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1215 lines
67 KiB
Text
Dropbox Terms of Service
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Posted: December 8, 2016
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Effective: February 10, 2017
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Thanks for using Dropbox! These terms of service ("Terms") cover your
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use and access to our services, client software and websites
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("Services"). If you reside outside of the United States of America,
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Canada and Mexico ("North America") your agreement is with Dropbox
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International Unlimited Company, and if you reside in North America
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your agreement is with Dropbox, Inc. Our [45]Privacy Policy explains
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how we collect and use your information while our [46]Acceptable Use
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Policy outlines your responsibilities when using our Services. By using
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our Services, you're agreeing to be bound by these Terms, our
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[47]Privacy Policy and [48]Acceptable Use Policy. If you're using our
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Services for an organization, you're agreeing to these Terms on behalf
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of that organization.
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Your Stuff & Your Permissions
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When you use our Services, you provide us with things like your files,
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content, messages, contacts and so on ("Your Stuff"). Your Stuff is
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yours. These Terms don't give us any rights to Your Stuff except for
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the limited rights that enable us to offer the Services.
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We need your permission to do things like hosting Your Stuff, backing
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it up, and sharing it when you ask us to. Our Services also provide you
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with features like photo thumbnails, document previews, commenting,
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easy sorting, editing, sharing and searching. These and other features
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may require our systems to access, store and scan Your Stuff. You give
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us permission to do those things, and this permission extends to our
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affiliates and trusted third parties we work with.
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Sharing Your Stuff
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Our Services let you share Your Stuff with others, so please think
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carefully about what you share.
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Your Responsibilities
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You're responsible for your conduct. Your Stuff and you must comply
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with our [49]Acceptable Use Policy. Content in the Services may be
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protected by others' intellectual property rights. Please don't copy,
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upload, download or share content unless you have the right to do so.
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We may review your conduct and content for compliance with these Terms
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and our [50]Acceptable Use Policy. With that said, we have no
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obligation to do so. We aren't responsible for the content people post
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and share via the Services.
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Help us keep you informed and Your Stuff protected. Safeguard your
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password to the Services, and keep your account information current.
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Don't share your account credentials or give others access to your
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account.
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You may use our Services only as permitted by applicable law, including
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export control laws and regulations. Finally, our Services are not
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intended for and may not be used by people under the age of 13. By
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using our Services, you are representing to us that you're over 13.
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Software
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Some of our Services allow you to download client software ("Software")
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which may update automatically. So long as you comply with these Terms,
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we give you a limited, nonexclusive, nontransferable, revocable license
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to use the Software, solely to access the Services. To the extent any
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component of the Software may be offered under an open source license,
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we'll make that license available to you and the provisions of that
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license may expressly override some of these Terms. Unless the
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following restrictions are prohibited by law, you agree not to reverse
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engineer or decompile the Services, attempt to do so, or assist anyone
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in doing so.
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Beta Services
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We sometimes release products and features that we are still testing
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and evaluating. Those Services have been marked beta, preview, early
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access, or evaluation (or with words or phrases with similar meanings)
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and may not be as reliable as Dropbox's other services, so please keep
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that in mind.
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Our Stuff
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The Services are protected by copyright, trademark, and other US and
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foreign laws. These Terms don't grant you any right, title or interest
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in the Services, others' content in the Services, Dropbox trademarks,
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logos and other brand features. We welcome feedback, but note that we
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may use comments or suggestions without any obligation to you.
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Copyright
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We respect the intellectual property of others and ask that you do too.
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We respond to notices of alleged copyright infringement if they comply
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with the law, and such notices should be reported using our
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[51]Copyright Policy. We reserve the right to delete or disable content
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alleged to be infringing and terminate accounts of repeat infringers.
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Our designated agent for notice of alleged copyright infringement on
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the Services is:
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Copyright Agent
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Dropbox, Inc.
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333 Brannan Street
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San Francisco, CA 94107
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copyright@dropbox.com
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Paid Accounts
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Billing. You can increase your storage space and add paid features to
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your account (turning your account into a "Paid Account"). We'll
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automatically bill you from the date you convert to a Paid Account and
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on each periodic renewal until cancellation. If you're on an annual
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plan, we'll send you a notice email reminding you that your plan is
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about to renew within a reasonable period of time prior to the renewal
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date. You're responsible for all applicable taxes, and we'll charge tax
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when required to do so. Some countries have mandatory local laws
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regarding your cancellation rights, and this paragraph doesn't override
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these laws.
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No Refunds. You may cancel your [52]Dropbox Paid Account at any time.
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Refunds are only issued if [53]required by law. For example, users
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living in the European Union have the right to cancel their Paid
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Account subscriptions within 14 days of signing up for, upgrading to or
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renewing a Paid Account.
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Downgrades. Your Paid Account will remain in effect until it's
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cancelled or terminated under these Terms. If you don't pay for your
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Paid Account on time, we reserve the right to suspend it or reduce your
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storage to free space levels.
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Changes. We may change the fees in effect but will give you advance
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notice of these changes via a message to the email address associated
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with your account.
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Dropbox Teams
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Email address. If you sign up for a Dropbox account with an email
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address provisioned by your organization, your organization may be able
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to block your use of Dropbox until you transition to an account on a
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Dropbox team (e.g., Dropbox Business plans or Dropbox Education) or you
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associate your Dropbox account with a personal email address.
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Using Dropbox Teams. If you join a Dropbox team, you must use it in
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compliance with your organization's terms and policies. Please note
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that Dropbox team accounts are subject to your organization's control.
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Your administrators may be able to access, disclose, restrict, or
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remove information in or from your Dropbox team account. They may also
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be able to restrict or terminate your access to a Dropbox team account.
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If you convert an existing Dropbox account into part of a Dropbox team,
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your administrators may prevent you from later disassociating your
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account from the Dropbox team.
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Termination
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You're free to stop using our Services at any time. We reserve the
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right to suspend or terminate your access to the Services with notice
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to you if:
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(a) you're in breach of these Terms,
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(b) you're using the Services in a manner that would cause a real risk
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of harm or loss to us or other users, or
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(c) you don't have a Paid Account and haven't accessed our Services for
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12 consecutive months.
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We'll provide you with reasonable advance notice via the email address
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associated with your account to remedy the activity that prompted us to
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contact you and give you the opportunity to export Your Stuff from our
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Services. If after such notice you fail to take the steps we ask of
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you, we'll terminate or suspend your access to the Services.
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We won't provide notice before termination where:
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(a) you're in material breach of these Terms,
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(b) doing so would cause us legal liability or compromise our ability
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to provide the Services to our other users, or
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(c) we're prohibited from doing so by law.
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Discontinuation of Services
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We may decide to discontinue the Services in response to unforeseen
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circumstances beyond Dropbox's control or to comply with a legal
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requirement. If we do so, we'll give you reasonable prior notice so
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that you can export Your Stuff from our systems. If we discontinue
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Services in this way before the end of any fixed or minimum term you
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have paid us for, we'll refund the portion of the fees you have
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pre-paid but haven't received Services for.
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Services "AS IS"
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We strive to provide great Services, but there are certain things that
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we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DROPBOX AND
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ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER
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EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS
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IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
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PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don't allow the
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disclaimers in this paragraph, so they may not apply to you.
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Limitation of Liability
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WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE
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ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR DROPBOX'S OR ITS
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AFFILIATES' FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE
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SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN'T
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ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE
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A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE
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AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH
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DOESN'T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY
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CONTRACT OR AGREEMENT.
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IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED,
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DROPBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON'T BE LIABLE FOR:
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i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR
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CONSEQUENTIAL DAMAGES, OR
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ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL
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THEORY.
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THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT
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DROPBOX OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF
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SUCH DAMAGES.
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IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE
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PURPOSE, DROPBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE
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NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS
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INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. DROPBOX AND ITS
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AFFILIATES AREN'T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR
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OFFLINE, OF ANY USER OF THE SERVICES.
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OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS
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DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE
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GREATER OF $20 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT
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SERVICE PLAN WITH DROPBOX.
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Resolving Disputes
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Let's Try To Sort Things Out First. We want to address your concerns
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without needing a formal legal case. Before filing a claim against
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Dropbox, you agree to try to resolve the dispute informally by
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contacting dispute-notice@dropbox.com. We'll try to resolve the dispute
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informally by contacting you via email. If a dispute is not resolved
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within 15 days of submission, you or Dropbox may bring a formal
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proceeding.
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Judicial forum for disputes. You and Dropbox agree that any judicial
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proceeding to resolve claims relating to these Terms or the Services
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will be brought in the federal or state courts of San Francisco County,
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California, subject to the mandatory arbitration provisions below. Both
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you and Dropbox consent to venue and personal jurisdiction in such
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courts. If you reside in a country (for example, European Union member
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states) with laws that give consumers the right to bring disputes in
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their local courts, this paragraph doesn't affect those requirements.
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IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY
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ARBITRATION PROVISIONS:
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We Both Agree To Arbitrate. You and Dropbox agree to resolve any claims
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relating to these Terms or the Services through final and binding
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arbitration by a single arbitrator, except as set forth under
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Exceptions to Agreement to Arbitrate below. This includes disputes
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arising out of or relating to interpretation or application of this
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"Mandatory Arbitration Provisions" section, including its
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enforceability, revocability, or validity.
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Opt-out of Agreement to Arbitrate. You can decline this agreement to
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arbitrate by [54]clicking here and submitting the opt-out form within
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30 days of first registering your account. However, if you agreed to a
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previous version of these Terms that allowed you to opt out of
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arbitration, your previous choice to opt out or not opt out remains
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binding.
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Arbitration Procedures. The [55]American Arbitration Association (AAA)
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will administer the arbitration under its Commercial Arbitration Rules
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and the Supplementary Procedures for Consumer Related Disputes. The
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arbitration will be held in the United States county where you live or
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work, San Francisco (CA), or any other location we agree to.
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Arbitration Fees and Incentives. The AAA rules will govern payment of
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all arbitration fees. Dropbox will pay all arbitration fees for
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individual arbitration for claims less than $75,000. If you receive an
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arbitration award that is more favorable than any offer we make to
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resolve the claim, we will pay you $1,000 in addition to the award.
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Dropbox will not seek its attorneys' fees and costs in arbitration
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unless the arbitrator determines that your claim is frivolous.
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Exceptions to Agreement to Arbitrate. Either you or Dropbox may assert
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claims, if they qualify, in small claims court in San Francisco (CA) or
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any United States county where you live or work. Either party may bring
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a lawsuit solely for injunctive relief to stop unauthorized use or
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abuse of the Services, or intellectual property infringement (for
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example, trademark, trade secret, copyright, or patent rights) without
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first engaging in arbitration or the informal dispute-resolution
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process described above. If the agreement to arbitrate is found not to
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apply to you or your claim, you agree to the exclusive jurisdiction of
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the state and federal courts in San Francisco County, California to
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resolve your claim.
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NO CLASS ACTIONS. You may only resolve disputes with us on an
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individual basis, and may not bring a claim as a plaintiff or a class
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member in a class, consolidated, or representative action. Class
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arbitrations, class actions, private attorney general actions, and
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consolidation with other arbitrations aren't allowed. If this specific
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paragraph is held unenforceable, then the entirety of this "Mandatory
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Arbitration Provisions" section will be deemed void.
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Controlling Law
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These Terms will be governed by California law except for its conflicts
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of laws principles. However, some countries (including those in the
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European Union) have laws that require agreements to be governed by the
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local laws of the consumer's country. This paragraph doesn't override
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those laws.
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Entire Agreement
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These Terms constitute the entire agreement between you and Dropbox
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with respect to the subject matter of these Terms, and supersede and
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replace any other prior or contemporaneous agreements, or terms and
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conditions applicable to the subject matter of these Terms. These Terms
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create no third party beneficiary rights.
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Waiver, Severability & Assignment
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Dropbox's failure to enforce a provision is not a waiver of its right
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to do so later. If a provision is found unenforceable, the remaining
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provisions of the Terms will remain in full effect and an enforceable
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term will be substituted reflecting our intent as closely as possible.
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You may not assign any of your rights under these Terms, and any such
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attempt will be void. Dropbox may assign its rights to any of its
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affiliates or subsidiaries, or to any successor in interest of any
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business associated with the Services.
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Modifications
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We may revise these Terms from time to time to better reflect:
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(a) changes to the law,
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(b) new regulatory requirements, or
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(c) improvements or enhancements made to our Services.
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If an update affects your use of the Services or your legal rights as a
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user of our Services, we'll notify you prior to the update's effective
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date by sending an email to the email address associated with your
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account or via an in-product notification. These updated terms will be
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effective no less than 30 days from when we notify you.
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If you don't agree to the updates we make, please cancel your account
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before they become effective. Where applicable, we'll offer you a
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prorated refund based on the amounts you have prepaid for Services and
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your account cancellation date. By continuing to use or access the
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Services after the updates come into effect, you agree to be bound by
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the revised Terms.
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If your organization signed a Dropbox Business or Dropbox Enterprise
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Agreement with Dropbox, that Agreement may have modified the privacy
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policy below. Please [56]contact your organization’s Admin for details.
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Dropbox Privacy Policy
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Posted: December 8, 2016
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Effective: February 10, 2017
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Thanks for using Dropbox! Here we describe how we collect, use and
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handle your information when you use our websites, software and
|
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services ("Services").
|
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What & Why
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We collect and use the following information to provide, improve and
|
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protect our Services:
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Account. We collect, and associate with your account, information like
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your name, email address, phone number, payment info, physical address,
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and account activity. Some of our services let you access your accounts
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and your information with other service providers.
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Services. Our Services are designed to make it simple for you to store
|
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Your Stuff, collaborate with others, and work across multiple devices.
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To make that possible, we store, process, and transmit Your Stuff—like
|
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files, messages, comments, and photos—as well as information related to
|
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it. This related information can be things like your [57]profile
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information that makes it easier to collaborate and share Your Stuff
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with others. Our Services provide you with different options for
|
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sharing Your Stuff.
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You may choose to give us access to your contacts to make it easy for
|
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you to do things like share and collaborate on Your Stuff, send
|
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messages, and invite others to use the Services. If you do, we'll store
|
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those contacts on our servers for you to use.
|
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Usage. We collect information related to how you use the Services,
|
||
including actions you take in your account (like sharing, editing,
|
||
viewing, and moving files or folders). This helps us provide you with
|
||
features like the "Events" page and version history.
|
||
|
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We also collect information from and about the devices you use to
|
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access the Services. This includes things like IP addresses, the type
|
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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
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||
information to the Services.
|
||
|
||
Cookies and other technologies. We use technologies like [58]cookies
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||
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 [59]here.
|
||
|
||
With whom
|
||
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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
|
||
(for example, providers of customer support and IT services) to help us
|
||
provide, improve, protect, and promote our Services. These third
|
||
parties will access your information only to perform tasks on our
|
||
behalf in compliance with this Privacy Policy, and we'll remain
|
||
responsible for their handling of your information per our
|
||
instructions.
|
||
|
||
Other users. Our Services display information like your name, profile
|
||
picture, and email address to other users in places like your user
|
||
profile and sharing notifications. When you register your Dropbox
|
||
account with an email address on a domain owned by your employer or
|
||
organization, we may help collaborators find you and your team by
|
||
making some of your basic information—like your name, team name,
|
||
profile picture, and email address—visible to other users on the same
|
||
domain. This helps us show you teams you can join, and helps other
|
||
users share files and folders with you.
|
||
|
||
Certain features let you make additional information available to
|
||
others.
|
||
|
||
Other applications. You can also give third parties access to your
|
||
information and account - for example, via [60]Dropbox APIs. Just
|
||
remember that their use of your information will be governed by their
|
||
privacy policies and terms.
|
||
|
||
Dropbox Team Admins. If you are a user of a Dropbox team (e.g., Dropbox
|
||
Business plans or Dropbox Education), your administrator may have the
|
||
ability to access and control your Dropbox team account. Please refer
|
||
to your organization's internal policies if you have questions about
|
||
this. If you are not a Dropbox team user but interact with a Dropbox
|
||
team 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, profile picture, and IP address that was
|
||
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
|
||
[61]Government Request Principles when receiving, scrutinizing and
|
||
responding to government requests (including national security
|
||
requests) for our users' data:
|
||
* Be transparent,
|
||
* Fight blanket requests,
|
||
* Protect all users and
|
||
* Provide trusted services.
|
||
|
||
We publish a [62]Transparency Report as part of our commitment to
|
||
informing users about when and how governments ask us for information.
|
||
This report details the types and numbers of requests we receive from
|
||
law enforcement. We encourage users to review our [63]Government
|
||
Request Principles and [64]Transparency Report for more detailed
|
||
information on our approach and response to government requests.
|
||
|
||
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. You can access your personal information by logging into
|
||
your Dropbox account. Learn more [65]here.
|
||
|
||
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.
|
||
|
||
EU-US Privacy Shield and US-Swiss Safe Harbor. 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 complies with the U.S.-Swiss Safe Harbor ("Safe
|
||
Harbor") framework and its principles. We also participate in the
|
||
EU-U.S. Privacy Shield Program ("Privacy Shield") and comply with its
|
||
framework and principles. You can find Dropbox's Safe Harbor
|
||
certification [66]here and our Privacy Shield certification [67]here.
|
||
You can also learn more about Privacy Shield at
|
||
[68]https://www.privacyshield.gov and Safe Harbor at
|
||
[69]http://2016.export.gov/safeharbor/swiss/.
|
||
|
||
Dropbox is subject to oversight by the U.S. Federal Trade Commission.
|
||
JAMS is the US-based independent organization responsible for reviewing
|
||
and resolving complaints about our Privacy Shield and Safe Harbor
|
||
compliance — free of charge to you. We ask that you first submit any
|
||
such complaints directly to us via [70]privacyshield@dropbox.com. If
|
||
you aren't satisfied with our response, please contact JAMS at
|
||
[71]https://www.jamsadr.com/eu-us-privacy-shield. In the event your
|
||
concern still isn't addressed by JAMS, you may be entitled to a binding
|
||
arbitration under Privacy Shield and its principles.
|
||
|
||
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 [72]privacy@dropbox.com.
|
||
|
||
This section of the agreement only applies to [73]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 [74]contact your organization’s Admin for
|
||
details.
|
||
|
||
Dropbox updated its Business Agreement on January 30th, 2017. [75]Click
|
||
here to view the previous version.
|
||
|
||
Dropbox Business Agreement
|
||
|
||
Posted: 30 January 2017
|
||
|
||
This Dropbox Business Agreement (the "Agreement") is between Dropbox
|
||
International Unlimited Company if your organization is based outside
|
||
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
|
||
Services and Beta 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 that Dropbox, Inc. is, on behalf of the Customer,
|
||
processing Customer Data that is subject to EU Data Protection Laws, by
|
||
clicking "I agree", you are also agreeing to the EU Standard
|
||
Contractual Clauses, defined below, with Dropbox, Inc. for the transfer
|
||
of personal data to processors.
|
||
|
||
If you are agreeing to this Agreement and, if applicable, the EU
|
||
Standard Contractual Clauses, 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.
|
||
1. Provision. This Agreement governs access to, and use of, the
|
||
Services and Software. Customer and End Users may access and
|
||
use the Services in accordance with this Agreement.
|
||
2. Security Measures.. 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.
|
||
3. Data Processing and Transfer.
|
||
a. Data Processing. Dropbox and its Sub-processors will only
|
||
process Customer Data to provide the Services and to
|
||
fulfill Dropbox's obligations under the Agreement.
|
||
Sub-processors' processing activities will be restricted
|
||
to processing on Dropbox's behalf and in accordance with
|
||
Dropbox's instructions. Customer agrees that Dropbox and
|
||
its Sub-processors may transfer, store, and process
|
||
Customer Data in locations other than Customer's country.
|
||
b. EU-US Privacy Shield Program. Dropbox is certified and
|
||
complies with the EU-US Privacy Shield Program. If the
|
||
EU-US Privacy Shield Program is invalidated, Dropbox will
|
||
use commercially reasonable efforts to comply with the
|
||
resulting alternate or successor EU-US data transfer
|
||
mechanism.
|
||
c. EU Standard Contractual Clauses. To the extent Customer
|
||
Data is subject to EU Data Protection Laws and is
|
||
processed by Dropbox on Customer's behalf: (i) Dropbox
|
||
will use and process Customer Data as Customer instructs
|
||
in order to provide the Services and to fulfill Dropbox's
|
||
obligations under the Agreement; and (ii) Customer agrees
|
||
to the EU Standard Contractual Clauses with Dropbox, Inc.
|
||
for the transfer of personal data. The EU Standard
|
||
Contractual Clauses apply only to the Services and future
|
||
variations of the Services, but do not apply to Beta
|
||
Services or Excluded Features.
|
||
4. Modifications. Dropbox may update the Services from time to
|
||
time. If Dropbox changes the Services in a manner that
|
||
materially reduces their functionality, Dropbox will notify
|
||
Customer at the email address associate with the account, and
|
||
Customer may provide notice within thirty days of the change
|
||
to terminate the Agreement. This termination right will not
|
||
apply to updates made to features provided on a beta or
|
||
evaluation basis.
|
||
5. Software.
|
||
a. Generally. The Services allow Customer and End Users to
|
||
download Software that may update automatically. If any
|
||
component of the Software is offered under an open source
|
||
license, Dropbox will make the license available to
|
||
Customer and to the extent the provisions of that license
|
||
grant Customer additional rights, those provisions will
|
||
expressly override some terms of this Agreement with
|
||
respect to that component of the Software.
|
||
b. License. Dropbox hereby grants to Customer during the
|
||
Term a limited non-exclusive license to use the Software
|
||
solely in connection with the Services and in accordance
|
||
with this Agreement. This license is non-transferable
|
||
(subject to Section 12.8), irrevocable (except as set
|
||
forth in Section 7), non-sublicensable, and will be fully
|
||
paid up upon Customer's payment of the Fees.
|
||
6. Customer Domains. Prior to providing the Services Dropbox may
|
||
require Customer to verify that Customer owns or controls the
|
||
Customer Domains. If Customer does not own or control the
|
||
Customer Domains, then Dropbox will have no obligation to
|
||
provide Customer with the Services.
|
||
2. Customer Obligations.
|
||
1. Customer Administration of the Services. Customer may specify
|
||
End Users as Administrators through the Admin Console.
|
||
Customer is responsible for maintaining the confidentiality of
|
||
passwords and Admin Accounts, and managing access to Admin
|
||
Accounts. Dropbox's responsibilities do not extend to the
|
||
internal management or administration of the Services for
|
||
Customer. The Customer acknowledges that, if the Customer
|
||
purchases the Services through a reseller and designates any
|
||
of the reseller's personnel as Administrators of the
|
||
Customer's Services account, the reseller may be able to
|
||
control account information, including Customer Data, and
|
||
access the Customer's Services account as described above.
|
||
2. Unauthorized Use or Access. Customer will prevent unauthorized
|
||
use of the Services by its End Users and terminate any
|
||
unauthorized use of or access to the Services. End User
|
||
Accounts may only be provisioned, registered, and used by a
|
||
single End User. 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.
|
||
3. Restrictions. Customer will not: (a) sell, resell, or lease
|
||
the Services or Software; (b) use the Services or Software for
|
||
activities where use or failure of the Services or Software
|
||
could lead to physical damage, death, or personal injury; (c)
|
||
reverse engineer the Services or Software, or attempt or
|
||
assist anyone else to do so, unless this restriction is
|
||
prohibited by law; or (d) use the Services or Software,
|
||
including the export or re-export of Customer Data, in
|
||
violation of Export Control Laws.
|
||
4. Compliance. Customer and its End Users must use the Services
|
||
in compliance with the Acceptable Use Policy. Customer is
|
||
responsible for use of the Services by its End Users. Customer
|
||
will comply with laws and regulations applicable to Customer's
|
||
use of the Services, if any. Customer will obtain and maintain
|
||
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 not
|
||
store, transmit or otherwise process any information via the
|
||
Services that falls within the definition of "Protected Health
|
||
Information" under the HIPAA Privacy Rule (45 C.F.R. Section
|
||
164.051), unless Customer and Dropbox separately enter into a
|
||
HIPAA Business Associate Agreement, which may be done via the
|
||
Admin Console.
|
||
5. Third-Party Apps and Integrations. If Customer uses any
|
||
third-party service or applications, such as 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.
|
||
6. Third-Party Requests.
|
||
a. Customer Responsibility. 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.
|
||
b. Dropbox Responsibility. Dropbox will make commercially
|
||
reasonable efforts, to the extent allowed by law and by
|
||
the terms of the Third-Party Request, to: (i) promptly
|
||
notify Customer of Dropbox's receipt of a Third-Party
|
||
Request; (ii) comply with Customer's commercially
|
||
reasonable requests regarding its efforts to oppose a
|
||
Third-Party Request; and (iii) 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. Payment.
|
||
1. Fees. Customer will pay Dropbox or Customer's Reseller all
|
||
applicable Fees for the Services, in the currency indicated on
|
||
the Order Form. Customer authorizes Dropbox, or Customer's
|
||
reseller, to charge Customer for all applicable Fees using
|
||
Customer's selected payment method. Fees are non-refundable
|
||
except as required by law or as otherwise specifically
|
||
permitted in this Agreement.
|
||
2. Payment. Customer will pay Dropbox invoices on the payment
|
||
interval set forth in the Order Form. Dropbox may suspend or
|
||
terminate the Services if Fees are past due. Customer will
|
||
provide complete and accurate billing and contact information
|
||
to Dropbox or to Customer's Reseller.
|
||
3. Taxes. Fees are exclusive of taxes and Customer is responsible
|
||
for all Taxes. Dropbox, or Customer's reseller, will charge
|
||
Taxes when required to do so. If Customer provides Dropbox or
|
||
its reseller with a valid exemption certificate, Dropbox or
|
||
the reseller will not collect the taxes covered by that
|
||
certificate.
|
||
4. Withholding Taxes. Customer will pay Dropbox or its reseller
|
||
net of any applicable Withholding Taxes. Customer and Dropbox,
|
||
or Customer's reseller as applicable, will work together to
|
||
avoid any Withholding Tax if exemptions, or a reduced treaty
|
||
withholding rate, are available. If Dropbox or Customer's
|
||
reseller qualifies for a tax exemption, or a reduced treaty
|
||
withholding rate, Dropbox or Customer's reseller will provide
|
||
Customer with reasonable documentary proof. Customer will
|
||
provide Dropbox or Customer's reseller reasonable evidence
|
||
that it has paid the relevant authority for the sum withheld
|
||
or deducted.
|
||
5. Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO
|
||
AUTO-RENEWAL OR IS IN A TRIAL PERIOD, DROPBOX (OR THE
|
||
CUSTOMER'S RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF
|
||
THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES
|
||
DROPBOX (OR THE CUSTOMER'S RESELLER, AS APPLICABLE) THAT THE
|
||
CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. Dropbox may
|
||
revise Service rates by providing the Customer at least thirty
|
||
days' notice prior to the next charge.
|
||
6. Purchase Orders. If Customer requires the use of a purchase
|
||
order or purchase 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 the
|
||
Customer is purchasing via a reseller, any terms and
|
||
conditions from the Customer's reseller or in a purchase order
|
||
between the Customer and its reseller that conflict with the
|
||
Agreement are null and void.
|
||
4. Suspension.
|
||
1. Of End User Accounts by Dropbox. If an End User: (a) violates
|
||
this Agreement; or (b) 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.
|
||
2. 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.
|
||
5. Intellectual Property Rights.
|
||
1. Reservation of Rights. Except as expressly set forth herein,
|
||
this Agreement does not grant: (a) Dropbox any Intellectual
|
||
Property Rights in Customer Data; or (b) Customer any
|
||
Intellectual Property Rights in the Services or Dropbox
|
||
trademarks and brand features.
|
||
2. Limited Permission. Customer grants Dropbox only the limited
|
||
rights that are reasonably necessary for Dropbox to provide
|
||
the Services. This limited permission also extends to
|
||
Subcontractors or Sub-processors.
|
||
3. Suggestions. Dropbox may use, modify, and incorporate into its
|
||
products and services, license and sublicense, any feedback,
|
||
comments, or suggestions on the Services that Customer or End
|
||
Users may send Dropbox or post in Dropbox's forums without any
|
||
obligation to Customer.
|
||
6. Term.
|
||
1. Agreement Term. This Agreement will remain in effect for the
|
||
Term.
|
||
2. Services Term. Dropbox will provide the Services to Customer
|
||
for the Services Term. Unless the parties agree otherwise in
|
||
writing, End User Accounts purchased during any Services Term
|
||
will have a prorated term ending on the last day of the
|
||
pre-existing Services Term.
|
||
7. Termination.
|
||
1. Generally. Either Party may terminate this Agreement,
|
||
including all Order Forms, if: (i) the other Party is in
|
||
material breach of the Agreement and fails to cure that breach
|
||
within thirty 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 ninety days.
|
||
2. Effects of Termination. If this Agreement terminates: (a)
|
||
except as set forth in this Section, the rights and licenses
|
||
granted by Dropbox to Customer will cease immediately; (b)
|
||
Dropbox may, at Customer's request, provide Customer access to
|
||
its account at then-current fees so that Customer may export
|
||
its Customer Data; and (c) after a commercially reasonable
|
||
period of time, Dropbox may delete any Customer Data relating
|
||
to Customer's account. The following sections will survive
|
||
expiration or termination of this Agreement: 2.6 (Third Party
|
||
Requests), 3 (Payment), 5 (Intellectual Property Rights), 7.2
|
||
(Effects of Termination), 8 (Indemnification), 9
|
||
(Disclaimers), 10 (Limitation of Liability), 11 (Disputes),
|
||
and 12 (Miscellaneous).
|
||
8. Indemnification.
|
||
1. 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: (a) Customer
|
||
Data; (b) Customer Domains; or (c) Customer's, or Customer's
|
||
End Users', use of the Services in violation of this
|
||
Agreement.
|
||
2. 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: (a) use of any Services in a modified form or in
|
||
combination with materials not furnished by Dropbox; and (b)
|
||
any content, information, or data provided by Customer, End
|
||
Users, or other third parties.
|
||
3. Possible Infringement. If Dropbox believes the Services or
|
||
Software infringe or may be alleged to infringe a third
|
||
party's Intellectual Property Rights, then Dropbox may: (a)
|
||
obtain the right for Customer, at Dropbox's expense, to
|
||
continue using the Services or Software; (b) provide a
|
||
non-infringing functionally equivalent replacement; or (c)
|
||
modify the Services or Software 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
|
||
or Software, with a pro-rata refund of prepaid fees for the
|
||
Services or Software.
|
||
4. 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: (a) any settlement requiring the Party seeking
|
||
indemnification to admit liability requires prior written
|
||
consent, not to be unreasonably withheld or delayed; and (b)
|
||
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.
|
||
1. Generally. THE SERVICES AND SOFTWARE 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 USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE
|
||
TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE
|
||
SERVICES.
|
||
2. Beta Services. Despite anything to the contrary in this
|
||
Agreement: (a) Customer may choose to use Beta Services in its
|
||
sole discretion; (b) Beta Services may not be supported and
|
||
may be changed at any time without notice; (c) Beta Services
|
||
may not be as reliable or available as the Services; (d) Beta
|
||
Services have not been subjected to the same security measures
|
||
and auditing to which the Services have been subjected; and
|
||
(e) DROPBOX WILL HAVE NO LIABILITY ARISING OUT OF OR IN
|
||
CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
|
||
10. Limitation of Liability.
|
||
1. 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.
|
||
2. 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 TO DROPBOX HEREUNDER DURING THE TWELVE MONTHS
|
||
PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
|
||
11. Disputes.
|
||
1. Informal Resolution. Before filing a claim, each Party agrees
|
||
to try to resolve the dispute by contacting the other Party
|
||
through the notice procedures in Section 12.6. If a dispute is
|
||
not resolved within thirty days of notice, Customer or Dropbox
|
||
may bring a formal proceeding.
|
||
2. Arbitration. 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
|
||
[76]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.
|
||
3. Exception to Arbitration. 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.
|
||
4. 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.
|
||
1. 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 these 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 thirty days
|
||
of receiving notice of the change.
|
||
2. Entire Agreement. This Agreement supersedes any prior
|
||
agreements or understandings between the Parties, and
|
||
constitutes the entire Agreement between the Parties related
|
||
to this subject matter. All attachments to the Agreement,
|
||
Customer invoices, and Order Forms executed by the Parties,
|
||
are hereby incorporated into the Agreement by this reference.
|
||
3. Interpretation of Conflicting Terms. If there is a conflict
|
||
between the documents that make up this Agreement, the
|
||
documents will control in the following order: the invoice,
|
||
the Order Form, the Agreement. The terms and conditions of
|
||
this Agreement will be considered the confidential information
|
||
of Dropbox, and Customer will not disclose the information to
|
||
any third parties. Customer agrees that any terms and
|
||
conditions on a Customer purchase order will not apply to this
|
||
Agreement and are null and void. If End Users are required to
|
||
click through terms of service in order to use the Services,
|
||
those click through terms are subordinate to this Agreement
|
||
and this Agreement will control if there is a conflict.
|
||
4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA
|
||
LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
|
||
5. 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.
|
||
6. Notice. Notices must be sent via email, 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 Legal at
|
||
[77]contractnotices@dropbox.com, with a copy to Dropbox, Inc.,
|
||
P.O. Box 77767, San Francisco, CA 94107, attn.: Legal
|
||
Department.
|
||
7. Waiver. A waiver of any default is not a waiver of any
|
||
subsequent default.
|
||
8. 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.
|
||
9. No Agency. Dropbox and Customer are not legal partners or
|
||
agents, but are independent contractors.
|
||
10. Subcontracting. Dropbox will remain liable for all acts or
|
||
omissions of its Subcontractors or Sub-processors, and for any
|
||
subcontracted obligations.
|
||
11. 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).
|
||
12. 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.
|
||
13. Definitions.
|
||
+ "Acceptable Use Policy" means the Dropbox acceptable use
|
||
policy set forth at the following link, or other link that
|
||
Dropbox may provide:
|
||
[78]https://www.dropbox.com/terms#acceptable_use.
|
||
+ "Account Data" means the account and contact information
|
||
submitted to the Services by Customer or End Users.
|
||
+ "Administrator" means the Customer-designated technical End
|
||
User who administers the Services to End Users on Customer's
|
||
behalf. Administrators may be able to access, disclose,
|
||
restrict or remove Customer Data in or from End User Accounts.
|
||
Administrators may also have the ability to monitor, restrict,
|
||
or terminate access to End User Accounts.
|
||
+ "Admin Account" means the administrative account provided to
|
||
Customer by Dropbox for the purpose of administering the
|
||
Services.
|
||
+ "Admin Console" means the online tool provided by Dropbox to
|
||
Customer for use in administering the Services.
|
||
+ "Affiliate" means any entity that controls, is controlled by
|
||
or is under common control with a Party, where "control" means
|
||
the ability to direct the management and policies of an
|
||
entity.
|
||
+ "Beta Services" means services or features identified as
|
||
alpha, beta, preview, early access, or evaluation, or words or
|
||
phrases with similar meanings.
|
||
+ "Customer Data" means Stored Data, Account Data, and messages,
|
||
comments, structured data, photos, and other content submitted
|
||
to the Services by Customer or End Users.
|
||
+ "Customer Domains" means Customer's Internet domain names.
|
||
+ "Effective Date" means the date this Agreement is accepted by
|
||
Customer.
|
||
+ "End Users" means users of Customer's Services account. End
|
||
Users may include Customer's and its Affiliate's employees and
|
||
consultants.
|
||
+ "End User Account" means a Dropbox hosted account established
|
||
by Customer through the Services for an End User.
|
||
+ "EU Data Protection Laws" means those laws implementing EU
|
||
Data Protection Directive (95/46/EC).
|
||
+ "EU-US Privacy Shield Program" means the EU-U.S. Privacy
|
||
Shield Program framework and its principles as set forth by
|
||
the US Department of Commerce and the European Commission
|
||
regarding the collection, use, and retention of personal data
|
||
from EU member states.
|
||
+ "EU Standard Contractual Clauses" means the EU Standard
|
||
Contractual Clauses with Dropbox, Inc. for the transfer of
|
||
personal data to processors set forth at the following link:
|
||
[79]https://assets.dropbox.com/documents/en-us/legal/eu-standa
|
||
rd-clauses-dfb-011017.pdf or other link that Dropbox may
|
||
provide.
|
||
+ "Excluded Features" means services or features listed here
|
||
[80]https://assets.dropbox.com/documents/en-us/legal/dfb-servi
|
||
ces-exceptions.pdf, which list may be updated from time to
|
||
time by Dropbox, provided that non-Beta features incorporated
|
||
in the Services as of the Effective Date will not be
|
||
transitioned to the Excluded Features list during the Term.
|
||
+ "Export Control Laws" means all applicable export and
|
||
re-export control laws and regulations, including the Export
|
||
Administration Regulations ("EAR<") maintained by the U.S.
|
||
Department of Commerce, trade and economic sanctions
|
||
maintained by the Treasury Department's Office of Foreign
|
||
Assets Control, and the International Traffic in Arms
|
||
Regulations ("ITAR") maintained by the Department of State.
|
||
+ "Fees" means the amounts invoiced to Customer by Dropbox for
|
||
the Services as described on the Order Form.
|
||
+ "Initial Services Term" means the term for the applicable
|
||
Services beginning on the Provisioning Date and continuing for
|
||
the duration set forth on the Order Form.
|
||
+ "Intellectual Property Rights" means current and future
|
||
worldwide rights under patent, copyright, trade secret,
|
||
trademark, moral rights, and other similar rights.
|
||
+ "Order Form" means the ordering document, or ordering page,
|
||
for the Services.
|
||
+ "Provisioning Date" is the date upon which Dropbox makes the
|
||
Services available to Customer.
|
||
+ "Renewal Term" means, unless otherwise agreed to in writing by
|
||
the Parties, the twelve-month renewal term following either
|
||
the Services Initial Term, or a previous Renewal Term. Renewal
|
||
Terms are set forth on the Order Form.
|
||
+ "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;
|
||
or (ii) unauthorized third-party access to the Services.
|
||
+ "Services" means the services ordered by Customer and provided
|
||
by Dropbox to Customer, which are described at
|
||
[81]https://www.dropbox.com/business, or other link that
|
||
Dropbox may provide.
|
||
+ "Services Term" means the Initial Services Term and all
|
||
Renewal Terms for the applicable Services.
|
||
+ "Software" means the client software provided as part of the
|
||
Services.
|
||
+ "Stored Data" means the files uploaded to the Services using
|
||
the Software by Customer or End Users.
|
||
+ "Subcontractor" means an entity to whom Dropbox subcontracts
|
||
any of its obligations under this Agreement.
|
||
+ "Sub-processor" means an entity who agrees to process Stored
|
||
Data on Dropbox's behalf, or on behalf of another Dropbox
|
||
sub-processor, in order to provide the Services.
|
||
+ "Taxes" means any sales, use, value added, goods and services,
|
||
consumption, excise, local stamp, or other tax, (including but
|
||
not limited to ISS, CIDE, PIS, CONFINS), duty or other charge
|
||
of any kind or nature excluding tax that is based on Dropbox's
|
||
net income, associated with the Services or Software,
|
||
including any related penalties or interest.
|
||
+ "Term" means the term of the Agreement, which will begin on
|
||
the Effective Date and continue until the earlier of: (i) the
|
||
end of the Services Term; or (ii) the Agreement is terminated
|
||
as set forth herein.
|
||
+ "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 Account, or from
|
||
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, or an End User's authorized representative, permitting
|
||
a disclosure.
|
||
+ "Withholding Taxes" mean any Taxes Customer is required by law
|
||
to withhold, which are then imposed on Dropbox, or Customer's
|
||
reseller, as applicable.
|
||
|
||
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]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.
|