DROPBOX TERMS OF SERVICE Posted:December 8, 2016April 17, 2018 Effective:February 10, 2017May 25, 2018Dropbox's Terms of Service will be changing effective May 25, 2018. Click here to review the new terms. ThanksThanks for using Dropbox! These terms of service ("TERMS") cover your use and access to our services, client software and websites ("SERVICES"). If you reside outside of the United States of America, Canada and Mexico ("NORTH AMERICA") your agreement is with Dropbox International Unlimited Company, and if you reside in North America your agreement is with Dropbox, Inc. Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you're agreeing to be bound by these Terms, our PrivacyPolicyPolicy, and Acceptable Use Policy. If you're using our Services for an organization, you're agreeing to these Terms on behalf of that organization. YOUR STUFF & YOUR PERMISSIONSWhenWhen you use our Services, you provide us with things like your files, content, messages,contactscontacts, and so on ("YOUR STUFF"). Your Stuff is yours. These Terms don't give us any rights to Your Stuff except for the limited rights that enable us to offer the Services.WeWe need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. Our Services also provide you with features like photo thumbnails, document previews, commenting, easy sorting, editing,sharingsharing, and searching. These and other features may require our systems to access,storestore, and scan Your Stuff. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with. SHARING YOUR STUFF Our Services let you share Your Stuff with others, so please think carefully about what you share. YOUR RESPONSIBILITIESYou'reYou're responsible for your conduct. Your Stuff and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others' intellectual property rights. Please don't copy, upload,downloaddownload, or share content unless you have the right to do so. We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren't responsible for the content people post and share via the Services. Help us keep you informed and Your Stuff protected. Safeguard your password to the Services, and keep your account information current. Don't share your account credentials or give others access to your account.YouYou may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use ourServices are not intended for and may notServices, you must beused by people underat least 13, or in some cases, even older. If you live in France, Germany, or the Netherlands, you must be at least 16. Please check your local law for the age of13. By using our Services,digital consent. If youare representing to us that you're over 13.don’t meet these age requirements, you may not use the Services. SOFTWARE Some of our Services allow you to download client software ("SOFTWARE") which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. BETA SERVICES We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as Dropbox's other services, so please keep that in mind. OUR STUFFTheThe Services are protected by copyright, trademark, and other US and foreign laws. These Terms don't grant you any right,titletitle, or interest in the Services, others' content in the Services, Dropbox trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you. COPYRIGHT We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our Copyright Policy. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is: Copyright Agent Dropbox, Inc. 333 Brannan Street San Francisco, CA 94107 copyright@dropbox.com PAID ACCOUNTS Billing. You can increase your storage space and add paid features to your account (turning your account into a "PAID ACCOUNT"). We'll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you're on an annual plan, we'll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You're responsible for all applicable taxes, and we'll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn't override these laws.NoNo Refunds. You may cancel your Dropbox Paid Account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgradingtoto, or renewing a Paid Account. Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels. Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account. DROPBOX TEAMSplansor DropboxEducation)Education plans) or you associate your Dropbox account with a personal email address. Using Dropbox Teams. If you join a Dropbox team, you must use it in compliance with your organization's terms and policies. Please note that Dropbox team accounts are subject to your organization's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your Dropbox team account. They may also be able to restrict or terminate your access to a Dropbox team account. If you convert an existing Dropbox account into part of a Dropbox team, your administrators may prevent you from later disassociating your account from the Dropbox team. TERMINATION You're free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if: (a) you're in breach of these Terms, (b) you're using the Services in a manner that would cause a real risk of harm or loss to us or other users, or (c) you don't have a Paid Account and haven't accessed our Services for 12 consecutive months. We'll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Stuff from our Services. If after such notice you fail to take the steps we ask of you, we'll terminate or suspend your access to the Services. We won't provide notice before termination where: (a) you're in material breach of these Terms, (b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or (c) we're prohibited from doing so by law. DISCONTINUATION OF SERVICES We may decide to discontinue the Services in response to unforeseen circumstances beyond Dropbox's control or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export Your Stuff from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we'll refund the portion of the fees you have pre-paid but haven't received Services for. SERVICES "AS IS"WeWe strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DROPBOX AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSEPURPOSE, AND NON-INFRINGEMENT. Some places don't allow the disclaimers in this paragraph, so they may not apply to you. LIMITATION OF LIABILITYWEWE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DOSO—THISSO--THIS INCLUDES ANY LIABILITY FOR DROPBOX'S OR ITS AFFILIATES' FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN'T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN'T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, DROPBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON'T BE LIABLE FOR:i.i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,EXEMPLARYEXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT DROPBOX OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.IFIF YOU USE THE SERVICES FOR ANY COMMERCIAL,BUSINESSBUSINESS, OR RE-SALE PURPOSE, DROPBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. DROPBOX AND ITS AFFILIATES AREN'T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH DROPBOX. RESOLVING DISPUTES Let's Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against Dropbox, you agree to try to resolve the dispute informally by contacting dispute-notice@dropbox.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Dropbox may bring a formal proceeding. Judicial forum for disputes. You and Dropbox agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and Dropbox consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn't affect those requirements. IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS: We Both Agree To Arbitrate. You and Dropbox agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by clicking here and submitting the opt-out form within 30 days of first registering your account. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding. Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to. Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Dropbox will pay all arbitration fees for individual arbitration for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Dropbox will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. Exceptions to Agreement to Arbitrate. Either you or Dropbox may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void. CONTROLLING LAW These Terms will be governed by California law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn't override those laws. ENTIRE AGREEMENT These Terms constitute the entire agreement between you and Dropbox with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights. WAIVER, SEVERABILITY & ASSIGNMENT Dropbox's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Dropbox may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. MODIFICATIONS We may revise these Terms from time to time to better reflect: (a) changes to the law, (b) new regulatory requirements, or (c) improvements or enhancements made to our Services. If an update affects your use of the Services or your legal rights as a user of our Services, we'll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you. If you don't agree to the updates we make, please cancel your account before they become effective. Where applicable, we'll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms. DROPBOX PRIVACY POLICY Posted: April 17, 2018 Effective: May 25, 2018 Thanks for using Dropbox! Our mission is to create a more enlightened way of working by providing an intuitive, unified platform to collaborate with others and unleash your creative energy. Here we describe how we collect, use, and handle your personal information when you use our websites, software, and services ("SERVICES"). For more information and details, please see our Frequently Asked Questions page. WHAT & WHY We collect and use the following information to provide, improve, and protect our Services: Account information. We collect, and associate with your account, the information you provide to us when you do things such as sign up for your account, upgrade to a paid plan, and set up two-factor authentication (like your name, email address, phone number, payment info, and physical address). Some of our Services let you access your accounts and your information via other service providers. Your Stuff. Our Services are designed to make it simple for you to store your files, documents, photos, comments, messages, and so on ("YOUR STUFF"), collaborate with others, and work across multiple devices. To make that possible, we store, process, and transmit Your Stuff as well as information related to it. This related information includes your profile information that makes it easier to collaborate and share Your Stuff with others, as well as things like the size of the file, the time it was uploaded, collaborators, and usage activity. Our Services provide you with different options for sharing Your Stuff. Contacts. You may choose to give us access to your contacts to make it easy for you to do things like share and collaborate on Your Stuff, send messages, and invite others to use the Services. If you do, we'll store those contacts on our servers for you to use. Usage information. 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). We use this information to improve our Services, develop new services and features, and protect Dropbox users. Please refer to our FAQ for more information about how we use this usage information to improve our Services. Device information. We also collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type 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 information to the Services. Cookies and other technologies. We use technologies like cookies 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 here. Marketing. We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our free Services, we will, from time to time, send you information about upgrades when permissible. Users who receive these marketing materials can opt out at any time. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email, or update your preferences in the Notifications section of your personal account. We sometimes contact people who do not have a Dropbox account. For recipients in the EU, we or a third party will obtain consent before contacting you. If you receive an email and no longer wish to be contacted by Dropbox, you can unsubscribe and remove yourself from our contact list via the message itself. Bases for processing your data. We collect and use the personal data described above in order to provide you with the Services in a reliable and secure manner. We also collect and use personal data for our legitimate business needs. To the extent we process your personal data for other purposes, we ask for your consent in advance or require that our partners obtain such consent. For more information on the lawful bases for processing your data, please see our FAQ. WITH WHOM We may share information as discussed below, but we won't sell it to advertisers or other third parties. Others working for and with 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. For a list of trusted third parties that we use to process your personal information, please see our FAQ. Other users. Our Services display information like your name, profile picture, device, and email address to other users in places like your user profile and sharing notifications. You can also share Your Stuff with other users if you choose. When you register your Dropbox account with an email address on a domain owned by your employer or organization, we may help collaborators and administrators 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 you sync up with 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-party providers access to your information and account—for example, via 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 and the Public Interest. We may disclose your information to third parties if we determine that such disclosure is reasonably necessary to: (a) comply with any applicable law, regulation, legal process, or appropriate government request; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of Dropbox or our users; (d) protect Dropbox's rights, property, safety, or interest; or (e) perform a task carried out in the public interest. Stewardship of your data is critical to us and a responsibility that we embrace. We believe that your data should receive the same legal protections regardless of whether it's stored on our Services or on your home computer's hard drive. We'll abide by the following Government Request Principles when receiving, scrutinizing, and responding to government requests (including national security requests) for your data: Be transparent, Fight blanket requests, Protect all users, and Provide trusted services. We publish a Transparency Report as part of our commitment to informing you 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 you to review our Government Request Principles and 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. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users. User Controls. You can access, amend, download, and delete your personal information by logging into your Dropbox account and going to your account settings page. You can also limit the way we collect and use your data on the user control page of your Dropbox account. Learn more here about managing your account information generally, or click here to learn how to change your profile information. Retention. When you sign up for an account with us, we'll retain information you store on our Services for as long as your account is in existence or as long as we need it to provide you the Services. If you delete your account, we will initiate deletion of this information after 30 days. Learn more here. 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. 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-U.S. Privacy Shield and Swiss-U.S. Privacy Shield. 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 customers and affiliates. Dropbox complies with the EU-U.S. and Swiss–U.S. Privacy Shield Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union, the European Economic Area, and Switzerland to the United States. You can find Dropbox's Privacy Shield certification here. You can also learn more about Privacy Shield at https://www.privacyshield.gov. 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 compliance—free of charge to you. We ask that you first submit any such complaints directly to us via privacy@dropbox.com. If you aren't satisfied with our response, please contact JAMS at 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. YOUR RIGHT TO CONTROL AND ACCESS YOUR INFORMATION You have control over your personal information and how it is collected, used, and shared. For example, you have a right to: Erase or delete all or some of Your Stuff in your Dropbox account. You can learn more about how to delete files saved on Dropbox here. Change or correct personal data. You can manage your account and the content contained in it, as well as edit some of your personal data, through your account settings page. Access and take your data. You can download a copy of Your Stuff in a machine readable format as outlined here. You can also ask us for a copy of personal data you provided to us. Find out how here. For more information on your right to control and access your personal information, please see our FAQ. CONTACT If you reside in North America (the United States, Canada, and Mexico), your personal information is controlled by Dropbox, Inc. For all other users, your personal information is controlled by Dropbox International Unlimited Company. Have questions or concerns about Dropbox, our Services, and privacy? Contact our Data Protection Officer at privacy@dropbox.com. If they can’t answer your question, you have the right to contact your local data protection supervisory authority.
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