Dropbox Alpha Program Agreement

Posted: December 13, 2018

Dropbox, Inc. and its affiliates (“Dropbox” or “we” or “us”) intend to provide you with early access to some of our features and functionality that we are still testing. These products or features are identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meaning (“Alpha Products”), and are made available to you so that we can get your feedback (the “Purpose”). By joining the Dropbox Alpha Program and using the Alpha Products, you are agreeing to be bound by this agreement. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind your organization and the members of your Dropbox team to this agreement.

Alpha Products

You will receive our Alpha Products while we are still trying to work out the kinks and before we officially launch features and functionality to the rest of our customer base. As a result and notwithstanding anything to the contrary in this agreement or any other agreement between you and Dropbox: (a) you may use or decline to use any Alpha Product; (b) Alpha Products may not be supported and may be changed at any time without notice to you; (c) Alpha Products may not be as reliable or available as other Dropbox products or services; (d) Alpha Products have not been subjected to the same security measures and auditing to which other Dropbox products or services may have been subjected; and (e) DROPBOX WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY ALPHA PRODUCT—USE AT YOUR OWN RISK. In many cases, we will replace the Alpha Products with new versions prior to the official launch.

Your use of the Alpha Products is also governed by our terms of service (including our Dropbox team Agreement, if applicable) and privacy policy. In the event there is a conflict between this agreement and those terms of service and privacy policy (in particular, the terms related to the treatment of Alpha Products), the terms of this agreement will govern.

Confidential Information

“Confidential Information” means any technical or business information disclosed by us to you that is designated as confidential or that reasonably should be understood to be confidential (this includes our Alpha Products).

We appreciate your efforts to protect our Confidential Information and keep new features and functionality secret until official launch. You may use the Confidential Information only for the Purpose. You will take reasonable measures to protect the Confidential Information, and at least those measures you take to protect your own confidential information of a similar nature. You will not disclose Confidential Information to any third parties. You may disclose Confidential Information to the extent required by law or regulation if you give us reasonable advance written notice (to the extent permitted) so that we can seek to prevent or limit the disclosure.

Your confidentiality and use obligations will not apply to the extent any Confidential Information:

1. is generally known or available to the public, through no act or omission of yours;
2. was known, without restriction, prior to receiving it from us;
3. is rightfully acquired from a third party who has the right to disclose it without restriction; or
4. is independently developed without access to any Confidential Information.

We will retain all right, title, and interest to the Confidential Information. This agreement does not grant you any intellectual property rights or other rights of ours, except the limited right to use Confidential Information for the Purpose.

Neither party will use the other party’s name publicly or otherwise publicly refer to Confidential Information or the participation in the Alpha Program without the other’s written consent, not to be unreasonably withheld or delayed.

The unauthorized use or disclosure of the Confidential Information would cause us irreparable harm, and accordingly we may obtain immediate equitable relief to enjoin any unauthorized use or disclosure of the Confidential Information, in addition to other rights and remedies we may have.

User Studies and Feedback

You may be invited to participate in online or in-person user studies conducted and recorded by us. We will own any recording of the studies and you grant us permission to use the recording (or other output) of the studies for our internal research and product development purposes.

We appreciate any feedback—such as oral or written comments, suggestions, error reports, and analysis (“Feedback”)—you give us regarding our Confidential Information. You agree to and hereby do assign to us all right, title, and interest in the Feedback and agree to provide us any assistance we require to document and maintain our rights in the Feedback.

Software

Some of our Alpha Products allow you to download client software that we are testing as part of the Alpha Program ("Alpha Software"), which may update automatically. So long as you comply with this agreement, we give you a limited, nonexclusive, nontransferable, revocable license to use the Alpha Software, solely to access the Alpha Products. To the extent any component of the Alpha 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 this agreement. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Alpha Products, attempt to do so, or assist anyone in doing so.

Termination

Either party may terminate this agreement at any time for any reason upon prior written notice (email OK). We may terminate your access to the Alpha Products at any time for any reason. Upon written request (email OK) or termination of this agreement, you will immediately cease using the Confidential Information. Obligations with respect to Confidential Information already disclosed will survive for 5 years after disclosure.

Modification

We may revise this agreement from time to time and the most current version will always be posted on our website. If we think a revision is material, we will notify you (for example via email to the email address associated with your account). Other revisions may be posted to our website, so please check it regularly. By continuing to access or use the Alpha Products after revisions become effective, you agree to be bound by the revised agreement. If you do not agree to the new terms, please stop using the Alpha Products.

Miscellaneous

This agreement is governed by California law except for its conflicts of law principles. All claims arising out of or relating to this agreement must be litigated exclusively in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions in our terms of service. Both parties consent to the venue and personal jurisdiction in those courts. 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 or that give consumers the right to bring disputes in their local courts. This paragraph doesn't override those laws. This agreement is the complete and exclusive statement regarding its subject matter and supersedes all prior or contemporaneous agreements. Failure to enforce any provision of this agreement is not a waiver. If any provision is unenforceable, the other provisions will remain effective. You may not assign this agreement, in whole or in part, without our prior written consent, and any assignment otherwise is void. This agreement does not create any joint venture or partnership relationship. There are no third party beneficiaries to this agreement.