If, after reviewing the materials in Section 2. Dropbox reserves the right to: a charge a separate fee for its reasonable costs associated with performing any of its obligations in this Section 2. For Customer inspections pursuant to this Section 2. Section Third-Party Apps and Integrations.
Customer Data. Customer Data Limitations. 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. Any Dropbox personnel who have access to Customer Data will be bound by appropriate confidentiality obligations. Security Measures. Dropbox will use industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures.
Dropbox may update the Security Measures from time to time. Dropbox will provide Customer with at least sixty days prior notice if Dropbox updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole. Within five business days of receipt of this notice, Customer may elect to terminate the Agreement and associated Order Forms by providing written notice to Dropbox.
Third-Party Requests. Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Dropbox only if it cannot comply with the Third-Party Request despite diligent efforts.
Dropbox Responsibility. If Dropbox receives a Third-Party Request, Dropbox will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: i promptly notify Customer of Dropbox's receipt of a Third-Party Request; ii comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and iii provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request.
If Dropbox is prohibited from notifying Customer of a Third-Party Request or Customer fails to promptly respond to any Third-Party Request, then Dropbox may, but will not be obligated to do so, to the extent permitted by applicable law. Customer Data Sharing. Recipients of shared Customer Data may access, view, download, and share this Customer Data, including in and through their own Services accounts.
Customer understands: a it is solely Customer's, and its End Users', choice to share Customer Data; b Dropbox cannot control third parties with whom Customer has shared Customer Data; and c Customer and its End Users are solely responsible for their use of the Services, including any sharing of Customer Data through the Services. Data Transfers. 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.
Data Processing Agreement. Privacy Shield Programs. Dropbox is certified and complies with the EU-U. Privacy Shield Programs, as set forth by the U. If the Privacy Shield Programs are invalidated, Dropbox will use commercially reasonable efforts to comply with alternate or successor data transfer mechanisms.
Customer authorizes Dropbox, or Customer's reseller, to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement. Customer will pay Dropbox invoices on the payment interval set forth in the Order Form.
Dropbox may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Dropbox or to Customer's reseller. Fees are exclusive of taxes and Customer is responsible for all Taxes. Dropbox, or Customer's reseller, will charge Taxes when required to do so. If Customer provides Dropbox or its reseller with a valid exemption certificate, Dropbox will not collect the taxes covered by that certificate.
Withholding Taxes. Customer will pay Dropbox or its reseller net of any applicable Withholding Taxes. Customer and Dropbox, or Customer's reseller if applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available.
If Dropbox or Customer's reseller qualifies for a tax exemption, or a reduced treaty withholding rate, Dropbox or Customer's reseller will provide Customer with reasonable documentary proof.
Customer will provide Dropbox or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted. Auto-renewals and Trials. Dropbox may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge. Purchase Orders.
If Customer requires the use of a purchase order or purchase order number, Customer: i must provide the purchase order number at the time of purchase; and ii agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
If the Customer is purchasing via a reseller, any terms and conditions from the Customer's reseller or in a purchase order between the Customer and its reseller that conflict with the Agreement are null and void.
Of End User Accounts by Dropbox. If an End User: a violates the Agreement; or b uses the Services in a manner that Dropbox reasonably believes will cause it liability, then Dropbox may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Dropbox may do so.
Security Emergencies. Notwithstanding anything in the Agreement, if there is a Security Emergency, Dropbox may automatically suspend use of the Services. Dropbox will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
Intellectual Property Rights. Reservation of Rights. Limited Permission. Customer grants Dropbox only the limited rights that are reasonably necessary for Dropbox to deliver the Services. This limited permission also extends to Subcontractors or Sub-processors. Dropbox may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Dropbox or post in Dropbox's forums without any obligation to Customer.
Agreement Term. The Agreement will remain in effect for the Term. Services Term. Dropbox will deliver the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term. Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term.
If Customer has provided a payment method to Dropbox for recurring charges as provided in Section 5. Either Party may terminate the Agreement, including all Order Forms, if: i the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or ii the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
Effects of Termination. If the Agreement terminates: a except as set forth in this Section, the rights and licenses granted by Dropbox to Customer will cease immediately; b Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that Dropbox may charge Customer for this extended access based on Dropbox's then-current standard fees; and c Dropbox will delete any End User Accounts and Stored Data in Customer's account in a commercially reasonable period of time following receipt of an Administrator's request to do so prior to termination of the Services.
Dropbox may make instructions available to Customer regarding how to submit the Administrator request described in clause c of the previous sentence and Customer is responsible for following these instructions to initiate a deletion.
The following sections will survive expiration or termination of the Agreement: 3. Notwithstanding the foregoing, Section 3. By Customer. Customer will indemnify, defend, and hold harmless Dropbox from and against all liabilities, damages, and costs including settlement costs and reasonable attorneys' fees arising out of any Claim against Dropbox and its Affiliates regarding: a Customer Data; b Customer Domains; or c Customer's, or Customer's End Users', use of the Services in violation of the Agreement.
By Dropbox. Dropbox will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs including settlement costs and reasonable attorneys' fees arising out of any Claim against Customer to the extent based on an allegation that Dropbox's technology used to deliver the Services to the Customer infringes or misappropriates any copyright, trade secret, U.
In no event will Dropbox have any obligations or liability under this section arising from: a use of any Services in a modified form or in combination with materials not furnished by Dropbox; and b any content, information, or data provided by Customer, End Users, or other third parties. Possible Infringement. If Dropbox believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Dropbox may: a obtain the right for Customer, at Dropbox's expense, to continue using the Services or Software; b provide a non-infringing functionally equivalent replacement; or c modify the Services or Software so that they no longer infringe.
If Dropbox does not believe the options described in this section are commercially reasonable, then Dropbox may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: a any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and b the other Party may join in the defense with its own counsel at its own expense.
Beta Services. Use In Customer's Discretion. Dropbox offers Beta Services in order to get user feedback. Customer agrees to: i and hereby does, assign to Dropbox all right, title, and interest in any feedback; and ii provide Dropbox any reasonable assistance necessary to document and maintain Dropbox's rights in the feedback. This feedback may include oral or written comments, suggestions, error reports, and analysis. Beta Services are confidential until officially launched by Dropbox.
Customer will take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures Customer takes to protect its own confidential information of a similar nature. Customer will not disclose information regarding Beta Services to any third parties, and will keep new features and functionality confidential until officially launched by Dropbox.
Customer may disclose information regarding Beta Services to the extent required by law or regulation if Customer gives Dropbox reasonable advance written notice, to the extent permitted, so Dropbox can seek to prevent or limit the disclosure.
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