Dropbox developer terms and conditions

Last Updated: 5/1/2010

These Dropbox App Developer Terms and Conditions ("Terms") constitute a legal agreement between Dropbox, Inc ("Dropbox") and you ("you"). Please read the Terms, our Privacy Policy and all policies mentioned in the Terms (which are incorporated herein by reference) carefully.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "I AGREE" OR "I ACCEPT" BUTTON OR BY CREATING AN APP YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE DROPBOX DEVELOPER WEBSITE ("SITE"), DROPBOX KEYS OR CREATE AN APP. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

1. Definitions.

App

means an application developed by you as a Dropbox Developer that functions or is compatible with the Dropbox Services, accessed and available only via a Third Party Platform, and hosted by you or by a third party on your behalf, including all new versions and new releases thereof and updates thereto.

Developer Marks

means all trademarks, service marks, logos or trade names used by a Dropbox Developer to identify itself and its products and services.

End User

means a customer that accesses or acquires your App via a Third Party Platform.

Enhanced Key

means the encrypted key, which is made available to you as a Dropbox Developer by Dropbox, which can be used by you to create an App, offering more functionality that that offered with the Standard Key.

Personal Information

means any information pertaining to a specific person, including, but not limited to, a person's name, e-mail address, mailing address, telephone number, or persistent identifier (such as an identification number held in a cookie) which is associated with a person's personally identifiable information. Personal Information also includes information that can, together with the other information collected or to be collected, identify a specific individual, even if such information cannot, by itself, identify a specific individual.

Sandbox App

means an App that is created by you as a Dropbox Developer utilizing the Standard Key.

Standard Key

means the encrypted key, which is made available to you as a Dropbox Developer by Dropbox, which can be used by you to create an App.

Third Party Platforms

means third party platforms or environments, including, but not limited to, internet platforms and mobile devices, including the Apple iPhone, iPod Touch or iPad, or any successor platforms or devices that are based on or embed the current or future versions of Apple's operating system for these devices or platforms.

Trusted App

means an App that is created by you as a Dropbox Developer utilizing the Enhanced Key.

2. Your Account for App Development.

In order to access certain features of the Site and to create an App you must be approved by Dropbox as a Dropbox App developer. In order to be considered for such approval you must already be a registered user of Dropbox; you must log in to your Dropbox account and submit a request to become an App developer by (i) adding any additional information requested by Dropbox for App developers and agreeing to and accepting these Terms. Dropbox will consider your request and will notify you if you have been approved by Dropbox as a Dropbox developer to create Apps ("Dropbox Developer"). Each request to become a Dropbox Developer will be considered by Dropbox individually and Dropbox does not guarantee that your request to become a Dropbox Developer will be approved. Please see the Dropbox Privacy Policy for information and notices concerning Dropbox's collection and use of your personal information. All of the references to "Dropbox Developer" in these Terms will apply to you when you are an approved Dropbox Developer.

3. Dropbox Services.

Dropbox reserves the right, in its sole discretion, to modify, discontinue or terminate the Dropbox platform and services made available via the Dropbox website and elsewhere ("Dropbox Services") and consequently does not guarantee that your App will at all times function or be compatible with the Dropbox Services or that the Dropbox Services will be available. In addition, Dropbox reserves the right, in its sole discretion, to remove or disable access to any App as it functions or is compatible with the Dropbox Services, at any time. Dropbox reserves the right to suspend or prohibit any Developer from the use of the Standard Keys or Enhanced Keys in its sole discretion.

4. Modification.

Dropbox may modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site and/or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of the home page of the Site. By continuing to access or use the Site, Standard Keys or Enhanced Keys after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Standard Keys or Enhanced Keys.

5. Your Apps.

5.1 Key.

When you have been approved as a Dropbox Developer, you may log into the Site and you will be prompted to generate the Standard Key and/or Enhanced Key as appropriate. Any Apps created must comply with the Dropbox App Policies and Requirements as may be modified by Dropbox from time to time.

5.2 Prohibited Actions.

You agree not to do any of the following while using the Site, Standard Key or Enhanced Key, as appropriate:

• Use, display, mirror or frame the Site, or any individual element within the Site, Dropbox's name, any Dropbox trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Dropbox's express written consent;
• Access, tamper with, or use non-public areas of the Site, Dropbox Services, or the technical delivery systems of Dropbox's providers;
• Attempt to probe, scan, or test the vulnerability of the Dropbox Services or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Dropbox or any of Dropbox's providers or any other third party (including another user) to protect the Dropbox Services or Site;
• Attempt to access or search the Site or Dropbox Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Dropbox or other generally available third party web browsers;
• Use any meta tags or other hidden text or metadata utilizing a Dropbox trademark, logo URL or product name without Dropbox 's express written consent;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the, Site, Dropbox Services, Standard Keys or Enhanced Keys;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, but not limited to, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or Dropbox Services;
• Collect or store any personally identifiable information from Apps from other users of the Site, Dropbox Services, Standard Keys or Enhanced Keys without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Dropbox will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Dropbox may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Dropbox has no obligation to monitor your access to or use of the Site, Standard Keys and Enhanced Keys, but has the right to do so, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

5.3 End User Data.

If you collect any Personal Information of an End User via your App, you agree that all such Personal Information will be collected, processed, transmitted, maintained and used in compliance with all applicable laws and a privacy policy that you post and make available to End Users via your App that governs the App and/or the services therein. You agree to comply with the terms and conditions of your privacy policy and employ reasonable measures to ensure unauthorized third parties are unable to access such Personal Information.

5.4 Feedback.

If you decide to provide suggestions, ideas, proposals, concepts or other feedback to Dropbox (regardless of the format) in connection with the Site or Dropbox Services or otherwise ("Feedback"), you acknowledge and agree that we have no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and we will be free to use and exploit the same in any manner without restriction. You acknowledge and agree that all Feedback will be the sole and exclusive property of Dropbox. You hereby irrevocably transfer and assign to Dropbox and agree to irrevocably transfer and assign to Dropbox all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein. At Dropbox's request and expense, you will execute documents and take such further acts as Dropbox may reasonably request to assist Dropbox to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.

6. Third Party Platforms.

You agree that your App will be distributed or made available only via Third Party Platforms and in accordance with the terms and conditions governing your use of such Third Party Platforms. Dropbox will not submit your App to such Third Party Platform providers. Dropbox is not party to any agreement between you and a Third Party Platform provider and is not responsible for and expressly disclaims any representations, warranties and all liability relating to such agreements. You are solely responsible for compliance with any applicable agreement. In addition, Dropbox does not operate or control the Third Party Platforms and is not responsible for and expressly disclaims any representations, warranties and all liability relating to such Third Party Platforms. You may elect to include an end user license agreement ("EULA") with your App that will govern its use by End Users. If you do so, (a) you are solely responsible for provision of your EULA to End Users and for obtaining valid assent to your EULA from End Users; (b) your EULA must comply with all applicable laws in all countries where End Users can access your App; and (c) your EULA will make no representations, warranties or commitments regarding the availability of the Dropbox Services as they relate to the App or otherwise. The EULA is an agreement between you and the End User. Dropbox is not a party to that agreement, and Dropbox is not responsible for and expressly disclaims any representations, warranties and all liability with respect to: (i) any EULA between you and an End User; (ii) your failure to provide a EULA and/or to obtain valid assent to a EULA from End Users; or (iii) for your or any End User's breach of any terms and conditions of any EULA. You are solely responsible for and will provide all customer support services to End Users of your App. You are solely responsible for your interactions (including any disputes) with Third Party Platform providers and End Users and Dropbox does not screen End Users. By making your App available via the Third Party Platforms, Dropbox does not suggest, warrant or guarantee that your App is permitted by the applicable third parties or is in compliance with any applicable laws.

7. Trademarks.

7.1 Dropbox License.

Dropbox hereby grants to Dropbox Developer a non-exclusive, non-transferable license, during the Term, to use the Dropbox Marks solely in connection with the creation and promotion of Apps. Any use of a Dropbox Mark by Dropbox Developer must correctly attribute ownership of such mark to Dropbox and must be in accordance with applicable law and Dropbox's then-current trademark usage guidelines. Dropbox Developer acknowledges and agrees that Dropbox owns the Dropbox Marks and that any and all goodwill and other proprietary rights that are created by or that result from Dropbox Developer's use of a Dropbox Mark hereunder inure solely to the benefit of Dropbox. Dropbox Developer will at no time contest or aid in contesting the validity or ownership of any Dropbox Mark or take any action in derogation of Dropbox's rights therein, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to any Dropbox Mark.

7.2 Developer License.

Dropbox may create a directory listing the name of all Apps created by all Dropbox Developers to promote the Dropbox Services, your Apps and other applications. Consequently, Dropbox Developer hereby grants to Dropbox a non-exclusive, non-transferable license, to use the Developer Marks solely in connection with the promotion of the Dropbox Services, Apps and other applications. Any use of a Developer Mark by Dropbox must correctly attribute ownership of such mark to Dropbox Developer and must be in accordance with applicable law and Developer's then-current trademark usage guidelines. Dropbox acknowledges and agrees that Dropbox Developer owns the Developer Marks and that any and all goodwill and other proprietary rights that are created by or that result from Dropbox's use of a Developer Mark hereunder inure solely to the benefit of Dropbox Developer. Dropbox will at no time contest or aid in contesting the validity or ownership of any Developer Mark or take any action in derogation of Dropbox Developer's rights therein, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to any Developer Mark.

8. Term and Termination.

These Terms begin on the date on which you accept these Terms and, unless earlier terminated, continue in effect until terminated. Notwithstanding anything to the contrary herein, Dropbox may terminate these Terms at any time or suspend your access to the Site and associated Dropbox Services : (a) if you have breached any provision of these Terms (including but not limited your failure to comply with any policies referenced herein); (b) Dropbox is required to do so by law; or (c) Dropbox ceases to offer the Dropbox Services. In addition, either party may terminate these Terms for convenience by delivering at least thirty (30) days' prior written notice of its intent to terminate to the other party. UPON ANY TERMINATION OR SUSPENSION OF ACCESS, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU PROVIDED TO DROPBOX THAT IS RELATED TO YOUR APP DEVELOPMENT MAY NO LONGER BE ACCESSED BY YOU. In addition, Dropbox has no obligation to maintain any information stored in our database related to your App development or to forward any information to you or any third party. Sections 1, 3, 4,, 6, 7.2 and 8-13 will survive any termination of these Terms.

9. Representations and Warranties.

You represent and warrant that: (a) all information you have provided or will provide is true, accurate and complete; (b) you have not previously had a Dropbox account which has been terminated by Dropbox; (c) you have the full right, power and authority to enter into and fully perform these Terms and will at all times comply these Terms; (d) your Apps and the use of your Apps comply with the Dropbox Policies and Requirements and will not violate or infringe upon the intellectual property rights or other rights of any person or entity, contain any illegal or defamatory material, or violate any laws; (e) with respect to any content contained in or provided through your Apps and the use of your Apps, you have and will continue to be solely responsible for (i) securing, reporting and maintaining all necessary rights, clearances and consents related thereto; and (ii) paying all licensing fees, royalties or respective shares, if any, of any monies payable hereunder to any co-owners, co-administrators, or licensors thereof; (f) you are in compliance with all of your obligations with respect to any third party software in your App; and (g) you are in compliance with all of your obligations relating to the Third Party Platform providers regarding the Apps as they are made available on the Third Party Platforms and otherwise. In addition you agree that you will make no representations, warranties or commitments regarding Dropbox or the availability of the Dropbox Services as they relate to your Apps or otherwise.

10. Disclaimer.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE, DROPBOX SERVICES, STANDARD KEYS AND ENHANCED KEYS ARE BEING PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE SPECIFICALLY DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT: (I) THE SITE, DROPBOX SERVICES, STANDARD KEYS AND ENHANCED KEYS WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED OR THAT THEIR OPERATION WILL BE UNINTERRUPTED; AND (II) YOU WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM ANY APPS CREATED BY YOU. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Indemnity.

You will indemnify, defend and hold us, our officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action, cost or expense (including reasonable attorneys' fees) that arises out of or relates to: (a) your breach of these Terms; (b) any allegation that your Apps or the use of your Apps infringe the intellectual property rights of any third party; and (c) your collection or use of Personal Information or an End User. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing. You may not settle any claims without our prior written consent (which will not be unreasonably withheld).

12. Limitation of Liability.

IN NO EVENT WILL DROPBOX BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL OUR LIABILITY HEREUNDER EXCEED FIFTY DOLLARS (US$50.00). THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. General.

13.1 Controlling Law and Jurisdiction.

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

13.2 Entire Agreement.

These Terms constitute the entire and exclusive understanding and agreement between Dropbox and you regarding the Standard Keys and Enhanced Keys and creation of Apps and these Terms supersede and replace any and all prior oral or written understandings or agreements between Dropbox and you in this regard. For the avoidance of doubt, these Terms do not replace or supersede the Dropbox Terms of Service to which you agreed when you created your Dropbox account.

13.3 Assignment.

You may not assign or transfer these Terms, by operation of law or otherwise, without Dropbox's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Dropbox may assign or transfer these Terms, in its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

13.4 Notices.

Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Dropbox via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

13.5 Waiver/Severability.

The failure of Dropbox to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Dropbox. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

13.6 Contacting Dropbox.

If you have any questions about these Terms, please contact Dropbox at support@dropbox.com.