Dropbox Terms of Service

   Posted: December 8, 2016

   Effective: February 10, 2017

   Thanks 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 [45]Privacy Policy explains
   how we collect and use your information while our [46]Acceptable Use
   Policy outlines your responsibilities when using our Services. By using
   our Services, you're agreeing to be bound by these Terms, our
   [47]Privacy Policy and [48]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 Permissions

   When you use our Services, you provide us with things like your files,
   content, messages, contacts 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.

   We 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, sharing and searching. These and other features
   may require our systems to access, store 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 Responsibilities

   You're responsible for your conduct. Your Stuff and you must comply
   with our [49]Acceptable Use Policy. Content in the Services may be
   protected by others' intellectual property rights. Please don't copy,
   upload, download 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 [50]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.

   You may use our Services only as permitted by applicable law, including
   export control laws and regulations. Finally, our Services are not
   intended for and may not be used by people under the age of 13. By
   using our Services, you are representing to us that you're over 13.

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 Stuff

   The Services are protected by copyright, trademark, and other US and
   foreign laws. These Terms don't grant you any right, title 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
   [51]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.

   No Refunds. You may cancel your [52]Dropbox Paid Account at any time.
   Refunds are only issued if [53]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, upgrading to 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 Teams

   Email address. If you sign up for a Dropbox account with an email
   address provisioned by your organization, your organization may be able
   to block your use of Dropbox until you transition to an account on a
   Dropbox team (e.g., Dropbox Business plans or Dropbox Education) 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"

   We 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
   PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don't allow the
   disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

   WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE
   ILLEGAL TO DO SO—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. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY 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.

   IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS 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 [54]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 [55]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.

   If your organization signed a Dropbox Business or Dropbox Enterprise
   Agreement with Dropbox, that Agreement may have modified the privacy
   policy below. Please [56]contact your organization’s Admin for details.

Dropbox Privacy Policy

   Posted: December 8, 2016

   Effective: February 10, 2017

   Thanks for using Dropbox! Here we describe how we collect, use and
   handle your information when you use our websites, software and
   services ("Services").

What & Why

   We collect and use the following information to provide, improve and
   protect our Services:

   Account. We collect, and associate with your account, information like
   your name, email address, phone number, payment info, physical address,
   and account activity. Some of our services let you access your accounts
   and your information with other service providers.

   Services. Our Services are designed to make it simple for you to store
   Your Stuff, collaborate with others, and work across multiple devices.
   To make that possible, we store, process, and transmit Your Stuff—like
   files, messages, comments, and photos—as well as information related to
   it. This related information can be things like your [57]profile
   information that makes it easier to collaborate and share Your Stuff
   with others. Our Services provide you with different options for
   sharing Your Stuff.

   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. 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). This helps us provide you with
   features like the "Events" page and version history.

   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 [58]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 [59]here.

With whom

   We may share information as discussed below, but we won't sell it to
   advertisers or other third parties.

   Others working for 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.

   Other users. Our Services display information like your name, profile
   picture, and email address to other users in places like your user
   profile and sharing notifications. When you register your Dropbox
   account with an email address on a domain owned by your employer or
   organization, we may help collaborators 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 us show you 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 parties access to your
   information and account - for example, via [60]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. We may disclose your information to third parties if we
   determine that such disclosure is reasonably necessary to (a) comply
   with the law; (b) protect any person from death or serious bodily
   injury; (c) prevent fraud or abuse of Dropbox or our users; or (d)
   protect Dropbox's property rights.

   Stewardship of your data is critical to us and a responsibility that we
   embrace. We believe that our users' data should receive the same legal
   protections regardless of whether it's stored on our services or on
   their home computer's hard drive. We'll abide by the following
   [61]Government Request Principles when receiving, scrutinizing and
   responding to government requests (including national security
   requests) for our users' data:
     * Be transparent,
     * Fight blanket requests,
     * Protect all users and
     * Provide trusted services.

   We publish a [62]Transparency Report as part of our commitment to
   informing users 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 users to review our [63]Government
   Request Principles and [64]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.

   Retention. We'll retain information you store on our Services for as
   long as we need it to provide you the Services. If you delete your
   account, we'll also delete this information. 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. You can access your personal information by logging into
   your Dropbox account. Learn more [65]here.

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-US Privacy Shield and US-Swiss Safe Harbor. 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 users. Dropbox complies with the U.S.-Swiss Safe Harbor ("Safe
   Harbor") framework and its principles. We also participate in the
   EU-U.S. Privacy Shield Program ("Privacy Shield") and comply with its
   framework and principles. You can find Dropbox's Safe Harbor
   certification [66]here and our Privacy Shield certification [67]here.
   You can also learn more about Privacy Shield at
   [68]https://www.privacyshield.gov and Safe Harbor at
   [69]http://2016.export.gov/safeharbor/swiss/.

   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 and Safe Harbor
   compliance — free of charge to you. We ask that you first submit any
   such complaints directly to us via [70]privacyshield@dropbox.com. If
   you aren't satisfied with our response, please contact JAMS at
   [71]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.

Contact

   Have questions or concerns about Dropbox, our Services and privacy?
   Contact us at [72]privacy@dropbox.com.

   This section of the agreement only applies to [73]Dropbox Business
   customers. If your organization signed a Dropbox Business or Dropbox
   Enterprise Agreement with Dropbox, that Agreement may be different from
   the terms below. Please [74]contact your organization’s Admin for
   details.

   Dropbox updated its Business Agreement on January 30th, 2017. [75]Click
   here to view the previous version.

Dropbox Business Agreement

   Posted: 30 January 2017

   This Dropbox Business Agreement (the "Agreement") is between Dropbox
   International Unlimited Company if your organization is based outside
   the United States, Canada and Mexico ("North America") or, if your
   organization is based in North America, with Dropbox, Inc., a Delaware
   corporation (each, "Dropbox") and the organization agreeing to these
   terms ("Customer"). This Agreement governs access to and use of the
   Services and Beta Services. By clicking "I agree," signing your
   contract for the Services, or using the Services, you agree to this
   Agreement as a Customer.

   To the extent that Dropbox, Inc. is, on behalf of the Customer,
   processing Customer Data that is subject to EU Data Protection Laws, by
   clicking "I agree", you are also agreeing to the EU Standard
   Contractual Clauses, defined below, with Dropbox, Inc. for the transfer
   of personal data to processors.

   If you are agreeing to this Agreement and, if applicable, the EU
   Standard Contractual Clauses, for use of the Services by an
   organization, you are agreeing on behalf of that organization. You must
   have the authority to bind that organization to these terms, otherwise
   you must not sign up for the Services.
    1. Services.
         1. Provision. This Agreement governs access to, and use of, the
            Services and Software. Customer and End Users may access and
            use the Services in accordance with this Agreement.
         2. Security Measures.. 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.
         3. Data Processing and Transfer.
              a. Data Processing. Dropbox and its Sub-processors will only
                 process Customer Data to provide the Services and to
                 fulfill Dropbox's obligations under the Agreement.
                 Sub-processors' processing activities will be restricted
                 to processing on Dropbox's behalf and in accordance with
                 Dropbox's instructions. Customer agrees that Dropbox and
                 its Sub-processors may transfer, store, and process
                 Customer Data in locations other than Customer's country.
              b. EU-US Privacy Shield Program. Dropbox is certified and
                 complies with the EU-US Privacy Shield Program. If the
                 EU-US Privacy Shield Program is invalidated, Dropbox will
                 use commercially reasonable efforts to comply with the
                 resulting alternate or successor EU-US data transfer
                 mechanism.
              c. EU Standard Contractual Clauses. To the extent Customer
                 Data is subject to EU Data Protection Laws and is
                 processed by Dropbox on Customer's behalf: (i) Dropbox
                 will use and process Customer Data as Customer instructs
                 in order to provide the Services and to fulfill Dropbox's
                 obligations under the Agreement; and (ii) Customer agrees
                 to the EU Standard Contractual Clauses with Dropbox, Inc.
                 for the transfer of personal data. The EU Standard
                 Contractual Clauses apply only to the Services and future
                 variations of the Services, but do not apply to Beta
                 Services or Excluded Features.
         4. Modifications. Dropbox may update the Services from time to
            time. If Dropbox changes the Services in a manner that
            materially reduces their functionality, Dropbox will notify
            Customer at the email address associate with the account, and
            Customer may provide notice within thirty days of the change
            to terminate the Agreement. This termination right will not
            apply to updates made to features provided on a beta or
            evaluation basis.
         5. Software.
              a. Generally. The Services allow Customer and End Users to
                 download Software that may update automatically. If any
                 component of the Software is offered under an open source
                 license, Dropbox will make the license available to
                 Customer and to the extent the provisions of that license
                 grant Customer additional rights, those provisions will
                 expressly override some terms of this Agreement with
                 respect to that component of the Software.
              b. License. Dropbox hereby grants to Customer during the
                 Term a limited non-exclusive license to use the Software
                 solely in connection with the Services and in accordance
                 with this Agreement. This license is non-transferable
                 (subject to Section 12.8), irrevocable (except as set
                 forth in Section 7), non-sublicensable, and will be fully
                 paid up upon Customer's payment of the Fees.
         6. Customer Domains. Prior to providing the Services Dropbox may
            require Customer to verify that Customer owns or controls the
            Customer Domains. If Customer does not own or control the
            Customer Domains, then Dropbox will have no obligation to
            provide Customer with the Services.
    2. Customer Obligations.
         1. Customer Administration of the Services. Customer may specify
            End Users as Administrators through the Admin Console.
            Customer is responsible for maintaining the confidentiality of
            passwords and Admin Accounts, and managing access to Admin
            Accounts. Dropbox's responsibilities do not extend to the
            internal management or administration of the Services for
            Customer. The Customer acknowledges that, if the Customer
            purchases the Services through a reseller and designates any
            of the reseller's personnel as Administrators of the
            Customer's Services account, the reseller may be able to
            control account information, including Customer Data, and
            access the Customer's Services account as described above.
         2. Unauthorized Use or Access. Customer will prevent unauthorized
            use of the Services by its End Users and terminate any
            unauthorized use of or access to the Services. End User
            Accounts may only be provisioned, registered, and used by a
            single End User. 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.
         3. Restrictions. Customer will not: (a) sell, resell, or lease
            the Services or Software; (b) use the Services or Software for
            activities where use or failure of the Services or Software
            could lead to physical damage, death, or personal injury; (c)
            reverse engineer the Services or Software, or attempt or
            assist anyone else to do so, unless this restriction is
            prohibited by law; or (d) use the Services or Software,
            including the export or re-export of Customer Data, in
            violation of Export Control Laws.
         4. Compliance. Customer and its End Users must use the Services
            in compliance with the Acceptable Use Policy. Customer is
            responsible for use of the Services by its End Users. Customer
            will comply with laws and regulations applicable to Customer's
            use of the Services, if any. Customer will obtain and maintain
            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 not
            store, transmit or otherwise process any information via the
            Services that falls within the definition of "Protected Health
            Information" under the HIPAA Privacy Rule (45 C.F.R. Section
            164.051), unless Customer and Dropbox separately enter into a
            HIPAA Business Associate Agreement, which may be done via the
            Admin Console.
         5. Third-Party Apps and Integrations. If Customer uses any
            third-party service or applications, such as 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.
         6. Third-Party Requests.
              a. Customer Responsibility. 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.
              b. Dropbox Responsibility. Dropbox will make commercially
                 reasonable efforts, to the extent allowed by law and by
                 the terms of the Third-Party Request, to: (i) promptly
                 notify Customer of Dropbox's receipt of a Third-Party
                 Request; (ii) comply with Customer's commercially
                 reasonable requests regarding its efforts to oppose a
                 Third-Party Request; and (iii) 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. Payment.
         1. Fees. Customer will pay Dropbox or Customer's Reseller all
            applicable Fees for the Services, in the currency indicated on
            the Order Form. Customer authorizes Dropbox, or Customer's
            reseller, to charge Customer for all applicable Fees using
            Customer's selected payment method. Fees are non-refundable
            except as required by law or as otherwise specifically
            permitted in this Agreement.
         2. Payment. Customer will pay Dropbox invoices on the payment
            interval set forth in the Order Form. Dropbox may suspend or
            terminate the Services if Fees are past due. Customer will
            provide complete and accurate billing and contact information
            to Dropbox or to Customer's Reseller.
         3. Taxes. Fees are exclusive of taxes and Customer is responsible
            for all Taxes. Dropbox, or Customer's reseller, will charge
            Taxes when required to do so. If Customer provides Dropbox or
            its reseller with a valid exemption certificate, Dropbox or
            the reseller will not collect the taxes covered by that
            certificate.
         4. Withholding Taxes. Customer will pay Dropbox or its reseller
            net of any applicable Withholding Taxes. Customer and Dropbox,
            or Customer's reseller as applicable, will work together to
            avoid any Withholding Tax if exemptions, or a reduced treaty
            withholding rate, are available. If Dropbox or Customer's
            reseller qualifies for a tax exemption, or a reduced treaty
            withholding rate, Dropbox or Customer's reseller will provide
            Customer with reasonable documentary proof. Customer will
            provide Dropbox or Customer's reseller reasonable evidence
            that it has paid the relevant authority for the sum withheld
            or deducted.
         5. Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO
            AUTO-RENEWAL OR IS IN A TRIAL PERIOD, DROPBOX (OR THE
            CUSTOMER'S RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF
            THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES
            DROPBOX (OR THE CUSTOMER'S RESELLER, AS APPLICABLE) THAT THE
            CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. Dropbox may
            revise Service rates by providing the Customer at least thirty
            days' notice prior to the next charge.
         6. 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. If the
            Customer is purchasing via a reseller, any terms and
            conditions from the Customer's reseller or in a purchase order
            between the Customer and its reseller that conflict with the
            Agreement are null and void.
    4. Suspension.
         1. Of End User Accounts by Dropbox. If an End User: (a) violates
            this Agreement; or (b) 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.
         2. 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.
    5. Intellectual Property Rights.
         1. Reservation of Rights. Except as expressly set forth herein,
            this Agreement does not grant: (a) Dropbox any Intellectual
            Property Rights in Customer Data; or (b) Customer any
            Intellectual Property Rights in the Services or Dropbox
            trademarks and brand features.
         2. Limited Permission. Customer grants Dropbox only the limited
            rights that are reasonably necessary for Dropbox to provide
            the Services. This limited permission also extends to
            Subcontractors or Sub-processors.
         3. Suggestions. Dropbox may use, modify, and incorporate into its
            products and services, license and sublicense, any feedback,
            comments, or suggestions on the Services that Customer or End
            Users may send Dropbox or post in Dropbox's forums without any
            obligation to Customer.
    6. Term.
         1. Agreement Term. This Agreement will remain in effect for the
            Term.
         2. Services Term. Dropbox will provide the Services to Customer
            for the Services Term. Unless the parties agree otherwise in
            writing, End User Accounts purchased during any Services Term
            will have a prorated term ending on the last day of the
            pre-existing Services Term.
    7. Termination.
         1. Generally. Either Party may terminate this Agreement,
            including all Order Forms, if: (i) the other Party is in
            material breach of the Agreement and fails to cure that breach
            within thirty 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 ninety days.
         2. Effects of Termination. If this Agreement terminates: (a)
            except as set forth in this Section, the rights and licenses
            granted by Dropbox to Customer will cease immediately; (b)
            Dropbox may, at Customer's request, provide Customer access to
            its account at then-current fees so that Customer may export
            its Customer Data; and (c) after a commercially reasonable
            period of time, Dropbox may delete any Customer Data relating
            to Customer's account. The following sections will survive
            expiration or termination of this Agreement: 2.6 (Third Party
            Requests), 3 (Payment), 5 (Intellectual Property Rights), 7.2
            (Effects of Termination), 8 (Indemnification), 9
            (Disclaimers), 10 (Limitation of Liability), 11 (Disputes),
            and 12 (Miscellaneous).
    8. Indemnification.
         1. 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: (a) Customer
            Data; (b) Customer Domains; or (c) Customer's, or Customer's
            End Users', use of the Services in violation of this
            Agreement.
         2. 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: (a) use of any Services in a modified form or in
            combination with materials not furnished by Dropbox; and (b)
            any content, information, or data provided by Customer, End
            Users, or other third parties.
         3. Possible Infringement. If Dropbox believes the Services or
            Software infringe or may be alleged to infringe a third
            party's Intellectual Property Rights, then Dropbox may: (a)
            obtain the right for Customer, at Dropbox's expense, to
            continue using the Services or Software; (b) provide a
            non-infringing functionally equivalent replacement; or (c)
            modify the Services or Software 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
            or Software, with a pro-rata refund of prepaid fees for the
            Services or Software.
         4. 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: (a) any settlement requiring the Party seeking
            indemnification to admit liability requires prior written
            consent, not to be unreasonably withheld or delayed; and (b)
            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.
         1. Generally. THE SERVICES AND SOFTWARE 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 USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE
            TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE
            SERVICES.
         2. Beta Services. Despite anything to the contrary in this
            Agreement: (a) Customer may choose to use Beta Services in its
            sole discretion; (b) Beta Services may not be supported and
            may be changed at any time without notice; (c) Beta Services
            may not be as reliable or available as the Services; (d) Beta
            Services have not been subjected to the same security measures
            and auditing to which the Services have been subjected; and
            (e) DROPBOX WILL HAVE NO LIABILITY ARISING OUT OF OR IN
            CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
   10. Limitation of Liability.
         1. 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.
         2. 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.
         1. Informal Resolution. Before filing a claim, each Party agrees
            to try to resolve the dispute by contacting the other Party
            through the notice procedures in Section 12.6. If a dispute is
            not resolved within thirty days of notice, Customer or Dropbox
            may bring a formal proceeding.
         2. Arbitration. 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
            [76]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.
         3. Exception to Arbitration. 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.
         4. 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.
         1. Terms Modification. Dropbox may revise this Agreement from
            time to time and the most current version will always be
            posted on the Dropbox 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 these 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 thirty days
            of receiving notice of the change.
         2. Entire Agreement. This Agreement supersedes any prior
            agreements or understandings between the Parties, and
            constitutes the entire Agreement between the Parties related
            to this subject matter. All attachments to the Agreement,
            Customer invoices, and Order Forms executed by the Parties,
            are hereby incorporated into the Agreement by this reference.
         3. Interpretation of Conflicting Terms. 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. The terms and conditions of
            this Agreement will be considered the confidential information
            of Dropbox, and Customer will not disclose the information to
            any third parties. Customer agrees that any terms and
            conditions on a Customer purchase order will not apply to this
            Agreement and are null and void. If End Users are required to
            click through terms of service in order to use the Services,
            those click through terms are subordinate to this Agreement
            and this Agreement will control if there is a conflict.
         4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA
            LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
         5. 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.
         6. Notice. Notices must be sent via email, 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 Legal at
            [77]contractnotices@dropbox.com, with a copy to Dropbox, Inc.,
            P.O. Box 77767, San Francisco, CA 94107, attn.: Legal
            Department.
         7. Waiver. A waiver of any default is not a waiver of any
            subsequent default.
         8. 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.
         9. No Agency. Dropbox and Customer are not legal partners or
            agents, but are independent contractors.
        10. Subcontracting. Dropbox will remain liable for all acts or
            omissions of its Subcontractors or Sub-processors, and for any
            subcontracted obligations.
        11. 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).
        12. 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.
   13. Definitions.
          + "Acceptable Use Policy" means the Dropbox acceptable use
            policy set forth at the following link, or other link that
            Dropbox may provide:
            [78]https://www.dropbox.com/terms#acceptable_use.
          + "Account Data" means the account and contact information
            submitted to the Services by Customer or End Users.
          + "Administrator" means the Customer-designated technical End
            User who administers the Services to End Users on Customer's
            behalf. Administrators may be able to access, disclose,
            restrict or remove Customer Data in or from End User Accounts.
            Administrators may also have the ability to monitor, restrict,
            or terminate access to End User Accounts.
          + "Admin Account" means the administrative account provided to
            Customer by Dropbox for the purpose of administering the
            Services.
          + "Admin Console" means the online tool provided by Dropbox to
            Customer for use in administering the Services.
          + "Affiliate" means any entity that controls, is controlled by
            or is under common control with a Party, where "control" means
            the ability to direct the management and policies of an
            entity.
          + "Beta Services" means services or features identified as
            alpha, beta, preview, early access, or evaluation, or words or
            phrases with similar meanings.
          + "Customer Data" means Stored Data, Account Data, and messages,
            comments, structured data, photos, and other content submitted
            to the Services by Customer or End Users.
          + "Customer Domains" means Customer's Internet domain names.
          + "Effective Date" means the date this Agreement is accepted by
            Customer.
          + "End Users" means users of Customer's Services account. End
            Users may include Customer's and its Affiliate's employees and
            consultants.
          + "End User Account" means a Dropbox hosted account established
            by Customer through the Services for an End User.
          + "EU Data Protection Laws" means those laws implementing EU
            Data Protection Directive (95/46/EC).
          + "EU-US Privacy Shield Program" means the EU-U.S. Privacy
            Shield Program framework and its principles as set forth by
            the US Department of Commerce and the European Commission
            regarding the collection, use, and retention of personal data
            from EU member states.
          + "EU Standard Contractual Clauses" means the EU Standard
            Contractual Clauses with Dropbox, Inc. for the transfer of
            personal data to processors set forth at the following link:
            [79]https://assets.dropbox.com/documents/en-us/legal/eu-standa
            rd-clauses-dfb-011017.pdf or other link that Dropbox may
            provide.
          + "Excluded Features" means services or features listed here
            [80]https://assets.dropbox.com/documents/en-us/legal/dfb-servi
            ces-exceptions.pdf, which list may be updated from time to
            time by Dropbox, provided that non-Beta features incorporated
            in the Services as of the Effective Date will not be
            transitioned to the Excluded Features list during the Term.
          + "Export Control Laws" means all applicable export and
            re-export control laws and regulations, including the Export
            Administration Regulations ("EAR<") maintained by the U.S.
            Department of Commerce, trade and economic sanctions
            maintained by the Treasury Department's Office of Foreign
            Assets Control, and the International Traffic in Arms
            Regulations ("ITAR") maintained by the Department of State.
          + "Fees" means the amounts invoiced to Customer by Dropbox for
            the Services as described on the Order Form.
          + "Initial Services Term" means the term for the applicable
            Services beginning on the Provisioning Date and continuing for
            the duration set forth on the Order Form.
          + "Intellectual Property Rights" means current and future
            worldwide rights under patent, copyright, trade secret,
            trademark, moral rights, and other similar rights.
          + "Order Form" means the ordering document, or ordering page,
            for the Services.
          + "Provisioning Date" is the date upon which Dropbox makes the
            Services available to Customer.
          + "Renewal Term" means, unless otherwise agreed to in writing by
            the Parties, the twelve-month renewal term following either
            the Services Initial Term, or a previous Renewal Term. Renewal
            Terms are set forth on the Order Form.
          + "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;
            or (ii) unauthorized third-party access to the Services.
          + "Services" means the services ordered by Customer and provided
            by Dropbox to Customer, which are described at
            [81]https://www.dropbox.com/business, or other link that
            Dropbox may provide.
          + "Services Term" means the Initial Services Term and all
            Renewal Terms for the applicable Services.
          + "Software" means the client software provided as part of the
            Services.
          + "Stored Data" means the files uploaded to the Services using
            the Software by Customer or End Users.
          + "Subcontractor" means an entity to whom Dropbox subcontracts
            any of its obligations under this Agreement.
          + "Sub-processor" means an entity who agrees to process Stored
            Data on Dropbox's behalf, or on behalf of another Dropbox
            sub-processor, in order to provide the Services.
          + "Taxes" means any sales, use, value added, goods and services,
            consumption, excise, local stamp, or other tax, (including but
            not limited to ISS, CIDE, PIS, CONFINS), duty or other charge
            of any kind or nature excluding tax that is based on Dropbox's
            net income, associated with the Services or Software,
            including any related penalties or interest.
          + "Term" means the term of the Agreement, which will begin on
            the Effective Date and continue until the earlier of: (i) the
            end of the Services Term; or (ii) the Agreement is terminated
            as set forth herein.
          + "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 Account, or from
            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, or an End User's authorized representative, permitting
            a disclosure.
          + "Withholding Taxes" mean any Taxes Customer is required by law
            to withhold, which are then imposed on Dropbox, or Customer's
            reseller, as applicable.

Dropbox DMCA Policy

   Dropbox (“Dropbox”) respects the intellectual property rights of others
   and expects its users to do the same. In accordance with the Digital
   Millennium Copyright Act of 1998, the text of which may be found on the
   U.S. Copyright Office website at
   [82]http://www.copyright.gov/legislation/dmca.pdf, Dropbox will respond
   expeditiously to claims of copyright infringement committed using the
   Dropbox service and/or the Dropbox website (the “Site”) if such claims
   are reported to Dropbox’s Designated Copyright Agent identified in the
   sample notice below.

   If you are a copyright owner, authorized to act on behalf of one, or
   authorized to act under any exclusive right under copyright, please
   report alleged copyright infringements taking place on or through the
   Site by completing the following DMCA Notice of Alleged Infringement
   and delivering it to Dropbox’s Designated Copyright Agent. Upon receipt
   of Notice as described below, Dropbox will take whatever action, in its
   sole discretion, it deems appropriate, including removal of the
   challenged content from the Site.

             DMCA Notice of Alleged Infringement (“Notice”)

    1. Identify the copyrighted work that you claim has been infringed, or
       - if multiple copyrighted works are covered by this Notice - you
       may provide a representative list of the copyrighted works that you
       claim have been infringed.
    2. Identify the material or link you claim is infringing (or the
       subject of infringing activity) and to which access is to be
       disabled, including at a minimum, if applicable, the URL of the
       link shown on the Site or the exact location where such material
       may be found.
    3. Provide your company affiliation (if applicable), mailing address,
       telephone number, and, if available, email address.
    4. Include both of the following statements in the body of the Notice:
          + “I hereby state that I have a good faith belief that the
            disputed use of the copyrighted material is not authorized by
            the copyright owner, its agent, or the law (e.g., as a fair
            use).”
          + “I hereby state that the information in this Notice is
            accurate and, under penalty of perjury, that I am the owner,
            or authorized to act on behalf of, the owner, of the copyright
            or of an exclusive right under the copyright that is allegedly
            infringed.”
    5. Provide your full legal name and your electronic or physical
       signature.

   Deliver this Notice, with all items completed, to Dropbox’s Designated
   Copyright Agent:
   Copyright Agent
   Dropbox Inc.
   333 Brannan Street
   San Francisco, CA 94107
   [83]Submit DMCA notice

Dropbox Acceptable Use Policy

   Dropbox is used by millions of people, and we're proud of the trust
   placed in us. In exchange, we trust you to use our services
   responsibly.

   You agree not to misuse the Dropbox services ("Services") or help
   anyone else to do so. For example, you must not even try to do any of
   the following in connection with the Services:
     * probe, scan, or test the vulnerability of any system or network;
     * breach or otherwise circumvent any security or authentication
       measures;
     * access, tamper with, or use non-public areas or parts of the
       Services, or shared areas of the Services you haven't been invited
       to;
     * interfere with or disrupt any user, host, or network, for example
       by sending a virus, overloading, flooding, spamming, or
       mail-bombing any part of the Services;
     * access, search, or create accounts for the Services by any means
       other than our publicly supported interfaces (for example,
       "scraping" or creating accounts in bulk);
     * send unsolicited communications, promotions or advertisements, or
       spam;
     * send altered, deceptive or false source-identifying information,
       including "spoofing" or "phishing";
     * promote or advertise products or services other than your own
       without appropriate authorization;
     * abuse referrals or promotions to get more storage space than
       deserved;
     * circumvent storage space limits;
     * sell the Services unless specifically authorized to do so;
     * publish or share materials that are unlawfully pornographic or
       indecent, or that contain extreme acts of violence;
     * advocate bigotry or hatred against any person or group of people
       based on their race, religion, ethnicity, sex, gender identity,
       sexual preference, disability, or impairment;
     * violate the law in any way, including storing, publishing or
       sharing material that's fraudulent, defamatory, or misleading; or
     * violate the privacy or infringe the rights of others.
