Dropbox Customer Council Agreement

Posted: May 18, 2016

Dropbox, Inc. and its affiliates ("Dropbox" or "we" or "us") intend to provide you and, if you are agreeing on behalf of an organization, that organization with early access to some of our features and functionality that we are still beta testing ("Beta Products") so that we can get your feedback such as oral or written comments, suggestions, error reports, and analysis ("Feedback") (the "Purpose"). By joining the Dropbox Customer Council program and using the Beta Products, you and, if you are agreeing on behalf of an organization, that organization ("you") are agreeing to be bound by this agreement.

1. Your use of the Beta Products is governed by the terms of service and privacy policy. In the event there is a conflict between this agreement and those terms of service and privacy policy, the terms of this agreement shall govern.
2. You will receive our Beta 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, we need to make the following disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, DROPBOX AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE BETA PRODUCTS AND THE CONFIDENTIAL INFORMATION. THE BETA PRODUCTS AND THE CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
3. "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 Beta Products).
4. 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 notice (to the extent permitted) so that we can seek to prevent or limit the disclosure.
5. Your obligations in Section 4 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.



6. 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.
7. In many cases, the Beta Products that we provide will need to be replaced with new versions prior to the official launch. Upon our request, you will promptly return or certify the destruction of the Confidential Information and all copies.
8. 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 “early access” relationship between the parties without the other's written consent.
9. We appreciate any Feedback you provide on 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.
10. The unauthorized use or disclosure of the Confidential Information would cause us irreparable harm and significant damages, which may be difficult to ascertain. Accordingly, we will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of the Confidential Information, in addition to any other rights. Nothing in this agreement restricts either party's ability to independently develop, make, use, procure or market products or services that may be competitive with the other party's.
11. This agreement remains in effect until terminated. Either party may terminate the agreement, or access to the Beta Products, at any time for any reason. Upon termination of this agreement, you will immediately cease using the Beta Products. Obligations with respect to Confidential Information already disclosed will survive for 5 years after disclosure.
12. 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, and both parties consent to the venue and personal jurisdiction there. This agreement is the complete and exclusive statement regarding its subject matter and supersedes all prior or contemporaneous agreements. This agreement can only be modified by a written agreement signed by the parties. Failure to enforce any provision of this agreement is not a waiver. If any provision is unenforceable, the other provisions will remain effective. Neither party may assign this agreement, in whole or in part, without the other party's prior written consent, and any assignment otherwise is void. This agreement does not create any joint venture or partnership relationship. The parties may execute this agreement in counterparts. If you are agreeing to 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.