Dropbox User Research Observation Consent & Confidentiality Agreement

In exchange for your agreement to these terms, Dropbox and its affiliates ("Dropbox" or "we" or "us") intend to provide you with access to some of our designs and features so that we can get your feedback. Our goal is to test, analyze, develop and improve on the design of Dropbox products with your input.

Processing of Personal Data

1. What & Why We Record.
   
   If you reside in North America (the United States, Canada, and Mexico) Dropbox, Inc. acts as the service provider. For all other users, Dropbox International Unlimited Company acts as the Data Controller for the personal data we will process as part of our research. We will make some combination of video or audio recordings (including transcripts) of our session with you, take photos of our session, take screen captures of devices used during our session, and record written responses and other input from you (“Recordings”). The Recordings help us to focus on our time together, rather than on taking notes. We use the Recordings to meet our legitimate business interests in testing, analyzing, developing, and improving on the design of Dropbox products with your input. These Recordings may also be shared within Dropbox in order to help us make product improvements and share your feedback with other teams. For more information about the way we process and protect your personal data, you can contact our Data Protection Officer at privacy@dropbox.com.
   
   
2. Transfers Abroad. 
   
   For users that do not reside in North America:
   
   Dropbox operates internationally, and some of the processes involved in our use of your personal data will require us to store it or process it in countries outside the country where you are located, including countries where the level of legal protection for your data may be different and where you may have fewer legal rights in relation to it. In particular, your personal data may be transferred to, and processed in the United States, where some of our systems are located.
   
   Whenever we transfer your personal data outside of a country or region, such as the European Economic Area, we will make sure that we take steps necessary to comply with applicable legal requirements. Therefore, where required, we will ensure that appropriate safeguards are in place by using appropriate contractual mechanisms, such as the EU Standard Contractual Clauses, or by relying upon the service providers’ participating in an approved international data transfer mechanism, including the EU-U.S. Privacy Shield Framework or the adoption of Binding Corporate Rules.
   
   
3. Retention.
   
   We will store your personal data safely and securely and will retain your personal data only for as long as is necessary to fulfill the purposes of our research. We may aggregate some of the information we collect from you into an anonymous dataset, which may be retained for a longer period, but you will no longer be able to be identified.
   
   
4. Your Rights.
   
   Subject to applicable data protection laws (such as those in the EU), you may have the right to access the personal data we hold about you, to request it to be updated, restricted, and/or erased, to ask us for a copy of your personal data, to request us to transmit it to another controller in a machine-readable format, and the right to object to the processing of your personal data. These rights are not absolute and are subject to various conditions under applicable data protection and privacy legislation and the other laws and regulations to which we are subject.
   
   If you would like to exercise your rights or if you have any queries or concerns about the way that we use your information (or any questions about this Privacy Policy), please contact us, or our Data Protection Officer, at privacy@dropbox.com. If they can’t answer your question, you have the right to contact your local data protection supervisory authority. 
   
   
5. Further Uses.
   
   Dropbox Cannot Use the Recordings in Marketing Materials and Presentations. Dropbox does not have permission to use Recordings and your photos in advertisements or marketing material without first receiving your separate written consent.
   
   
6. Third-Party Tools.
   
   We may use third-party applications, platforms, or services (“Third-Party Tools”) to collect information about your experiences during the Session for Dropbox’s research purposes. A Third-Party Tool may have its own terms of service and privacy policy (collectively, “Policies”), and you acknowledge and agree that your use of any Third-Party Tool will be subject to the third party’s applicable Policies.
   
   

   Intellectual Property Rights

   
   
7. The Rights You Give Us.
   
   You agree that Dropbox owns: (a) all right, title, and interest in the Recordings and other feedback, comments, suggestions, survey responses, or other materials and information (“Feedback”) you give us in relation to the study, and (b) all intellectual property rights you create in relation to the study and/or the Dropbox products including all improvements or other modifications to the Dropbox products (“Dropbox IP”).
   
   You hereby assign to Dropbox absolutely and irrevocably, free from all third-party rights, all right, title, and interest you may have in the Feedback and the Dropbox IP and you agree to provide us any assistance we require to document and maintain our rights in the Feedback and the Dropbox IP. You give us permission to use the Recordings, including your name and likeness, for our internal research purposes (including sharing all or portions of the Recordings confidentially with trusted third parties Dropbox engages for assistance with these purposes). All Recordings and Feedback collected through our session(s) will not be used for Sales and Marketing purposes without first receiving your consent.
   
   You also agree that we may contact you by email or by phone in the future to discuss your Feedback. You hereby waive all moral rights arising under the Copyright, Designs, and Patents Act 1988 in relation to the Feedback and Dropbox IP and, so far as is legally possible, any similar or equivalent rights that may arise in any part of the world.
   
   
8. Confidentiality.
   
   “Confidential Information” means any and all technical, business, or product information and software, algorithms, designs, or features shared by us during the study that is identified as confidential, beta, or unreleased, or that should otherwise reasonably be understood to be confidential. You agree not to disclose, share, or use any Confidential Information for any purpose other than participating in the study (i.e. you won’t talk about or share any Confidential Information, including any new software, designs, or features we provide to you with anybody except for us). You won’t copy any Confidential Information, and, if asked, you’ll return any Confidential Information you still have. The unauthorized use or disclosure of Confidential Information could cause us irreparable harm, and we may obtain immediate equitable relief in the event of any unauthorized use or disclosure of Confidential Information, in addition to other rights and remedies we may have.
   
   

   Liability

   
   
9. Use of Unreleased Services.
   
   Any feature or product we are still testing and evaluating prior to release may not yet meet our high standards. For this reason, the use of any beta or other unreleased product is at your own risk. Dropbox specifically disclaims all liabilty arising from or in connection with use of any unreleased products provided to you as part of this study or under these terms to the fullest extent permitted by local law.
   
   

   Miscellaneous

   
   
10. Thank You!
    
    To thank you for participating in the study, we may provide you with a gift. If we do, we will specify the gift in the email we sent you asking you to participate in our study.
    
    
11. Governing Law.
    
    If you reside in North America (the United States, Canada, and Mexico), this agreement is with Dropbox, Inc., and is governed by the laws in the State of California (excluding conflicts of law). Any claims relating to this agreement will be resolved in San Francisco, CA, though we’d love to resolve things informally first.
    
    For all other users, this agreement is with Dropbox International Unlimited Company, and is governed by the laws of England and Wales. Any claims relating to the agreement will be resolved in the English courts in London, though we’d love to resolve things informally first. Please also note that this agreement supersedes any prior or present agreement on this topic between you and us, and we may assign our rights and obligations under this agreement to others.