Dropbox Terms of Service

Posted: July 25, 2019

Effective: September 24, 2019

You can see your previous Terms here.

Thanks for using Dropbox! Our mission is to create a more enlightened
way of working by providing an intuitive, unified platform to keep
your content safe and accessible while helping you and those you work
with stay coordinated and in sync. 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. 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 Privacy Policy, and Acceptable
Use Policy.  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 commenting, sharing, searching, image thumbnails,
document previews, optical character recognition (OCR), easy sorting and
organization, and personalization to help reduce busywork. To provide
these and other features, Dropbox accesses, stores, and scans Your
Stuff. You give us permission to do those things, and this permission
extends to our affiliates and trusted third parties we work with.
Your Responsibilities

Your use of our Services must comply with our 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.

Dropbox may review your conduct and content for compliance with these
Terms and our Acceptable Use Policy. We aren’t responsible for the
content people post and share via the Services.

Help us keep 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, to use our Services,
you must be at least 13 (or older, depending on where you live).  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’re still testing and
evaluating (“Beta Services”). Beta Services are labeled “alpha,”
“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. Beta Services are made available so that
we can collect user feedback, and by using our Beta Services, you agree
that we may contact you to collect such feedback.

Beta Services are confidential until official launch. If you use any
Beta Services, you agree not to disclose any information about those
Services to anyone else without our permission.  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 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 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, 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 remove Paid
Account features.

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 Business 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
Business or Education team (collectively, “Dropbox Business Team”)
or you associate your Dropbox account with a personal email address.

Using Dropbox Business Teams. If you join a Dropbox Business Team,
you must use it in compliance with your organization’s terms and
policies. Please note that Dropbox Business 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 Business
Team account. They may also be able to restrict or terminate your access
to a Dropbox Business Team account. If you convert an existing Dropbox
account into part of a Dropbox Business Team, your administrators may
prevent you from later disassociating your account from the Dropbox
Business 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) your use of the Services 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 the
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, a member state of the
European Union) 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.
