Newer Version: 2/4/2019
Posted: January 12, 2018.
Effective:
These Dropbox Developer Terms and Conditions (the "Developer Terms") are between Dropbox International Unlimited Company if your organization is based outside of 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 Developer Terms ("Developer"). These Developer Terms govern your access to and use of the services that Dropbox offers developers, such as APIs, API SDKs, scripts, buttons, widgets, app keys, access tokens, and developer web pages and documentation (the "DBX Platform"). By clicking "I Agree," signing a contract for the DBX Platform, or using the DBX Platform, Developer agrees to these Developer Terms as a Developer.
If Developer intends to use the DBX Platform on behalf of an organization, by accepting these Developer Terms, Developer is agreeing to these Developer Terms on behalf of that organization. Developer must have authority to bind that organization to these Developer Terms, otherwise Developer must not use or access the DBX Platform.
1. Developer Apps.
1.1. Use of the DBX Platform. Developer will comply with all Dropbox Policies. To move a Developer App into production, or to gain access to certain features of the DBX Platform, Developer must submit a request for production status to Dropbox. Dropbox may, in its sole discretion, deny these requests.
1.2. Prohibited Actions. Developer warrants that it, its use of the DBX Platform, and the Developer App will not, and will not attempt to:
1.2.1. violate, encourage, or facilitate the violation of, Dropbox’s Acceptable Use Policy;
1.2.2. use or alter the Dropbox website, or any element of any Dropbox website, without Dropbox's written consent; or
1.2.3. mislead Users or collect, use, alter, or delete any User Data either without the prior written consent of the User, or in violation of applicable law, including any applicable privacy laws.
1.3. Platform Usage.
1.3.1. Dropbox may review and monitor the DBX Platform, including how the Dropbox services are being accessed and used, but is not obligated to do so. Dropbox is not responsible for files, posts on Dropbox forums, or any other third party information accessible through the DBX Platform.
1.3.2. Dropbox may set and enforce limitations on Developer’s use of the DBX Platform, such as limiting the number of calls accepted by services on the DBX Platform, in its own discretion. Developer will not attempt to circumvent, these limitations.
1.3.3. Dropbox may modify or update the DBX Platform from time to time.
1.4. Dropbox Products & Feedback. These Developer Terms do not grant Developer any rights in any Dropbox products or services or any User Data. Dropbox may use, modify, incorporate into Dropbox’s products and services, license, or sublicense any feedback, comments, or suggestions Developer sends to Dropbox or posts in any Dropbox forums without any obligation to Developer.
1.5. Open Source Software. If any component of the DBX Platform is offered under an open source license, Dropbox will make the license available to Developer and the provisions of that license may expressly override some of these Developer Terms.
2. Security. To the extent Developer uses or has access to an access token that gives Developer the ability to use or access User Data, Developer will: 2.1. prevent loss, theft, damage, or unauthorized access to or disclosure of User Data and access tokens using no less than reasonable security measures;
2.2. maintain a comprehensive security program based on reasonable organizational, physical, and technical security controls;
2.3. use secure communication protocols such as SSL or TLS and Hypertext Transfer Protocol Secure (HTTPS) enabled by default for any data that is transmitted to or from Dropbox via the Developer App;
2.4. promptly report to Dropbox any known or suspected security breach involving the Developer App, DBX Platform, or User Data, and provide reasonable assistance to Dropbox on remediation efforts with respect to the breach. In the event of a security breach, prior to issuing any public statements or responses to third party inquiries, Developer will work in good faith with Dropbox to coordinate a statement or response, unless prohibited by law;
2.5. require that Users authenticate with Dropbox via the Dropbox authentication API before the Developer App accesses any data from Dropbox; and
2.6. not (a) copy, use, or store any Dropbox login credentials (including name, email address, password, and access tokens) except as necessary in connection with the initial User authentication; provided that Developer will only store login credentials within the Developer App and will promptly delete login credentials once the User has completed the initial authentication; or (b) collect any login credentials from or allow Users to input any login credentials into any user interface other than the Dropbox login page, as described in the documentation for the Dropbox APIs.
3. User Data. In connection with operating the Developer App, Developer will: 3.1. ensure that User Data is collected, processed, transmitted, maintained, and used in compliance with a privacy policy that is made available to Users and that clearly and accurately describes to Users what user information Developer collects and how Developer uses and shares that information; 3.2. notify Users that Developer is responsible for the privacy, security, and integrity of User Data collected or accessed by Developer; 3.3. only enable functionality for a Developer App in accordance with Users’ instructions, including a Developer App’s configuration settings; and 3.4. use and disclose User Data only as authorized by the User.
4. Other Platforms and Users. Developer is responsible for: (a) the platforms and operating systems on which the Developer App is distributed and used; and (b) Users. Dropbox is not obligated to support Users, any Developer App, or Developer’s use of the DBX Platform. Developer will not state or imply any Dropbox endorsement of the Developer App, or any other products or services, without Dropbox’s prior written consent. Developer will not make any false or misleading representations about the Developer App, the DBX Platform, or Dropbox's products or services.
5. Intellectual Property.
5.1. Dropbox Trademark License. Dropbox grants Developer a non-exclusive, non-transferable, non-sublicenseable, revocable license to use the Dropbox Marks solely to promote the Developer App, provided that Developer may not imply that Dropbox created, supports, or endorses the Developer App in any way. This license is subject to these Developer Terms, applicable law, and the Dropbox Developer Branding Guide. All goodwill derived from Developer’s use of the Dropbox Marks will inure to the sole benefit of Dropbox. Developer also agrees not to contest or aid in contesting Dropbox's rights in, or the validity of, the Dropbox Marks.
5.2. Developer Trademark License. Developer grants to Dropbox a non- exclusive, non-transferable license to use the Developer Marks and descriptive materials that Developer publishes about the Developer App or Developer’s use of the DBX Platform. This license is: (a) limited to Dropbox promoting Dropbox products or services; (b) limited to Dropbox acknowledging or promoting Developer’s use of the DBX Platform; and (c) subject to applicable law and any trademark usage guidelines that Developer provides to Dropbox, except to the extent the trademark usage guidelines require further permission for the uses described above or conflict with these Developer Terms.
5.3. Reservation of Rights. Dropbox reserves all right, title and interest in and to the Dropbox Marks and DBX Platform. Except as expressly set forth herein, these Developer Terms do not grant Developer any rights in the Dropbox Marks, DBX Platform, or any other Dropbox intellectual property.
6. Confidentiality. Dropbox and Developer may disclose Confidential Information to each other. The receiving party may use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Developer Terms. The receiving party must use a reasonable degree of care to protect Confidential Information. The receiving party will not disclose Confidential Information to any third party except to its employees, agents, or third party contractors who need to know it and if they are bound by terms at least as restrictive as those in these Developer Terms. Confidentiality obligations do not apply to the extent the information: (a) was known to the receiving party without restriction before receipt from the disclosing party; (b) is publicly available through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without access to Confidential Information. A party may disclose Confidential Information to the extent it is compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. Upon written request, the receiving party will promptly return all Confidential Information and copies to the receiving party, or certify in writing that it has destroyed all such materials. Breach of this Section 5 could cause the disclosing party irreparable harm, and the disclosing party may seek immediate equitable relief, in addition to other rights and remedies it may have.
7. Term and Termination.
7.1. Term. These Developer Terms will remain in effect until terminated as set forth herein.
7.2. Termination by Dropbox. Dropbox may terminate these Developer Terms or suspend Developer’s access to all or any part of the DBX Platform: (a) if Developer is in material breach of these Developer Terms and fails to cure that breach within 30 days after receipt of written notice; (b) if Dropbox is required to do so by law; (c) if Dropbox ceases to offer any services covered by these Developer Terms; (d) if Dropbox determines or has reason to believe the Developer or Developer App may cause harm or loss to Dropbox or any Dropbox users, or the Developer or the Developer App is or will be a threat to Users or the DBX Platform; (e) for any other reason with 30 days prior written notice to Developer; or (f) in order to address any security threat.
7.3. Termination by Developer. Developer may terminate these Developer Terms at any time by ceasing all use of the DBX Platform (including use by the Developer Apps) and terminating Developer’s developer account.
7.4. Effect of Termination. If these Developer Terms are terminated or expire: (a) the rights granted by Dropbox to Developer will cease immediately; (b) Developer will cease all use, operation, support, promotion, and distribution of all of the Developer Apps and the DBX Platform; (c) Developer may lose access to any content, materials, or information that Developer has provided to Dropbox related to the Developer App or through the DBX Platform. The following sections will survive expiration or termination of these Developer Terms: 1.2, 1.4, 1.5, 3, 5, 6.4, and 7-13.
8. Warranties. Developer represents and warrants that: (a) all information Developer provides to Dropbox is true, accurate, and complete; (b) Developer has not previously had a Dropbox account that Dropbox terminated; (c) Developer has the full right, power, and authority to make, distribute, operate, support, and promote the Developer App, use the DBX Platform, and to enter into these Developer Terms; and (d) the Developer App, its contemplated use, and Developer’s use of the DBX Platform will not violate the intellectual property rights or other rights of others, or violate any laws.
9. Disclaimer. THE DROPBOX SERVICES, DBX PLATFORM AND ALL DROPBOX SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. DROPBOX DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Indemnity. Developer will indemnify, defend, and hold Dropbox and its affiliates, agents, and licensors harmless from all costs and expenses, including reasonable attorneys' fees, arising from any third party claim relating to: (a) Developer’s breach of these Developer Terms or any act or omission by Developer in connection with Developer’s use of the DBX Platform; (b) the Developer App; and (c) Developer’s collection or use of User Data. Dropbox may, at its own expense, participate in the defense and settlement of any claim or action with counsel of Dropbox’s own choosing. Developer cannot settle any claims without Dropbox’s prior written consent if the settlement assigns liability to Dropbox, or limits Dropbox’s rights, provided Dropbox will not unreasonably withhold its consent.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DROPBOX, ITS AFFILIATES, OR AGENTS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY; OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF DROPBOX KNEW OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF DROPBOX, ITS AFFILIATES, AND AGENTS FOR ALL CLAIMS UNDER THESE DEVELOPER TERMS WILL NOT EXCEED THE GREATER OF $100 OR ANY AMOUNTS PAID BY DEVELOPER TO DROPBOX FOR ACCESS TO THE DBX PLATFORM DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
12. Modification. Dropbox may revise these Developer Terms from time to time. If, in Dropbox’s sole discretion, a revision is material, Dropbox will notify Developer by emailing the email address associated with Developer’s developer account. In the event of a material revision, if Developer does not agree to the revised Developer Terms, Developer may terminate the Developer Terms within 30 days of receiving notice of the revision. If a revision is not material, Dropbox will post the revised terms on its website, and Developer is responsible for checking these postings regularly. By continuing to access or use the DBX Platform after revisions become effective, Developer agrees to be bound by the revised Developer Terms.
13. Export. Developer will comply with all U.S. Export Control Laws. Developer is not located in a country or region embargoed by the U.S. Government or identified on OFAC’s List of Specially Designated Nationals, or any other government prohibited parties list, and Developer will not permit the use of the DBX Platform by any person or entity identified on those lists. Developer will not provide, export, re-export, or transfer any part of the DBX Platform or the Developer App to any embargoed country or region, or to governments or governmental instrumentalities of any embargoed country or region, absent a license or other necessary governmental authorization.
14. Disputes.
14.1. 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 14. If a dispute is not resolved within thirty days of notice, Developer or Dropbox may bring a formal proceeding.
14.2. Arbitration. Developer and Dropbox agree to resolve any claims relating to these Developer Terms or the DBX Platform through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both parties agree to in writing.
14.3. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by emailing developer-terms-opt-out@dropbox.com from the email address associated with your Dropbox account within 30 days of the date you first agreed to these terms or the Effective Date, whichever is later. 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.
14.4. 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 DBX Platform, breach of Section 5, or infringement of intellectual property rights without first engaging in the informal dispute notice process described above. Both Developer and Dropbox consent to venue and personal jurisdiction there.
14.5. NO CLASS ACTIONS. Developer 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.
15. Miscellaneous. THESE DEVELOPER TERMS AND THE USE OF THE DBX PLATFORM WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. These Developer Terms and the Dropbox Policies constitute the entire and exclusive agreement between Developer and Dropbox with respect to the DBX Platform, and supersede and replace any prior or contemporaneous agreements, terms, and conditions applicable to the DBX Platform. These Developer Terms do not create third party beneficiary rights. 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 Developer Terms will remain in full effect and an enforceable term will be substituted reflecting the parties’ intent as closely as possible. Developer may not assign any rights in these Developer Terms, and any attempt to do so is void. Dropbox and Developer are not legal partners or agents and intend their relationship to be that of independent contractors. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Developer 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 contractnotices@dropbox.com, with a copy to Dropbox, Inc., P.O. Box 77767, San Francisco, CA 94107, attn.: Legal Department.
16. Definitions.
"Confidential Information" means, in the case of Developer, the Developer Confidential Information, and in the case of Dropbox, the Dropbox Confidential Information.
"Developer App" means any application that uses the DBX Platform.
"Developer Confidential Information" means the information disclosed by Developer to Dropbox pursuant to Sections 2.4, and any information disclosed to Dropbox by way of any security questionnaire completed by Developer in connection with Developer’s use of the DBX Platform.
"Developer Marks" means all trademarks, service marks, logos, or trade names used to identify Developer or its products or services.
"Dropbox Confidential Information" means any code, inventions, know-how, User Data, or business, technical, or financial information that Dropbox discloses to Developer or Developer accesses through the DBX Platform or otherwise, provided that a reasonable person would consider the information confidential under the circumstances.
"Dropbox Marks" means all trademarks, service marks, logos or trade names used to identify Dropbox or its products or services.
"Dropbox Policies" means any Dropbox policies and requirements set forth on the Dropbox websites or other documentation provided by Dropbox, which may be modified from time to time, including but not limited to Dropbox’s Privacy Policy and the Developer Guide.
"U.S. Export Control Laws" means all U.S. export control laws and sanctions regulations in connection with the Supplier’s use of the DBX Platform, including the Export Administration Regulations of the Bureau of Industry and Security ("BIS"), U.S. Department of Commerce; the International Traffic in Arms Regulations administered by the U.S. Department of State; and economic sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury.
"User Data" means any and all data provided by or related to Users that is collected or accessed by Developer (or the Developer App) in connection with use of the DBX Platform.
"User" means any customer or user of the Developer App.