Dropbox Developer Terms and Conditions
Last Updated: November 20, 2014. A link to the previous terms and conditions can be found here.
Thank you for developing on Dropbox! By accessing and using the services that Dropbox offers developers, such as APIs, API SDKs, scripts, buttons, widgets, app keys, access tokens, and developer web pages and documentation (collectively, the "Developer Platform"), you agree to be bound by these Dropbox Developer Terms and Conditions (the "Developer Terms"). Please carefully read these Developer Terms before investing your time in using the Developer Platform. Please also carefully read our Privacy Policy and our Developer Guidelines, which also govern your access to and use of the Developer Platform.
If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services. In that case, "you" and "your" will refer to that organization.
1. Your Apps.
1.1 Your Apps and Use of the Developer Platform. A "Dropbox Developer App" is any application that uses the Developer Platform. Any use of the Developer Platform must comply with the Dropbox policies and requirements set forth on the Dropbox Developer websites or other documentation provided by Dropbox, which may be modified from time to time. You will need to apply to move some Dropbox Developer Apps into production or to gain access to certain features of the Developer Platform; please read our Developer Guidelines for more detail. We may deny those requests, or revoke access, if we believe you are in violation of these Developer Terms in letter or spirit (or if we think your Dropbox Developer App or use of the Developer Platform is otherwise bad for the Developer Platform or our users).
1.2 Prohibited Actions.
You, your use of the Developer Platform, or your Dropbox Developer App must not, and must not attempt to:
(a) violate, or encourage or facilitate the violation of, our Acceptable Use Policy;
(b) use, display, mirror, frame (including in meta-tags or hidden text), or reverse engineer Dropbox websites, or any individual element of Dropbox websites, or the layout and design of any page or form contained on a page, without Dropbox's written consent; or
(c) mislead, confuse, or surprise users. For example, your Dropbox Developer App should be transparent with users about what it does - you should get a user's consent to (i) modify that user's account settings, data, or device, (ii) store or share that user's content, or (iii) attempt to gain any rights to that user's content.
1.3 Platform Usage
(a) We may review the Developer Platform (including how our services are being accessed and used), but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums, or any other third party information accessible through the Developer Platform.
(b) We may limit the number of calls accepted by services on the Developer Platform if we believe that the number of calls may negatively impact the Developer Platform or any other Dropbox service.
(c) Our Developer Platform is constantly evolving. You should keep that in mind. It will continue to change over time as we refine, add, and maybe even remove features with the needs of our users and developers in mind. We'll give you as much notice if we remove features as we can, so you can react if need be.
1.4 End User Data & Information.
If you collect data or information from or about users ("User Data") via your Dropbox Developer App or the Developer Platform, you must ensure that it is collected, processed, transmitted, maintained, and used in compliance with all applicable laws, industry standard security practices, and a privacy policy that you post and make clearly available to users.
1.5 Our Products and Your Feedback.
These Developer Terms don't grant you any rights in any of our services or software or the content accessed through them. While we appreciate it when developers send us feedback, please be aware that we may use, modify, incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions you send us or post in our forums without any obligation to you.
2. Other Platforms and Users.
You are fully responsible for any dealings with (a) the platforms and operating systems on which your Dropbox Developer App is distributed and used, and (b) the users of your Dropbox Developer App. We have no obligation to provide support to users, for your Dropbox Developer Apps or your use of the Developer Platform. Unless you have Dropbox's written permission, you must not state or imply any endorsement by Dropbox of your Dropbox Developer App or other products or services, and you must not make any representations about your Dropbox Developer App, the Developer Platform, or Dropbox's products or services that are false or misleading.
3. Trademarks.
3.1 Dropbox License.
Dropbox grants you a non-exclusive, non-transferable, non-sublicenseable, revocable license, to use the Dropbox Marks solely to promote your Dropbox Developer App in accordance with these Developer Terms, applicable law, and the Dropbox Branding Guide for Developers. If you use Dropbox Marks under this license, you agree and acknowledge that Dropbox is the sole owner of those Marks and that goodwill derived from their use benefits only Dropbox. You also agree not to contest or aid in contesting Dropbox's rights in, or the validity of, those Marks, including, but not limited to, by applying to register any Mark that is confusingly similar to those Dropbox Marks. "Marks" means all trademarks, service marks, logos or trade names used to identify a party and its products and services.
3.2 Developer License.
You grant to Dropbox a non-exclusive, non-transferable license (while you support a Dropbox Developer App, or otherwise use the Developer Platform), to use your Marks and descriptive materials you publish about your Dropbox Developer App or use of the Developer Platform, solely in connection with the promotion of Dropbox services, and to acknowledge or promote your use of the Developer Platform. Any use must be in accordance with applicable law and consistent with your trademark usage guidelines (except to the extent they require further permission for the uses described above). Dropbox agrees and acknowledges that except for the limited license above, these Developer Terms do not grant Dropbox any rights to your Marks and that goodwill derived from their use benefits only you. (Keep in mind that these Developer Terms do not grant us ownership of your Dropbox API App, intellectual property, or Marks.)
4. Term and Termination.
Dropbox may terminate these Developer Terms at any time or suspend your access to the Developer Platform: (a) if you breach any provision of these Developer Terms; (b) if Dropbox is required to do so by law; (c) if Dropbox ceases to offer any services covered by these Developer Terms; (d) if you or your Dropbox Developer App become a threat to users or the Developer Platform; or (e) for any other reason with 30 days prior written notice to you. Dropbox may also suspend provision of the Services in order to address any security threat. You may terminate these Developer Terms at your convenience by delivering at least 30 days' prior written notice to Dropbox and stopping all use, operation, support, promotion, and distribution of all of your Dropbox Developer Apps and the Developer Platform. UPON ANY TERMINATION OR SUSPENSION OF ACCESS, YOU MAY LOSE ACCESS TO ANY CONTENT, MATERIALS OR INFORMATION THAT YOU PROVIDED TO DROPBOX RELATED TO YOUR APP OR THROUGH THE DEVELOPER PLATFORM. Sections 1.2, 1.5, 6, 7, 8, and 10 will survive any termination of these Developer Terms.
5. Representations and Warranties.
You represent and warrant that: (a) all information you have provided and will provide to Dropbox is true, accurate, and complete; (b) you have not previously had a Dropbox account which has been terminated by Dropbox (or have made us aware of that in connection with your current application); (c) you have the full right, power and authority to make, distribute, operate, support, and promote your Dropbox Developer App, use the Developer Platform, and to enter into these Developer Terms; and (d) your Dropbox Developer App, its contemplated use, and your use of the Developer Platform will not violate the intellectual property rights or other rights of others, or violate any laws.
6. Disclaimer.
THE DROPBOX SERVICES, DEVELOPER PLATFORM AND ALL DROPBOX SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
7. Indemnity.
You will indemnify, defend and hold Dropbox, our affiliates, agents, and licensors harmless from all costs and expenses (including reasonable attorneys' fees) arising from any third party claim relating to: (a) your breach of these Developer Terms or any act or omission by you in connection with your use of the Developer Platform; (b) your Dropbox Developer App; or (c) your collection or use of User Data. 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 that limit our rights without our prior written consent (which will not be unreasonably withheld).
8. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DROPBOX, ITS AFFILIATES, OR AGENTS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF DROPBOX KNEW OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF DROPBOX, ITS AFFILIATES, AND AGENTS FOR ALL CLAIMS RELATING TO OUR SERVICES WILL NOT BE MORE THAN THE GREATER OF $100 OR ANY AMOUNTS PAID BY YOU TO DROPBOX FOR THE SERVICES IN QUESTION DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE DEVELOPER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
9. Modification.
We may revise these Developer Terms from time to time and the most current version will always be posted on our website. If we think a revision is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Developer Platform after revisions become effective, you agree to be bound by the revised Developer Terms. If you do not agree to the new terms, please stop using the Developer Platform and cease all use, operation, support, promotion, and distribution of all of your Dropbox Developer Apps.
10. General.
THESE TERMS AND THE USE OF THE DEVELOPER PLATFORM, DROPBOX'S SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, EXCEPT YOU AGREE DROPBOX MAY APPLY FOR INJUNCTIVE RELIEF IN ANY JURISDICTION. YOU AND DROPBOX CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Developer Terms, along with any licenses to the Developer Platform, our Privacy Policy, and our Developer Guidelines, constitute the entire and exclusive agreement between you and Dropbox with respect to the Developer Platform, and supersede and replace any prior or contemporaneous agreements, terms, and conditions applicable to the Developer Platform. These Developer Terms create no third party beneficiary rights. Dropbox's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Developer Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Developer Terms, and any such attempt is void, but Dropbox may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Dropbox and you are not legal partners or agents; instead, our relationship is that of independent contractors.