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diff --git a/network/dropbox/business_agreement.txt b/network/dropbox/business_agreement.txt new file mode 100644 index 0000000000..4543596eb7 --- /dev/null +++ b/network/dropbox/business_agreement.txt @@ -0,0 +1,367 @@ +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. + |