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diff --git a/network/dropbox/business_agreement.txt b/network/dropbox/business_agreement.txt deleted file mode 100644 index 4543596eb7..0000000000 --- a/network/dropbox/business_agreement.txt +++ /dev/null @@ -1,367 +0,0 @@ -Dropbox for Business Agreement - - Posted: February 20, 2014 - - Effective: March 24, 2014 - - This Dropbox for Business Agreement (the "Agreement") is between - Dropbox, Inc., a Delaware corporation ("Dropbox") and the organization - agreeing to these terms ("Customer"). This Agreement governs access to - and use of the Dropbox for Business client software ("Software") and - services (together, the "Services" or "Dropbox for Business"). By - clicking "I Agree," signing your contract for the Services or using the - Services, you agree to this Agreement as a Customer. If you are - agreeing to this Agreement for use of the Services by an organization, - you are agreeing to this Agreement on behalf of that organization. You - must have the authority to bind that organization to this Agreement, - 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 locations other than Customer's country. Dropbox has - certified that it adheres to the U.S.-E.U. and Swiss-U.S. Safe - Harbor frameworks and their principles. "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. - 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 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. - 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 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 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. 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 MAY AUTOMATICALLY - CHARGE AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS - CUSTOMER NOTIFIES DROPBOX 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 will - charge tax when required to do so. If Customer is required by - law to withhold any taxes, Customer must provide Dropbox with - an official tax receipt or other appropriate documentation. - d. 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. - 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 TO DROPBOX 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 - 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 for 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, 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 invoice, the 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. - |