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.

