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.
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