Services.
Customer will comply with laws and regulations applicable to
Customer's use of the Services, if any.
b. Customer Administration of the Services. Customer may specify
End Users as "Administrators" through the administrative
console. Administrators may have the ability to access,
disclose, restrict or remove Customer Data in or from Services
accounts. Administrators may also have the ability to monitor,
restrict, or terminate access to Services accounts. Dropbox's
responsibilities do not extend to the internal management or
administration of the Services. Customer is responsible for:
(i) maintaining the confidentiality of passwords and
Administrator accounts; (ii) managing access to Administrator
accounts; and (iii) ensuring that Administrators' use of the
Services complies with this Agreement. Customer acknowledges
that if Customer purchases the Services through a reseller and
delegates any of such reseller's personnel as Administrators
of Customer's Services account, such reseller may be able to
control account information, including Customer Data, and
access Customer's Services account as further described above.
c. Unauthorized Use & Access. Customer will prevent unauthorized
use of the Services by its End Users and terminate any
unauthorized use of or access to the Services. The Services
are not intended for End Users under the age of 13. Customer
will ensure that it does not allow any person under 13 to use
the Services. Customer will promptly notify Dropbox of any
unauthorized use of or access to the Services.
d. Restricted Uses. Customer will not (i) sell, resell, or lease
the Services; (ii) use the Services for activities where use
or failure of the Services could lead to physical damage,
death, or personal injury; or (iii) reverse engineer the
Services, nor attempt nor assist anyone else to do so, unless
this restriction is prohibited by law.
e. Third Party Requests.
i. "Third Party Request" means a request from a third party
for records relating to an End User's use of the Services
including information in or from an End User or
Customer's Services account. Third Party Requests may
include valid search warrants, court orders, or
subpoenas, or any other request for which there is
written consent from End Users permitting a disclosure.
ii. Customer is responsible for responding to Third Party
Requests via its own access to information. Customer will
seek to obtain information required to respond to Third
Party Requests and will contact Dropbox only if it cannot
obtain such information despite diligent efforts.
iii. Dropbox will make commercially reasonable efforts, to
the extent allowed by law and by the terms of the Third
Party Request, to: (A) promptly notify Customer of
Dropbox's receipt of a Third Party Request; (B) comply
with Customer's commercially reasonable requests
regarding its efforts to oppose a Third Party Request;
and (C) provide Customer with information or tools
required for Customer to respond to the Third Party
Request (if Customer is otherwise unable to obtain the
information). If Customer fails to promptly respond to
any Third Party Request, then Dropbox may, but will not
be obligated to do so.
3. Third-Party Services. If Customer uses any third-party service
(e.g., a service that uses a Dropbox API) with the Services, (a)
Dropbox will not be responsible for any act or omission of the
third party, including the third party's access to or use of
Customer Data and (b) Dropbox does not warrant or support any
service provided by the third party.
4. Suspension
a. Of End User Accounts by Dropbox. If an End User (i) violates
this Agreement or (ii) uses the Services in a manner that
Dropbox reasonably believes will cause it liability, then
Dropbox may request that Customer suspend or terminate the
applicable End User account. If Customer fails to promptly
suspend or terminate the End User account, then Dropbox may do
so.
b. Security Emergencies. Notwithstanding anything in this
Agreement, if there is a Security Emergency then Dropbox may
automatically suspend use of the Services. Dropbox will make
commercially reasonable efforts to narrowly tailor the
suspension as needed to prevent or terminate the Security
Emergency. "Security Emergency" means: (i) use of the Services
that do or could disrupt the Services, other customers' use of
the Services, or the infrastructure used to provide the
Services and (ii) unauthorized third-party access to the
Services.
5. Intellectual Property Rights.
a. Reservation of Rights. Except as expressly set forth herein,
this Agreement does not grant (i) Dropbox any Intellectual
Property Rights in Customer Data or (ii) Customer any
Intellectual Property Rights in the Services or Dropbox
trademarks and brand features. "Intellectual Property Rights"
means current and future worldwide rights under patent,
copyright, trade secret, trademark, moral rights, and other
similar rights.
b. Limited Permission. Customer grants Dropbox only the limited
rights that are reasonably necessary for Dropbox to offer the
Services (e.g., hosting Stored Data). This permission also
extends to our affiliates and trusted third parties Dropbox
works with to offer the Services (e.g., payment provider used
to process payment of fees).
c. Suggestions. Dropbox may, at its discretion and for any
purpose, use, modify, and incorporate into its products and
services, license and sublicense, any feedback, comments, or
suggestions Customer or End Users send Dropbox or post in
Dropbox's forums without any obligation to Customer.
d. Customer List. Dropbox may include Customer's name in a list
of Dropbox customers on the Dropbox website or in promotional
materials.
6. Fees & Payment.
a. Fees. Customer will pay, and authorizes Dropbox or Customer's
reseller to charge using Customer's selected payment method,
for all applicable fees. Fees are non-refundable except as
required by law. Customer is responsible for providing
complete and accurate billing and contact information to
Dropbox or Customer's reseller. Dropbox may suspend or
terminate the Services if fees are past due.
b. Auto Renewals and Trials. IF CUSTOMER'S ACCOUNT IS SET TO AUTO
RENEWAL OR IS IN A TRIAL PERIOD, DROPBOX (OR CUSTOMER'S
RESELLER) MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL OR
FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES DROPBOX (OR
CUSTOMER'S RESELLER, AS APPLICABLE) THAT CUSTOMER WANTS TO
CANCEL OR DISABLE AUTO RENEWAL. Dropbox may revise Service
rates by providing Customer at least 30 days notice prior to
the next charge.
c. Taxes. Customer is responsible for all taxes. Dropbox or
Customer's reseller will charge tax when required to do so. If
Customer is required by law to withhold any taxes, Customer
must provide Dropbox or Customer's reseller with an official
tax receipt or other appropriate documentation.
d. Purchase Orders. If Customer requires the use of a purchase
order orpurchase order number, Customer (i) must provide the
purchase order number at the time of purchase and (ii) agrees
that any terms and conditions on a Customer purchase order
will not apply to this Agreement and are null and void. If
Customer is purchasing through a reseller, any terms and
conditions from Customer's reseller or in a purchase order
between Customer and its reseller that conflict with the
Dropbox Business Agreement are null and void.
7. Term & Termination.
a. Term. This Agreement will remain in effect until Customer's
subscription to the Services expires or terminates, or until
the Agreement is terminated.
b. Termination for Breach. Either Dropbox or Customer may
terminate this Agreement if: (i) the other party is in
material breach of the Agreement and fails to cure that breach
within 30 days after receipt of written notice or (ii) the
other party ceases its business operations or becomes subject
to insolvency proceedings and the proceedings are not
dismissed within 90 days.
c. Effects of Termination. If this Agreement terminates: (i) the
rights granted by Dropbox to Customer will cease immediately
(except as set forth in this section); (ii) Dropbox may
provide Customer access to its account at then-current fees so
that Customer may export its Stored Data; and (iii) after a
commercially reasonable period of time, Dropbox may delete any
Stored Data relating to Customer's account. The following
sections will survive expiration or termination of this
Agreement: 2(e) (Third Party Requests), 5 (Intellectual
Property Rights), 6 (Fees & Payment), 7(c) (Effects of
Termination), 8 (Indemnification), 9 (Disclaimers), 10
(Limitation of Liability), 11 (Disputes), and 12
(Miscellaneous).
8. Indemnification.
a. By Customer. Customer will indemnify, defend, and hold
harmless Dropbox from and against all liabilities, damages,
and costs (including settlement costs and reasonable
attorneys' fees) arising out of any claim by a third party
against Dropbox and its affiliates regarding: (i) Customer
Data; (ii) Customer's use of the Services in violation of this
Agreement; or (iii) End Users' use of the Services in
violation of this Agreement.
b. By Dropbox. Dropbox will indemnify, defend, and hold harmless
Customer from and against all liabilities, damages, and costs
(including settlement costs and reasonable attorneys' fees)
arising out of any claim by a third party against Customer to
the extent based on an allegation that Dropbox's technology
used to provide the Services to the Customer infringes or
misappropriates any copyright, trade secret, U.S. patent, or
trademark right of the third party. In no event will Dropbox
have any obligations or liability under this section arising
from: (i) use of any Services in a modified form or in
combination with materials not furnished by Dropbox and (ii)
any content, information, or data provided by Customer, End
Users, or other third parties.
c. Possible Infringement. If Dropbox believes the Services
infringe or may be alleged to infringe a third party's
Intellectual Property Rights, then Dropbox may: (i) obtain the
right for Customer, at Dropbox's expense, to continue using
the Services; (ii) provide a non-infringing functionally
equivalent replacement; or (iii) modify the Services so that
they no longer infringe. If Dropbox does not believe the
options described in this section are commercially reasonable
then Dropbox may suspend or terminate Customer's use of the
affected Services (with a pro-rata refund of prepaid fees for
the Services).
d. General. The party seeking indemnification will promptly
notify the other party of the claim and cooperate with the
other party in defending the claim. The indemnifying party
will have full control and authority over the defense, except
that: (i) any settlement requiring the party seeking
indemnification to admit liability requires prior written
consent, not to be unreasonably withheld or delayed and (ii)
the other party may join in the defense with its own counsel
at its own expense. THE INDEMNITIES ABOVE ARE DROPBOX AND
CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY
THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY
RIGHTS.
9. Disclaimers. THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST
EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, NEITHER CUSTOMER NOR DROPBOX AND ITS AFFILIATES,
SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED
DATA.
10. Limitation of Liability.
a. Limitation on Indirect Liability. TO THE FULLEST EXTENT
PERMITTED BY LAW, EXCEPT FOR DROPBOX OR CUSTOMER'S
INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR DROPBOX AND
ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE
UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF
USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE
WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD
HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
b. Limitation on Amount of Liability. TO THE FULLEST EXTENT
PERMITTED BY LAW, DROPBOX'S AGGREGATE LIABILITY UNDER THIS
AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT
PAID BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE TWELVE
MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
11. Disputes.
a. Informal Resolution. Dropbox wants to address your concerns
without resorting to a formal legal case. Before filing a
claim, each party agrees to try to resolve the dispute by
contacting the other party through the notice procedures in
section 12(e). If a dispute is not resolved within 30 days of
notice, Customer or Dropbox may bring a formal proceeding.
b. Agreement to Arbitrate. Customer and Dropbox agree to resolve
any claims relating to this Agreement or the Services through
final and binding arbitration, except as set forth below. The
[72]American Arbitration Association (AAA) will administer the
arbitration under its Commercial Arbitration Rules. The
arbitration will be held in San Francisco (CA), or any other
location both parties agree to in writing.
c. Exception to Agreement to Arbitrate. Either party may bring a
lawsuit in the federal or state courts of San Francisco
County, California solely for injunctive relief to stop
unauthorized use or abuse of the Services or infringement of
Intellectual Property Rights without first engaging in the
informal dispute notice process described above. Both Customer
and Dropbox consent to venue and personal jurisdiction there.
d. NO CLASS ACTIONS. Customer may only resolve disputes with
Dropbox on an individual basis and will not bring a claim in a
class, consolidated, or representative action. Class
arbitrations, class actions, private attorney general actions,
and consolidation with other arbitrations are not allowed.
12. Miscellaneous.
a. Terms Modification. Dropbox may revise this Agreement from
time to time and the most current version will always be
posted on the Dropbox Business website. If a revision, in
Dropbox's sole discretion, is material, Dropbox will notify
Customer (by, for example, sending an email to the email
address associated with the applicable account). Other
revisions may be posted to Dropbox's blog or terms page, and
Customer is responsible for checking such postings regularly.
By continuing to access or use the Services after revisions
become effective, Customer agrees to be bound by the revised
Agreement. If Customer does not agree to the revised Agreement
terms, Customer may terminate the Services within 30 days of
receiving notice of the change.
b. Entire Agreement. This Agreement, including Customer's invoice
and order form with Dropbox (if applicable), constitutes the
entire agreement between Customer and Dropbox with respect to
the subject matter of this Agreement and supersedes and
replaces any prior or contemporaneous understandings and
agreements, whether written or oral, with respect to the
subject matter of this Agreement. If there is a conflict
between the documents that make up this Agreement, the
documents will control in the following order: the Dropbox
invoice, the Dropbox order form, the Agreement.
c. Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA
LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
d. Severability. Unenforceable provisions will be modified to
reflect the parties' intention and only to the extent
necessary to make them enforceable, and the remaining
provisions of the Agreement will remain in full effect.
e. Notice. Notices must be sent via first class, airmail, or
overnight courier and are deemed given when received. Notices
to Customer may also be sent to the applicable account email
address and are deemed given when sent. Notices to Dropbox
must be sent to Dropbox, Inc., P.O. Box 77767, San Francisco,
CA 94107, with a copy to the Legal Department.
f. Waiver. A waiver of any default is not a waiver of any
subsequent default.
g. Assignment. Customer may not assign or transfer this Agreement
or any rights or obligations under this Agreement without the
written consent of Dropbox. Dropbox may not assign this
Agreement without providing notice to Customer, except Dropbox
may assign this Agreement or any rights or obligations under
this Agreement to an affiliate or in connection with a merger,
acquisition, corporate reorganization, or sale of all or
substantially all of its assets without providing notice. Any
other attempt to transfer or assign is void.
h. No Agency. Dropbox and Customer are not legal partners or
agents, but are independent contractors.
i. Force Majeure. Except for payment obligations, neither Dropbox
nor Customer will be liable for inadequate performance to the
extent caused by a condition that was beyond the party's
reasonable control (for example, natural disaster, act of war
or terrorism, riot, labor condition, governmental action, and
Internet disturbance).
j. No Third-Party Beneficiaries. There are no third-party
beneficiaries to this Agreement. Without limiting this
section, a Customer's End Users are not third-party
beneficiaries to Customer's rights under this Agreement.
k. Export Restrictions. The export and re-export of Customer Data
via the Services may be controlled by the United States Export
Administration Regulations or other applicable export
restrictions or embargo. The Services may not be used in Cuba,
Iran, North Korea, Sudan, or Syria or any country that is
subject to an embargo by the United States and Customer must
not use the Services in violation of any export restriction or
embargo by the United States or any other applicable
jurisdiction. In addition, Customer must ensure that the
Services are not provided to persons on the United States
Table of Denial Orders, the Entity List, or the List of
Specially Designated Nationals.
__________________________________________________________________
Schedule 1
Commission Decision C(2010)593
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the
transfer of personal data to processors established in third countries
which do not ensure an adequate level of data protection
Name of the data exporting organisation: The Customer that is a party
to the Dropbox Business Agreement with Dropbox Ireland
(the data exporter)
And
Name of the data importing organisation: Dropbox, Inc.
Address: 333 Brannan Street, San Francisco, CA 94107 USA
(the data importer)
each a "party"; together "the parties",
HAVE AGREED on the following Contractual Clauses (the Clauses) in order
to adduce adequate safeguards with respect to the protection of privacy
and fundamental rights and freedoms of individuals for the transfer by
the data exporter to the data importer of the personal data specified
in [73]Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:
a. 'personal data', 'special categories of data',
'process/processing', 'controller', 'processor', 'data subject' and
'supervisory authority' shall have the same meaning as in Directive
95/46/EC of the European Parliament and of the Council of 24
October 1995 on the protection of individuals with regard to the
processing of personal data and on the free movement of such
data^[74]1;
b. 'the data exporter' means the controller who transfers the personal
data;
c. 'the data importer' means the processor who agrees to receive from
the data exporter personal data intended for processing on his
behalf after the transfer in accordance with his instructions and
the terms of the Clauses and who is not subject to a third
country's system ensuring adequate protection within the meaning of
Article 25(1) of Directive 95/46/EC;
d. 'the subprocessor' means any processor engaged by the data importer
or by any other subprocessor of the data importer who agrees to
receive from the data importer or from any other subprocessor of
the data importer personal data exclusively intended for processing
activities to be carried out on behalf of the data exporter after
the transfer in accordance with his instructions, the terms of the
Clauses and the terms of the written subcontract;
e. 'the applicable data protection law' means the legislation
protecting the fundamental rights and freedoms of individuals and,
in particular, their right to privacy with respect to the
processing of personal data applicable to a data controller in the
Member State in which the data exporter is established;
f. 'technical and organisational security measures' means those
measures aimed at protecting personal data against accidental or
unlawful destruction or accidental loss, alteration, unauthorised
disclosure or access, in particular where the processing involves
the transmission of data over a network, and against all other
unlawful forms of processing.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of
personal data where applicable are specified in Appendix 1 which forms
an integral part of the Clauses.
Clause 3
Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause,
Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1)
and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party
beneficiary.
2. The data subject can enforce against the data importer this Clause,
Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and
Clauses 9 to 12, in cases where the data exporter has factually
disappeared or has ceased to exist in law unless any successor
entity has assumed the entire legal obligations of the data
exporter by contract or by operation of law, as a result of which
it takes on the rights and obligations of the data exporter, in
which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause,
Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and
Clauses 9 to 12, in cases where both the data exporter and the data
importer have factually disappeared or ceased to exist in law or
have become insolvent, unless any successor entity has assumed the
entire legal obligations of the data exporter by contract or by
operation of law as a result of which it takes on the rights and
obligations of the data exporter, in which case the data subject
can enforce them against such entity. Such third-party liability of
the subprocessor shall be limited to its own processing operations
under the Clauses.
4. The parties do not object to a data subject being represented by an
association or other body if the data subject so expressly wishes
and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
a. that the processing, including the transfer itself, of the personal
data has been and will continue to be carried out in accordance
with the relevant provisions of the applicable data protection law
(and, where applicable, has been notified to the relevant
authorities of the Member State where the data exporter is
established) and does not violate the relevant provisions of that
State;
b. that it has instructed and throughout the duration of the personal
data processing services will instruct the data importer to process
the personal data transferred only on the data exporter's behalf
and in accordance with the applicable data protection law and the
Clauses;
c. that the data importer will provide sufficient guarantees in
respect of the technical and organisational security measures
specified in [75]Appendix 2 to this contract;
d. that after assessment of the requirements of the applicable data
protection law, the security measures are appropriate to protect
personal data against accidental or unlawful destruction or
accidental loss, alteration, unauthorised disclosure or access, in
particular where the processing involves the transmission of data
over a network, and against all other unlawful forms of processing,
and that these measures ensure a level of security appropriate to
the risks presented by the processing and the nature of the data to
be protected having regard to the state of the art and the cost of
their implementation;
e. that it will ensure compliance with the security measures;
f. that, if the transfer involves special categories of data, the data
subject has been informed or will be informed before, or as soon as
possible after, the transfer that its data could be transmitted to
a third country not providing adequate protection within the
meaning of Directive 95/46/EC;
g. to forward any notification received from the data importer or any
subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data
protection supervisory authority if the data exporter decides to
continue the transfer or to lift the suspension;
h. to make available to the data subjects upon request a copy of the
Clauses, with the exception of Appendix 2, and a summary
description of the security measures, as well as a copy of any
contract for subprocessing services which has to be made in
accordance with the Clauses, unless the Clauses or the contract
contain commercial information, in which case it may remove such
commercial information;
i. that, in the event of subprocessing, the processing activity is
carried out in accordance with Clause 11 by a subprocessor
providing at least the same level of protection for the personal
data and the rights of data subject as the data importer under the
Clauses; and
j. that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer^[76]2
The data importer agrees and warrants:
a. to process the personal data only on behalf of the data exporter
and in compliance with its instructions and the Clauses; if it
cannot provide such compliance for whatever reasons, it agrees to
inform promptly the data exporter of its inability to comply, in
which case the data exporter is entitled to suspend the transfer of
data and/or terminate the contract;
b. that it has no reason to believe that the legislation applicable to
it prevents it from fulfilling the instructions received from the
data exporter and its obligations under the contract and that in
the event of a change in this legislation which is likely to have a
substantial adverse effect on the warranties and obligations
provided by the Clauses, it will promptly notify the change to the
data exporter as soon as it is aware, in which case the data
exporter is entitled to suspend the transfer of data and/or
terminate the contract;
c. that it has implemented the technical and organisational security
measures specified in Appendix 2 before processing the personal
data transferred;
d. that it will promptly notify the data exporter about:
i. any legally binding request for disclosure of the personal
data by a law enforcement authority unless otherwise
prohibited, such as a prohibition under criminal law to
preserve the confidentiality of a law enforcement
investigation,
ii. any accidental or unauthorised access, and
iii. any request received directly from the data subjects without
responding to that request, unless it has been otherwise
authorised to do so;
e. to deal promptly and properly with all inquiries from the data
exporter relating to its processing of the personal data subject to
the transfer and to abide by the advice of the supervisory
authority with regard to the processing of the data transferred;
f. at the request of the data exporter to submit its data processing
facilities for audit of the processing activities covered by the
Clauses which shall be carried out by the data exporter or an
inspection body composed of independent members and in possession
of the required professional qualifications bound by a duty of
confidentiality, selected by the data exporter, where applicable,
in agreement with the supervisory authority;
g. to make available to the data subject upon request a copy of the
Clauses, or any existing contract for subprocessing, unless the
Clauses or contract contain commercial information, in which case
it may remove such commercial information, with the exception of
Appendix 2 which shall be replaced by a summary description of the
security measures in those cases where the data subject is unable
to obtain a copy from the data exporter;
h. that, in the event of subprocessing, it has previously informed the
data exporter and obtained its prior written consent;
i. that the processing services by the subprocessor will be carried
out in accordance with Clause 11;
j. to send promptly a copy of any subprocessor agreement it concludes
under the Clauses to the data exporter.
Clause 6
Liability
1. The parties agree that any data subject, who has suffered damage as
a result of any breach of the obligations referred to in Clause 3
or in Clause 11 by any party or subprocessor is entitled to receive
compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in
accordance with paragraph 1 against the data exporter, arising out
of a breach by the data importer or his subprocessor of any of
their obligations referred to in Clause 3 or in Clause 11, because
the data exporter has factually disappeared or ceased to exist in
law or has become insolvent, the data importer agrees that the data
subject may issue a claim against the data importer as if it were
the data exporter, unless any successor entity has assumed the
entire legal obligations of the data exporter by contract of by
operation of law, in which case the data subject can enforce its
rights against such entity.
The data importer may not rely on a breach by a subprocessor of its
obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data
exporter or the data importer referred to in paragraphs 1 and 2,
arising out of a breach by the subprocessor of any of their
obligations referred to in Clause 3 or in Clause 11 because both
the data exporter and the data importer have factually disappeared
or ceased to exist in law or have become insolvent, the
subprocessor agrees that the data subject may issue a claim against
the data subprocessor with regard to its own processing operations
under the Clauses as if it were the data exporter or the data
importer, unless any successor entity has assumed the entire legal
obligations of the data exporter or data importer by contract or by
operation of law, in which case the data subject can enforce its
rights against such entity. The liability of the subprocessor shall
be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against
it third-party beneficiary rights and/or claims compensation for
damages under the Clauses, the data importer will accept the
decision of the data subject:
a. to refer the dispute to mediation, by an independent person
or, where applicable, by the supervisory authority;
b. to refer the dispute to the courts in the Member State in
which the data exporter is established.
2. The parties agree that the choice made by the data subject will not
prejudice its substantive or procedural rights to seek remedies in
accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with
the supervisory authority if it so requests or if such deposit is
required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to
conduct an audit of the data importer, and of any subprocessor,
which has the same scope and is subject to the same conditions as
would apply to an audit of the data exporter under the applicable
data protection law.
3. The data importer shall promptly inform the data exporter about the
existence of legislation applicable to it or any subprocessor
preventing the conduct of an audit of the data importer, or any
subprocessor, pursuant to paragraph 2. In such a case the data
exporter shall be entitled to take the measures foreseen in Clause
5 (b).
Clause 9
Governing Law
The Clauses shall be governed by the law of the Member State in which
the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not
preclude the parties from adding clauses on business related issues
where required as long as they do not contradict the Clause.
Clause 11
Subprocessing
1. The data importer shall not subcontract any of its processing
operations performed on behalf of the data exporter under the
Clauses without the prior written consent of the data exporter.
Where the data importer subcontracts its obligations under the
Clauses, with the consent of the data exporter, it shall do so only
by way of a written agreement with the subprocessor which imposes
the same obligations on the subprocessor as are imposed on the data
importer under the Clauses^[77]3. Where the subprocessor fails to
fulfil its data protection obligations under such written agreement
the data importer shall remain fully liable to the data exporter
for the performance of the subprocessor's obligations under such
agreement.
2. The prior written contract between the data importer and the
subprocessor shall also provide for a third-party beneficiary
clause as laid down in Clause 3 for cases where the data subject is
not able to bring the claim for compensation referred to in
paragraph 1 of Clause 6 against the data exporter or the data
importer because they have factually disappeared or have ceased to
exist in law or have become insolvent and no successor entity has
assumed the entire legal obligations of the data exporter or data
importer by contract or by operation of law. Such third-party
liability of the subprocessor shall be limited to its own
processing operations under the Clauses.
3. The provisions relating to data protection aspects for
subprocessing of the contract referred to in paragraph 1 shall be
governed by the law of the Member State in which the data exporter
is established.
4. The data exporter shall keep a list of subprocessing agreements
concluded under the Clauses and notified by the data importer
pursuant to Clause 5 (j), which shall be updated at least once a
year. The list shall be available to the data exporter's data
protection supervisory authority.
Clause 12
Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data
processing services, the data importer and the subprocessor shall,
at the choice of the data exporter, return all the personal data
transferred and the copies thereof to the data exporter or shall
destroy all the personal data and certify to the data exporter that
it has done so, unless legislation imposed upon the data importer
prevents it from returning or destroying all or part of the
personal data transferred. In that case, the data importer warrants
that it will guarantee the confidentiality of the personal data
transferred and will not actively process the personal data
transferred anymore.
2. The data importer and the subprocessor warrant that upon request of
the data exporter and/or of the supervisory authority, it will
submit its data processing facilities for an audit of the measures
referred to in paragraph 1.
Additional Provisions
Capitalised terms used in Sections A to C and the Appendices but not
defined in the Clauses shall have the meaning provided in the Dropbox
Business Agreement between the data exporter and Dropbox Ireland.
A. Security Audit. The data importer maintains ISO/IEC 27001:2013 and
ISO/IEC 27018:2014 certifications, which are issued by an
independent third party auditor. The data importer will continue to
undergo regular ISO/IEC 27001:2013 and ISO/IEC 27018 audits
necessary for maintaining such certifications for the Services
during the Term. The data importer also regularly undergoes Service
Organization Control 2 (SOC 2) Type II audits. Subject to the data
importer's confidentiality obligations and no more than once a
year, the data importer will provide the data exporter with a copy
of the SOC 2 Type II Report upon written request. The data importer
will make new SOC 2 reports available as they are completed subject
to the data importer's confidentiality requirements. The data
importer regularly reviews its third party subservice
organizations, which undergo Standards for Attestation Engagements
No. 16 (SSAE 16) / International Standard on Assurance Engagements
No. 3402 (ISAE 3402) Service Organization Control 1 (SOC 1) Type II
or Service Organization Control 2 (SOC 2) Type II audits that
evaluate the design and effectiveness of their security policies,
procedures, and controls.
The data exporter agrees that the data importer's obligations set
forth in this Section A fully satisfy the audit rights under Clause
5(f) and Clause 12 (2) of the Clauses.
B. Sub-processing. The data importer may engage other companies to
provide limited parts of the Services (including support services)
on the data importer's behalf, and the data exporter consents to
the data importer subcontracting the processing of personal data to
such sub-processors as described in the Clauses. The data importer
will ensure that any sub-processor will only access and use
personal data to provide the Services as set forth in a written
agreement between the data importer and the sub-processor. The data
exporter acknowledges that any requirements applicable to the data
importer under the Clauses in respect of agreements with
sub-processors shall be satisfied in full provided that the
sub-processing agreement between the data importer and the
sub-processor provides at least the level of data protection
required under the Dropbox Business Agreement.
C. Liability. The Clauses shall be subject to the limitations and
exclusions of liability contained in the "Limitation of Liability"
section of the Dropbox Business Agreement, such that the total
liability of the data importer and Dropbox Ireland, in aggregate,
shall not exceed the limitations set out in the Dropbox Business
Agreement. For the avoidance of doubt, the data exporter shall not
be entitled to recover from both the data importer and Dropbox
Ireland in respect of the same loss.
__________________________________________________________________
Appendix 1 to the Standard Contractual Clauses
This Appendix forms part of the Clauses and must be completed and
signed by the parties.
The Member States may complete or specify, according to their national
procedures, any additional necessary information to be contained in
this Appendix.
Data exporter
The data exporter is (please specify briefly your activities relevant
to the transfer):
The Customer to the Dropbox Business Agreement with Dropbox Ireland.
Data importer
The data importer is (please specify briefly activities relevant to the
transfer):
Dropbox, Inc., a global provider of cloud services for individuals and
business. Dropbox, Inc., and its affiliates provide a website, software
and mobile applications that allow people to store files, synchronize
files across multiple devices, and collaborate with others. Dropbox,
Inc.'s service may also be accessed by Application Programming
Interfaces (APIs).
Data subjects
The personal data transferred concern the following categories of data
subjects (please specify):
The data exporter and data exporter's affiliates' end users including
employees, consultants and contractors of the data exporter, as well as
any individuals collaborating or sharing with these end users using the
services provided by data importer.
Categories of data
The personal data transferred concern the following categories of data
(please specify):
End users identifying information and organization data (both on-line
and off-line) as well as documents, images and other content or data in
electronic form stored or transmitted by end users via data importer's
services.
Processing operations
The personal data transferred will be subject to the following basic
processing activities (please specify):
The data importer or its sub-processors will use and process personal
data and the data exporter instructs the data importer to use and
process personal data in order to provide the Services under the
Dropbox Business Agreement.
__________________________________________________________________
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Clauses and must be completed and
signed by the parties.
Description of the technical and organisational security measures
implemented by the data importer in accordance with Clauses 4(d) and
5(c) (or document/legislation attached):
Data Privacy Contact
The data privacy officer of the data importer can be reached at
privacy@dropbox.com
Security Measures
The data importer has implemented and will maintain appropriate
administrative, technical and physical safeguards to protect personal
data as further described in the Dropbox for Business Security
Whitepaper (available as of the Effective Date at:
[78]https://www.dropbox.com/…/Security_Whitepaper.pdf) and additionally
set forth below. The data importer may update these security measures
from time to time, with the most recent version available at the above
URL (or other URL as communicated by data importer), provided however
that data importer will notify data exporter if data importer updates
the security measures in a manner that materially diminishes the
administrative, technical or physical security features described
therein or in this Appendix 2.
1. Service Security
1. Dropbox Architecture. The data importer's service is designed
with multiple layers of protection, covering data transfer,
encryption, network configuration and application-level
controls that are distributed across a scalable, secure
infrastructure. End users of data importer's service can
access files and folders at any time from the desktop, web and
mobile clients. All of these clients connect to secure
services to provide access to files, allow file sharing with
others, and update linked devices when files are added,
changed or deleted. The service can be utilized and accessed
through a number of interfaces. Each has security settings and
features that process and protect the data while ensuring ease
of access.
2. Reliability. The data importer's service is developed with
multiple layers of redundancy to guard against data loss and
ensure availability.
3. Encryption. To protect the data in transit between the data
exporter and data importer, data importer uses Secure Sockets
Layer (SSL)/Transport Layer Security (TLS) for data transfer,
creating a secure tunnel protected by 128-bit or higher
Advanced Encryption Standard (AES) encryption. File data at
rest is encrypted using 256-bit AES encryption. The data
importer's encryption key management infrastructure is
designed with operational, technical and procedural security
controls with very limited direct access to keys. Encryption
key generation, exchange and storage are distributed for
decentralized processing.
4. User Management Features. End users of data importer's service
have the ability to restore lost files and recover previous
versions of files, ensuring changes to those files can be
tracked and retrieved. The data importer's service allows for
the use of a two-step authentication procedure which adds an
extra layer of protection.
5. Data Centers. The data importer's corporate and production
systems are housed at third-party subservice organization data
centers located in the United States. The data importer
reviews all subservice organization data center Service
Organization Control (SOC) 1 and/or SOC 2 reports at a minimum
annually for sufficient security controls.
2. Information Security.
1. Policies. The data importer has established a thorough set of
security policies covering areas of information security,
physical security, incident response, logical access, physical
production access, change management and support. These
policies are reviewed and approved at least annually. The data
importer personnel are notified of updates to these policies
and are provided security training.
2. Personnel Policy and Access. The data importer's internal
policies require onboarding procedures that include background
checks (as allowed by local laws), security policy
acknowledgement, communicating updates to security policy, and
non-disclosure agreements. All personnel access is promptly
removed when an employee or contractor leaves the company. The
data importer employs technical access controls and internal
policies to prohibit employees or contractors from arbitrarily
accessing file data and to restrict access to metadata and
other information about end users' accounts. In order to
protect end user privacy and security, only a small number of
employees or contractors have access to the environment where
end user files are stored. A record of access request,
justification and approval are recorded by management and
access is granted by appropriate individuals.
3. Network Security. The data importer maintains network security
and monitoring techniques that are designed to provide
multiple layers of protection and defense. The data importer
employs industry-standard protection techniques, including
firewalls, network security monitoring, and intrusion
detection systems to ensure only eligible traffic is able to
reach data importer's infrastructure.
4. Change Management. The data importer ensures that
security-related changes have been authorized prior to
implementation into the production environments. Source code
changes are initiated by developers that would like to make an
enhancement to a data importer application or service. Changes
to data importer's infrastructure are restricted to authorized
personnel only. Changes to the application level of the
services are required to go through automated quality
assurance ("QA") testing procedures to verify that security
requirements are met. Successful completion of QA procedures
leads to implementation of the change.
5. Compliance. The data importer, its data center providers, and
its managed service provider undergo regular security audits
which are performed by an independent third party. The data
importer will continue to participate in regular ISO/IEC
27001:2013 and ISO/IEC 27018:2014 audits. Data importer also
reviews SOC 1 and/or SOC 2 reports for all subservice
organizations. In the event a subservice organization's SOC 1
and/or SOC 2 report is unavailable, data importer performs
security site visits to verify applicable physical,
environmental, and operational security controls satisfy
control criteria and contractual requirements. The data
importer evaluates additional certifications and compliance
attestations, as made available to data importer by the
subservice providers, on an ongoing basis.
3. Physical Security
1. Infrastructure. Physical access to subservice organization
facilities where production systems reside are restricted to
personnel authorized by data importer, as required to perform
their job function. Any individuals requiring additional
access to production environment facilities are granted that
access through explicit approval by appropriate management.
2. Office. The data importer maintains a physical security team
that is responsible for enforcing physical security policy and
overseeing the security of data importer's corporate offices.
Access to areas containing corporate services is restricted to
authorized personnel via elevated roles granted through the
badge access system.
__________________________________________________________________
Footnotes
1. Parties may reproduce definitions and meanings contained in
Directive 95/46/EC within this Clause if they considered it better
for the contract to stand alone. [79]↩
2. Mandatory requirements of the national legislation applicable to
the data importer which do not go beyond what is necessary in a
democratic society on the basis of one of the interests listed in
Article 13(1) of Directive 95/46/EC, that is, if they constitute a
necessary measure to safeguard national security, defence, public
security, the prevention, investigation, detection and prosecution
of criminal offences or of breaches of ethics for the regulated
professions, an important economic or financial interest of the
State or the protection of the data subject or the rights and
freedoms of others, are not in contradiction with the standard
contractual clauses. Some examples of such mandatory requirements
which do not go beyond what is necessary in a democratic society
are, inter alia, internationally recognised sanctions,
tax-reporting requirements or anti-money-laundering reporting
requirements. [80]↩
3. This requirement may be satisfied by the subprocessor co-signing
the contract entered into between the data exporter and the data
importer under this Decision. [81]↩
Dropbox DMCA Policy
Dropbox (“Dropbox”) respects the intellectual property rights of others
and expects its users to do the same. In accordance with the Digital
Millennium Copyright Act of 1998, the text of which may be found on the
U.S. Copyright Office website at
[82]http://www.copyright.gov/legislation/dmca.pdf, Dropbox will respond
expeditiously to claims of copyright infringement committed using the
Dropbox service and/or the Dropbox website (the “Site”) if such claims
are reported to Dropbox’s Designated Copyright Agent identified in the
sample notice below.
If you are a copyright owner, authorized to act on behalf of one, or
authorized to act under any exclusive right under copyright, please
report alleged copyright infringements taking place on or through the
Site by completing the following DMCA Notice of Alleged Infringement
and delivering it to Dropbox’s Designated Copyright Agent. Upon receipt
of Notice as described below, Dropbox will take whatever action, in its
sole discretion, it deems appropriate, including removal of the
challenged content from the Site.
DMCA Notice of Alleged Infringement (“Notice”)
1. Identify the copyrighted work that you claim has been infringed, or
- if multiple copyrighted works are covered by this Notice - you
may provide a representative list of the copyrighted works that you
claim have been infringed.
2. Identify the material or link you claim is infringing (or the
subject of infringing activity) and to which access is to be
disabled, including at a minimum, if applicable, the URL of the
link shown on the Site or the exact location where such material
may be found.
3. Provide your company affiliation (if applicable), mailing address,
telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
+ “I hereby state that I have a good faith belief that the
disputed use of the copyrighted material is not authorized by
the copyright owner, its agent, or the law (e.g., as a fair
use).”
+ “I hereby state that the information in this Notice is
accurate and, under penalty of perjury, that I am the owner,
or authorized to act on behalf of, the owner, of the copyright
or of an exclusive right under the copyright that is allegedly
infringed.”
5. Provide your full legal name and your electronic or physical
signature.
Deliver this Notice, with all items completed, to Dropbox’s Designated
Copyright Agent:
Copyright Agent
Dropbox Inc.
333 Brannan Street
San Francisco, CA 94107
[83]copyright@dropbox.com
[84]Submit DMCA notice
Dropbox Acceptable Use Policy
Dropbox is used by millions of people, and we're proud of the trust
placed in us. In exchange, we trust you to use our services
responsibly.
You agree not to misuse the Dropbox services ("Services") or help
anyone else to do so. For example, you must not even try to do any of
the following in connection with the Services:
* probe, scan, or test the vulnerability of any system or network;
* breach or otherwise circumvent any security or authentication
measures;
* access, tamper with, or use non-public areas or parts of the
Services, or shared areas of the Services you haven't been invited
to;
* interfere with or disrupt any user, host, or network, for example
by sending a virus, overloading, flooding, spamming, or
mail-bombing any part of the Services;
* access, search, or create accounts for the Services by any means
other than our publicly supported interfaces (for example,
"scraping" or creating accounts in bulk);
* send unsolicited communications, promotions or advertisements, or
spam;
* send altered, deceptive or false source-identifying information,
including "spoofing" or "phishing";
* promote or advertise products or services other than your own
without appropriate authorization;
* abuse referrals or promotions to get more storage space than
deserved;
* circumvent storage space limits;
* sell the Services unless specifically authorized to do so;
* publish or share materials that are unlawfully pornographic or
indecent, or that contain extreme acts of violence;
* advocate bigotry or hatred against any person or group of people
based on their race, religion, ethnicity, sex, gender identity,
sexual preference, disability, or impairment;
* violate the law in any way, including storing, publishing or
sharing material that's fraudulent, defamatory, or misleading; or
* violate the privacy or infringe the rights of others.
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