HelloSign Terms of Service
Posted as of: 31 May 2022
Effective as of: 1 June 2022
Posted as of: 25th October 2022
Effective as of: 25th October 2022
If you are agreeing to these Terms and, if applicable, the Data Processing Agreement, for use of the Dropbox Sign Services by an organisation, you are agreeing on behalf of that organisation. You must have the authority to bind that organisation to these terms, otherwise you must not sign up for the Dropbox Sign Services.
For purposes of these Terms, Dropbox refers to:
- Dropbox, Inc., if: you are a Site Visitor or a customer that is based in the United States, its territories and possessions, Canada or Mexico.
- Dropbox International Unlimited Company if: you are a Site Visitor or a customer that is based outside the United States, its territories and possessions, Canada or Mexico.
1. OVERVIEW OF THE DROPBOX SIGN SERVICES
Dropbox provides a suite of products and services that allow Customers to streamline complex transactions through innovative digital solutions such as electronic fax, electronic signature and workflow automation. Dropbox also provides application programming interfaces (the ‘API’) that allow Customers to build integrated fax, signature or workflow automation solutions within a Customer’s websites, applications or other properties (‘Customer Properties’).
2. SERVICE-SPECIFIC TERMS
Certain Dropbox Sign Services have specific terms (‘Service-Specific Terms’), which are currently available here. In case of a conflict between the applicable Service-Specific Terms for a certain product and these Terms, the Service-Specific Terms will control.
3. ACCOUNT REGISTRATION AND USE
- 3.2 An ‘Authorised User’ is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the Dropbox Sign Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorised Users comply with these Terms and Customer is responsible for all actions of its Authorised Users.
4. USE AND ACCESS RIGHTS
- 4.1 Limited Licence.Subject to these Terms, Dropbox grants to Customer a limited, non-exclusive, non-transferable licence to use and access the Dropbox Sign Services for its business purposes as expressly permitted in these Terms. Your use and access to the Dropbox Sign Services are subject to any limitations set forth in an applicable order form, online plan or the Service-Specific Terms (whether paid or free, collectively ‘Subscription Plan’).
- 4.2 General Restrictions. Customer must not (and must not allow any third party to):
- i. rent, lease, copy, transfer, resell, sublicense, lease, time-share or otherwise provide access to the Dropbox Sign Services to a third party (except Authorised Users or as permitted under the Service-Specific Terms);
- ii. incorporate the Dropbox Sign Services (or any portion of such) with, or use it with or to provide, any site, product or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein;
- iii. publicly disseminate information regarding the performance of the Dropbox Sign Services (which is deemed Dropbox’s Confidential Information);
- iv. modify or create a derivative work of the Dropbox Sign Services or any portion of it;
- v. reverse-engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Dropbox Sign Service, except to the extent expressly permitted by applicable law and then only with advance notice to Dropbox;
- vi. break or circumvent any security measures, rate limits or usage tracking (such as event tracking) of the Dropbox Sign Service or configure the Dropbox Sign Services (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;
- vii. distribute any portion of the Dropbox Sign Services except as permitted herein;
- viii. access the Dropbox Sign Services for the purpose of building a competitive product or service or copying its features or user interface;
- ix. use the Dropbox Sign Services for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Dropbox’s prior written consent; or
- x. remove or obscure any proprietary or other notices contained in the Dropbox Sign Service, including in any reports or output obtained from the Dropbox Sign Service.
- xi. use or permit the Dropbox Sign Services to be used for any illegal or misleading purpose, or any manner that is inconsistent with these Terms.
- xii. store, transmit or otherwise process any information via the Dropbox Sign 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.
- 4.3 Beta Releases and Free Access Subscriptions. Dropbox may provide Customer with access to the Dropbox Sign Services for free or on a trial basis (a ‘Free Access Subscriptions’) or with ‘alpha’, ‘beta’ or other early-stage Dropbox Sign Services, integrations or features (‘Beta Releases’), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Dropbox may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA or INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH DROPBOX WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Dropbox makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Dropbox may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Dropbox’s sole discretion, without liability
5. OWNERSHIP AND FEEDBACK
- 5.2 Aggregate/Anonymous Data. Customer agrees that Dropbox will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by Dropbox, which Dropbox may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Dropbox’s products and services and to create and distribute reports and other materials). For clarity, Dropbox will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorised Users or end users and that is stripped of all persistent or personal identifiers. Customer is not responsible for Dropbox’s use of aggregate or anonymous data.
- 5.3 Dropbox Intellectual Property. This is a subscription agreement for access to and use of the Dropbox Sign Services. Customer acknowledges that it is obtaining only a limited right to use the Dropbox Sign Services and that irrespective of any use of the words ‘purchase’, ‘sale’ or similar terms, no ownership rights are transferred to Customer (or its Authorised Users or end users) under these Terms. Customer agrees that Dropbox (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Dropbox Sign Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications or derivative works of any of the foregoing (all of which is deemed Dropbox’s Confidential Information) and that Dropbox reserves any licences not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the Dropbox Sign Services are offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Dropbox Sign Services and that Dropbox at its option may make updates, bug fixes, modifications or improvements to the Dropbox Sign Services from time-to-time.
- 5.4 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Dropbox (collectively, ‘Feedback’), Customer hereby grants Dropbox a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and licence to use, copy, disclose, license, distribute and exploit any Feedback in any format and in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Dropbox’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
6. PRIVACY & SECURITY
- 6.2 Security. Dropbox protects your information from unauthorised use or disclosure by taking reasonable technical and organisational measures designed to secure our systems from unauthorised access, use or modification.
- 6.3 Customer data limitations. This Agreement constitutes Customer’s instructions to Dropbox to Process Customer Data. Dropbox, Dropbox personnel and its Subcontractors will only Process, access, use, store and transfer Customer Data as Customer instructs in order to deliver the Dropbox Sign Services and to fulfil Dropbox’s obligations in the Agreement. The categories of Personal Data to be processed by Dropbox and the processing activities to be performed under this Agreement are set out in the Data Processing Agreement. Dropbox will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. Any Dropbox personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.
- 6.4 Data Transfers
- 6.4.1 Data Transfer. Customer agrees that Dropbox and its Subcontractors may transfer Customer Data to and access, use and store Customer Data in locations other than Customer’s country.
- 6.4.2 Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by Dropbox on Customer’s behalf, Customer and Dropbox agree to the Data Processing Agreement. The Data Processing Agreement applies only to the Dropbox Sign Services and does not apply to Beta Services.
- ‘Data Processing Agreement’ means the agreement with Dropbox related to compliance with EU Data Protection Laws set forth at the following link: assets.dropbox.com/documents/en/legal/hs-data-processing-agreement.pdf or other link that Dropbox may provide.
- 6.4.3 EU-US and Swiss-US Privacy Shield Programs. Dropbox is certified and complies with the EU-US and Swiss-US Privacy Shield Programs, as set forth by the US Department of Commerce regarding the collection, use and retention of Personal Data transferred from the EEA, Switzerland and the United Kingdom (to the extent it is no longer part of the EEA) to the United States in reliance on Privacy Shield. If the Privacy Shield Programs are invalidated, Dropbox will use commercially reasonable efforts to comply with alternate or successor data transfer mechanisms.
7. CUSTOMER OBLIGATIONS
- 7.2 Customer represents and warrants that its Customer Properties and the collection, use and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to Dropbox complies with all applicable data protection laws, rules and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the Dropbox Sign Service; and (ii) notify Dropbox. If Dropbox receives any take down requests or infringement notices related to Customer Data, Dropbox may respond in accordance with its policies and will notify and consult with the Customer on next steps.
- 7.3 Electronic signature responsibilities: Customer acknowledges and agrees that: (i) as between Dropbox and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Dropbox Sign Services; and (ii) certain types of documents, agreements or contracts may be excluded from general electronic signature laws (such as wills, trusts, court orders or family law matters) or may have specific regulations that are applicable to them; and (iii) Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Dropbox Sign Services are appropriate for electronic signatures, and Dropbox is not responsible or liable for any such determination or use; and (iv) Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, Customer is solely responsible for ensuring that it complies with all such laws/regulations, and Dropbox has no obligations to make such determination or assist with fulfilling any requirements therein. If Customer is using an API or other service that allows Customer to perform any end user/participant/signer authentication, then Customer is solely responsible and liable for such authentication.
8. PAYMENT TERMS
- 8.1 Subscription Plan. The prices, features and options of the Dropbox Sign Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). Dropbox does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable Subscription Term (as defined below).
- 8.2 Recurring Charges and Upgrades. By signing up for a Subscription Plan, Customer authorises Dropbox to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorises Dropbox to charge its payment method (such as a credit card) for the applicable Subscription Plan charges, any usage or overage charges and any and all applicable taxes and fees. Such authorisation is effective until the end of the Subscription Term (as defined below) and any applicable Renewal Term, or until Customer cancels all of its subscriptions.
- If Customer exceeds their Subscription Plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.
- 8.3 Taxes. Dropbox’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Dropbox. Customer will not deduct any applicable taxes from the payments to Dropbox, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Dropbox receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.
- 8.4 Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO DROPBOX FOR THE DROPBOX SIGN SERVICES, DROPBOX MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY DROPBOX THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.
- 8.5 Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify Dropbox at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy or finance terms) contained in its purchase order(s) do not apply to its purchase or use of Dropbox services.
- 8.6 No Refunds. Subscription and usage or overage fees (and any other fees associated with the Dropbox Sign Services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. Dropbox Sign Services subscriptions may be cancelled, and such cancellations take effect at the end of your then-current Subscription Term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.
- 8.7 Late Fees & Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Dropbox for any costs or expenses incurred by Dropbox to collect amounts that remain unpaid after the due date. Amounts due to Dropbox Sign may not be withheld of offset by you against amounts due for any reason.
9. TERM AND TERMINATION
- 9.1 Term. These Terms are effective until the subscription term for all Subscription Plans purchased or otherwise ordered or enabled by Customer (each, a ‘Subscription Term’) have expired or are terminated as expressly permitted herein.
- 9.2 Subscription Term and Renewals. Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause).If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable Dropbox Sign Service.Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal (including partial non-renewal to reduce quantities of the purchased Subscription Plan) at least thirty (30) days before the end of the then-current Subscription Term.Pricing for any Subscription Term renewal, new order form or order form changes will be at Dropbox’s then-applicable rates.
- 9.3 Suspension of Service. Dropbox may suspend Customer’s access to the Dropbox Sign Services if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations/service limits. Dropbox may also suspend Customer’s access to the Dropbox Sign Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Dropbox Sign Service. Dropbox will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Dropbox will cooperate with Customer to promptly restore access to the Dropbox Sign Services once we verify that Customer has resolved the condition requiring suspension.
- 9.4 Termination for Cause. Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
- 9.5 Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) Customer’s licence rights terminate and it must promptly: (a) stop use of the applicable Dropbox Sign Service; (b) delete (or, at Dropbox’s request, return) any and all copies of any Dropbox code, documentation, passwords or access codes and any other Dropbox Confidential Information in Customer’s possession, custody or control; and (ii) Customer’s right to access any Customer Data in the applicable Dropbox Sign Services will cease and Dropbox may delete the Customer Data at any time after 30 days from the date of termination. If Dropbox terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
- 9.6 Survival. The following Sections survive any expiration or termination of these Terms: 3 (Account Registration and Use); 4.2 (General Restrictions); 4.3 (Beta Releases and Free Access Subscriptions); 5 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 11 (Warranties and Disclaimers); 12 (Indemnification Obligations); 13 (Limitations of Liability); 14 (Third-Party Products and Integrations); and 15 (General).
10. CONFIDENTIAL INFORMATION
- 10.1 Confidential Information ‘Confidential Information’ means (a) for Dropbox, the Dropbox Sign Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarised in writing within thirty (30) days of the initial disclosure and delivered to the recipient) or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.
- 10.2 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfil its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Dropbox, includes providing the Dropbox Sign Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than these Terms.
- 10.3 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
- 10.4 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 10, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
11. WARRANTIES AND DISCLAIMERS
ALL DROPBOX SIGN SERVICES, DOCUMENTATION AND SITES ARE PROVIDED ‘AS IS’ AND ON AN ‘AS AVAILABLE’ BASIS. NEITHER DROPBOX NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. DROPBOX MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT DROPBOX SIGN SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT DROPBOX SIGN SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. DROPBOX DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORISED ACCESS BEYOND ITS REASONABLE CONTROL. DROPBOX WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT OR NON-DROPBOX SIGN SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORISED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
12. INDEMNIFICATION OBLIGATIONS
- 12.1 Customer agrees to defend, indemnify and hold Dropbox, our affiliates, officers, directors, employees, suppliers, consultants and agents harmless from any and all third-party claims, liability, damages and costs (including, but not limited to, solicitors’ fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Site; (b) violation of these Terms by Customer or its Authorised Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data processed by the Dropbox Sign Service; (e) Customer’s authentication of end user(s), participant(s) or signer(s); or (f) any products or services purchased or obtained by Customer.
- 12.2 Dropbox retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. Dropbox reserves the right, at Customer’s expense, to assume the exclusive defence and control of any matter for which Customer is required to indemnify Dropbox and Customer agrees to cooperate with our defence of these claims. Customer agrees not to settle any matter in which we are named as a defendant and/or for which Customer has indemnity obligations without our prior written consent. Dropbox will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
13. LIMITATIONS OF LIABILITY
- 13.1 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DROPBOX OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
- 13.2 Cap on Damages. DROPBOX’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO DROPBOX FOR THE APPLICABLE DROPBOX SIGN SERVICES OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, DROPBOX’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY US DOLLARS ($50 US).
- 13.3 Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- 13.4 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY DROPBOX SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14. THIRD-PARTY PRODUCTS AND CONTENT
Dropbox may provide, or third parties may provide, links to other third-party websites, services or resources that are beyond our control. Dropbox is not responsible for these third-party products or content. Dropbox makes no representations or warranties as to the quality, suitability, functionality or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Customer agrees that Dropbox is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.
- 15.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Dropbox may assign these Terms without consent to an Affiliate or in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorised under this Section 15.1 will be void.
- 15.2 Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Dropbox, in English, at the following address, firstname.lastname@example.org, and include ‘Attention: Legal Department’ in the subject line. Dropbox may send notices to the email addresses on Customer’s account or, at Dropbox’s option, to Customer’s last-known postal address. Dropbox may also provide operational notices regarding the Dropbox Sign Services or other business-related notices through conspicuous posting of the notice on Dropbox’s website or the Dropbox Sign Service. Each party consents to receiving electronic notices. Dropbox is not responsible for any automatic filtering Customer or its network provider may apply to emails.
- 15.3 Publicity. Unless otherwise specified in an applicable Order Form, Dropbox may use Customer’s name, logo and marks to identify Customer as a Dropbox customer on Dropbox’s website and other marketing materials.
- 15.4 Subcontractors. Dropbox may use subcontractors and permit them to exercise the rights granted to Dropbox in order to provide the Dropbox Sign Services and related services. These subcontractors may include, for example, Dropbox’s hosted service and email providers. However, subject to all terms and conditions of these Terms, Dropbox will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the Dropbox Sign Services if and as required under these Terms.
- 15.5 Subpoenas. Nothing in these Terms prevents Dropbox from disclosing Customer Data to the extent required by law, subpoenas or court orders, but Dropbox will use good faith efforts to notify Customer where permitted to do so.
- 15.6 Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to these Terms. Customer must not represent to anyone that it is an agent of Dropbox or is otherwise authorised to bind or commit Dropbox in any way without Dropbox’s prior written authorisation.
- 15.7 Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
- 15.8 Export Control.Customer acknowledges that the Dropbox Sign Services, documentation, website and all related products, information, technology and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the US Department of Treasury Office of Foreign Assets Control [‘OFAC’]) and of other jurisdictions.Customer is responsible for obtaining any required export or import authorizations for use of the Dropbox Sign Services.Customer represents and warrants that it, its Affiliates and its Authorised Users are not on any US government list of prohibited or restricted parties or located in (or a national of) a country subject to a US government embargo or that has been designated by the US government as a ‘terrorist supporting’ country.Customer must not access or use the Dropbox Sign Services in violation of any US export embargo, prohibition or restriction.
- 15.9 MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS. IF YOU ARE A US 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 Dropbox Sign 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 within 30 days of first registering your account by contacting us at email@example.com.
- Arbitration Procedures and Fees. 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. The AAA rules will govern payment of all arbitration fees.
- 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 unauthorised use or abuse of the Dropbox Sign 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 lawyer 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.
- 15.11 Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
- 15.12 No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.
- 15.13 Entire Agreement. These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Dropbox Sign Services or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only and have no legal effect.
- 15.14 Governing Law & Venue. These terms will be interpreted, construed and enforced in all respects in accordance with the local laws of the State of California, USA, without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in the federal or state court of competent jurisdiction located in San Francisco, California, USA.
- 15.15 Language and Translations. Dropbox may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.