Terms of Sale and Service/Use

All services are subject to the sales terms set forth at Cloud Politics and service setup information, including but not limited to pricing, (where applicable) set forth in the marketplace. For the avoidance of doubt, notwithstanding the presence or acceptance by Ingram Micro of Your order, such shall be for administrative purposes only and the parties agree that the governing terms and conditions shall be those set forth at Cloud Politics unless otherwise agreed to in writing by Ingram Micro and You. All Terms of Use or Service as established by Vendor and as set forth at Dropbox Terms Shall apply to Your resale activity and to Your User customers, including but not limited to Your indemnity of Vendor based upon Your acts or omissions and including indemnity of Vendor for any infringement claims arising from the combination by You or Users of Vendor's intellectual property with Your or any third party's intellectual property. Reseller agrees to provide each User with terms of use and gain their acceptance.

Dropbox True Up Deal Specific Terms and Conditions

The purpose of this True Up Deal Specific Terms and Conditions is to provide Customer a flexible model for purchasing additional Dropbox Business Licenses ordered through Ingram Micro's Cloud Marketplace ("CMP").

1. Generally.
   1.1. Background. Customer will purchase the Base Licenses when Customer executes the Order Form through the CMP. In addition to Using the Base Licenses, Customer may, in its sole discretion, deploy Potential True Up Licenses without submitting an additional Order Form to Dropbox referencing a Quote ID through Ingram Micro's Cloud Marketplace if the applicable Quote offers True-Up Pricing.
   
   1.2. Usage. Dropbox will monitor Usage by Customer's End Users at the conclusion of every True Up Period and will use this data to identify Potential True Up Licenses that will convert to True Up Licenses. Dropbox will then calculate the number of True Up Licenses at the end of the applicable True Up Period as described below in Section 2, and Ingram Micro will issue an invoice for this number of True Up Licenses.
   
   1.3. Limit. Customer's total Purchased Licenses may not exceed the number of Available Licenses purchased through Ingram Micro's Cloud Marketplace listed in the Ingram Micro quotation referenced by Quote ID. If Customer would like to increase the number of Available Licenses, customer must order additional Licenses through Ingram Micro's Cloud Marketplace.
   
   
2. True Up Calculation.
   2.1. Calculation. At the conclusion of each True Up Period, Dropbox will calculate the number of True Up Licenses. To do so, Dropbox will count the number of Potential True Up Licenses upon which there is any Usage on the last day of the relevant True Up Period, regardless of when the Potential True Up Licenses were deployed. Note: suspended End Users will be counted. Only deleted End Users will not be counted.
   
   2.2. No Decreases. The number of True Up Licenses may only increase from one True Up Period to the next and the Purchased License count may not decrease during the term of the Agreement. Dropbox will charge for the greatest number of True Up Licenses ever calculated during the term of the Agreement, even if the actual number of deployed Available Licenses showing Usage decreased from one True Up Period to the next.
   
   2.3. Add-Ons. If Customer has purchased any add-on features in an Order Form that are offered on a per-End User basis, Customer acknowledges that the quantity of these add-on features that are purchased must match the number of Purchased Licenses. Accordingly, the quantity of these add-on features will also be increased by the same amount as the number of True Up Licenses added, as calculated in accordance with Section 2.1 and 2.2 above.
   
   
3. Fees.
   3.1. General. Ingram Micro will charge Customer the Annualized License Price for all True Up Licenses.
   
   3.2. True Up Amount. At the end of each True Up Period, Ingram Micro will charge Customer for any True Up Licenses added in the applicable True Up Period based on the Annualized License Price for the Services and any applicable add-on features specified in the Order Form, pro-rated through the end of the applicable period of the Contract Fee Schedule. At the start of each new period of the Contract Fee Schedule, Ingram Micro will charge Customer for the total Purchased Licenses at such time, based on the Annualized License Price for the Services and any applicable add-on features specified in the Order Form, pro-rated for the applicable period of the Contract Fee Schedule.
   
   3.3. No refund. There are no refunds any portion of the Fees, even if all Base Licenses are not in Use by Customer's End Users.
   
   
4. Invoicing.
   4.1. Invoices. Ingram Micro will invoice Customer on the same terms specified on the Order Form. Customer will pay all Ingram Micro invoices in accordance with these Terms and Conditions and is responsible for paying applicable taxes and any other costs as noted on the Order Form.
   
   4.2. Records. Dropbox's internal records regarding Usage, and the resulting billing, will always be the controlling source of information.
   
   
5. True Up Licenses Term. The subscription term for any True Up Licenses shall be coterminous with the then current subscription term for existing Base Licenses.
6. Definitions.
   "Annualized License Price" means the per-unit amount indicated in the Order Form.
   
   "Available Licenses" means the number of licenses indicated in the Order Form. The number of Available Licenses includes the number of Base Licenses and Potential True Up Licenses.
   
   "Base Licenses" means the number of licenses ordered with the Order Form, indicated in the column "Quantity" of the Order Form.
   
   "Contract Fee Schedule" means the payment schedule listed on the Order Form.
   
   "Customer" means You, the party purchasing Dropbox products or services from Ingram Micro through the CMP.
   
   "Direct End User Activity" means any direct access or use of the Services by an End User, which may include End Users: (a) logging into the Services by any means and viewing content; (b) storing files in the Services; or (c) making use of any Dropbox-provided services, including services that have not been released or announced as of the Effective Date.
   
   "Indirect End User Activity" means access or use of the Services by an End User that is not Direct End User Activity, which may include: (a) using the administrative console to deploy licenses by adding files to a services account; (b) using the Dropbox APIs to deploy licenses by adding files to a services account; or (c) transferring account data to a deployed license through the 'Dropbox for Business Account Transfer' feature.
   
   "Order Form" means the registration process that appears on the CMP to order Vendor Services listed in Ingram Micro's Quotation referenced by a Quote ID.
   
   "Potential True Up Licenses" are the number of licenses Customer can deploy to its End Users without submitting an additional Order Form at the time of deployment. The number of Potential True Up Licenses is calculated as follows: Available Licenses – Base Licenses.
   
   "Purchased Licenses" means the number of licenses purchased by Customer, calculated as follows: Base Licenses + all True Up Licenses added up to such point.
   
   "Quote ID" means the unique key identifier in Ingram Micro's Quotation to fill in Quote ID field of the Order Form.
   
   "True Up Fees" means the number calculated as follows: True Up Licenses x Annualized License Price.
   
   "True Up Licenses" means the number of Potential True Up Licenses upon which there is any Usage, the calculation and timing of which is described above.
   
   "True Up Period" means the term indicated in the Order Form, which starts on the date Dropbox makes the Services available to Customer.
   
   "Use" or "Usage" means there is any Direct End User Activity or any Indirect End User Activity on the Available Licenses deployed by Customer to its End Users.

Dropbox Multi-Year Deal Specific Terms and Conditions

1. Term. Services start once provisioned by Dropbox. All Services are available for the minimum commitment of the Contract Term listed in Order Form.
2. Fees. Ingram Micro will charge Customer the License Price indicated in the Order Form and the applicable Quote referenced therein.
3. Invoicing. Ingram Micro will invoice Customer on the Billing Frequency specified on the Order Form. Customer will pay all Ingram Micro invoices in accordance with these Terms and Conditions and is responsible for paying applicable taxes and any other costs as noted on the Order Form.