8 ms·

Dropbox Developer Terms and Conditions

88 points by Paul-ish 9y ago

brndnmtthws 9y ago
Given that nobody reads these things anyway, how enforceable are they? People just click 'Accept' and continue doing whatever they want.
- stickydink 9y ago
  Very enforceable. You clicked accept, you accepted. If you didn't read it, that's on you. According to the American Bar Association's wording on "Best Practices for Ensuring Enforceability" [0] > There is a check-box that users must click adjacent to an affirmation similar to, “By clicking on the box, you are indicating that you have read and agree to the Terms of Use”; > The webpage is designed so that if the user does not check the box manifesting assent to the terms, the user cannot proceed in the transaction; > In addition to a check-box that users must click, the terms of use are available either in a nearby scrolling text box or a nearby hyperlink; > Any hyperlink of the terms is obvious, e.g., “Terms of Use” is underlined and has decent size lettering and visible coloring (not small lettering and not obfuscatory coloring); > Any hyperlink of the terms has a central or obvious location on the webpage, e.g., the hyperlink is directly below the “I Agree” button (not relegated to the bottom of the webpage, which would require the user to scroll down to a submerged portion of the webpage); > Any hyperlink of the terms immediately displays the terms (instead of requiring the user to click on a series of hyperlinks to view the terms); > The terms of use are evident in every webpage on the website (rather than visible on only one webpage), in addition to requiring users to attest that they have read the terms of use; > The terms are in readable font (at least 12 point); and > The agreement contains all requisite elements of an enforceable contract (e.g., consideration, sufficiently definite material terms, etc.).58 [0] https://www.americanbar.org/publications/communications_lawyer/2015/january/click_here.html https://www.americanbar.org/publications/communications_lawy...
  - brndnmtthws 9y ago
    Seems absurd to me. Companies could claim they put whatever they want in that text and the burden of proof would lie with the end user.
    - Spooky23 9y ago
      Absurd but very common. It is important to capture terms when you sign up for things commercially and fight/negotiate terms that allow changes without notification. I’ve definately run into situations where vendors decide to change the rules after the fact, even with things like shrinkwrap desktop software. If you cannot negotiate with the counter party or it’s a goliath like Microsoft/Google/etc who wont negotiate with you, make a practice of downloading terms every quarter as they change.
    - vijayr 9y ago
      It is beyond absurd. It is a lose-lose situation for end users - if we read each line of every EULA, thats all we would be doing all day. If we don't, then we accept very unfriendly terms. Here is a funny example: https://www.geek.com/games/gamestation-eula-collects-7500-souls-from-unsuspecting-customers-1194091/ https://www.geek.com/games/gamestation-eula-collects-7500-so...
    - sigstoat 9y ago
      > Seems absurd to me. i'm really interested; what do you think the alternative is? would you be happier if you had to mail in a signed copy of the contract?
      - wfo 9y ago
        You are very correct, the fundamental problem here is not that people don't read the EULA, it is that the world "agree" is not meaningful in this context, there is no equitable power relationship between you and the company you are "agreeing" with, they can insert any demand they wish and you have no ability to negotiate or power in the discussion. You should not have to read the EULAs, because companies should not be allowed to require that you waive your fundamental rights like this as a precondition of using their service. If you have a right to sue but every company can demand you waive it before you interact with them, you actually have no right at all. If mandatory arbitration is allowed, the right to sue does not exist. You cannot have one but not the other.
- pktgen 9y ago
  Very enforceable, thanks to the GOP-stacked Supreme Court. See AT&T Mobility v. Concepcion (https://www.supremecourt.gov/opinions/10pdf/09-893.pdf https://www.supremecourt.gov/opinions/10pdf/09-893.pdf) and Amex v. Italian Colors (https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf).
- TillE 9y ago
  It's a developer agreement rather than an EULA. Unless you're just a hobbyist messing around, you should definitely be reading those.
soufron 9y ago
Good luck to apply it internationaly...
- gtirloni 9y ago
  Suing Dropbox from overseas will be quite a challenge for developers too.
  - JorgeGT 9y ago
    Dropbox International Unlimited Company appears to be based in Ireland, and thus subject to EU law.
joshmn 9y ago
I'm guessing this has to do with them filing for their IPO.
- fortythirteen 9y ago
  Yup, plan on something not very favorable to their dev community coming out when they go public.
  - ProAm 9y ago
    Favorable to shareholders.
  - sillysaurus3 9y ago
    Hmm, like what?
    - fortythirteen 9y ago
      I'm going to guess something having to do with their revenue model, probably around data sharing.
  - mooreds 9y ago
    Or just setting the developer program to be (more) favorable to the company.
  - zitterbewegung 9y ago
    Yea, probably turning it off.
- airfishey 9y ago
  This was my first thought as well
varenc 9y ago
interestingly, you can opt-out of the arbitration clause in the next 30 days by emailing here: developer-terms-opt-out@dropbox.com
QAPereo 9y ago
Binding arbitration is societal and legal poison, and must be killed. I strongly encourage everyone in the mean time, to opt out ASAP! Edit: At least you’ll be in court, or part of class action, rather than stuck in their arbitration system! For example they can use it to argue that sending an opt-out mails indicates that you have read the clause. It also indicates that you have read the TOS in general. It also indicates that you agreed to the rest of the TOS. Etc etc. Edit 2: It doesn’t, it implies that you read this thread, or their announcement.
- TekMol 9y ago
  I would expect that if you send the opt-out mail that will weaken your standing in court. Everything you give the other side makes the other side stronger and gives them more vectors to argue and attack. For example they can use it to argue that sending an opt-out mails indicates that you have read the clause. It also indicates that you have read the TOS in general. It also indicates that you agreed to the rest of the TOS. Etc etc.
  - Chaebixi 9y ago
    > For example they can use it to argue that sending an opt-out mails indicates that you have read the clause. It also indicates that you have read the TOS in general. It also indicates that you agreed to the rest of the TOS. Etc etc. You could point to this thread, and say "I read a NY Times article a few years ago that said arbitration was shitty Then I saw people saying 'email this address to opt out,' so I did." That statement could also be entirely accurate.
  - pktgen 9y ago
    Quite simply, if you fail to opt out, you will have almost no chance at all of successfully fighting the arbitration agreement. Period. The Supreme Court precedent leaves little room for dispute on this point. So yes, everyone should follow the instructions and opt out.
    - TekMol 9y ago
      Nothing in court is simple. It's always humans arguing with humans. Also, the examples you gave in other parts of this thread were from very different types of contract then this one.
eganist 9y ago
Lawyers willing to opine: > 14.5. NO CLASS ACTIONS. Developer may only resolve disputes with Dropbox on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Is this exact thing what's being considered in some of the more recent Supreme Court cases? https://www.npr.org/2017/10/06/555862822/no-class-action-supreme-court-weighs-whether-workers-must-face-arbitrations-alon https://www.npr.org/2017/10/06/555862822/no-class-action-sup...
- pktgen 9y ago
  > Is this exact thing what's being considered in some of the more recent Supreme Court cases? https://www.npr.org/2017/10/06/555862822/no-class-action-sup.. https://www.npr.org/2017/10/06/555862822/no-class-action-sup.... -- but that's still being sussed out. (Not a lawyer.) It's the same issue, but a different context. The issue currently before the Supreme Court is whether the National Labor Relations Act, which provides workers the right to unionize and engage in concerted activity, prohibits class-action waivers. The (eventual) outcome of that case will not be relevant to the Dropbox agreement at issue here, because the Dropbox agreement is not an employment contract.
- joering2 9y ago
  IANAL, but as far as I understand this is grey area and some courts/judges will see something like this differently, because there is a set of rules that courts find irrelevant whether you put them in your terms or not. For example, you can agree to the terms where point 1.2.3 says "you agree that our employee can break into your house in the middle of the night and strangle you to death". The mere explanation "they agreed on the terms" clearly will not suffice; furthermore courts have found that terms of service have to be reasonable that a sound person would have to agreed upon (sorry not enough time to find citations). Whether the judge will dismiss lawsuit because corporation told them "no in-court litigation" or not is really up to a judge and not a cover-them-all type blanket.
  - pktgen 9y ago
    Unfortunately, the GOP Supreme Court has made these arbitration agreements nearly bulletproof. What you've written makes a lot of sense and is how it should be, but judges now have very little leeway in not enforcing arbitration agreements. See AT&T Mobility v. Concepcion (https://www.supremecourt.gov/opinions/10pdf/09-893.pdf https://www.supremecourt.gov/opinions/10pdf/09-893.pdf) and Amex v. Italian Colors (https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf). (Concepcion in particular originated from a California Supreme Court ruling that these agreements were unconscionable and unenforceable in certain situations.)
pktgen 9y ago
Dropbox's ToS for their file storage service also has an arbitration clause: https://www.dropbox.com/privacy#terms https://www.dropbox.com/privacy#terms. > We Both Agree To Arbitrate. You and Dropbox agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity.
joering2 9y ago
Initial application, still worth reading: https://www.ycombinator.com/apply/dropbox/ https://www.ycombinator.com/apply/dropbox/ Personally I'm disappointed Drew (still a CEO) would agree on these changes, but hey! with $1 billion dollars in pocket I assume he doesn't have to care about what anyone says anymore.
- xyzabc123 9y ago
  What about these changes do you think he'd not agree to?
Paul-ish 9y ago
It looks like the HN title was changed. To clarify, I posted this to point out that an arbitration clause was recently added to the terms.
- deleted 9y ago
  [deleted]

88 points by Paul-ish 9y ago

Given that nobody reads these things anyway, how enforceable are they? People just click 'Accept' and continue doing whatever they want.

stickydink 9y ago
Very enforceable. You clicked accept, you accepted. If you didn't read it, that's on you. According to the American Bar Association's wording on "Best Practices for Ensuring Enforceability" [0] > There is a check-box that users must click adjacent to an affirmation similar to, “By clicking on the box, you are indicating that you have read and agree to the Terms of Use”; > The webpage is designed so that if the user does not check the box manifesting assent to the terms, the user cannot proceed in the transaction; > In addition to a check-box that users must click, the terms of use are available either in a nearby scrolling text box or a nearby hyperlink; > Any hyperlink of the terms is obvious, e.g., “Terms of Use” is underlined and has decent size lettering and visible coloring (not small lettering and not obfuscatory coloring); > Any hyperlink of the terms has a central or obvious location on the webpage, e.g., the hyperlink is directly below the “I Agree” button (not relegated to the bottom of the webpage, which would require the user to scroll down to a submerged portion of the webpage); > Any hyperlink of the terms immediately displays the terms (instead of requiring the user to click on a series of hyperlinks to view the terms); > The terms of use are evident in every webpage on the website (rather than visible on only one webpage), in addition to requiring users to attest that they have read the terms of use; > The terms are in readable font (at least 12 point); and > The agreement contains all requisite elements of an enforceable contract (e.g., consideration, sufficiently definite material terms, etc.).58 [0] https://www.americanbar.org/publications/communications_lawyer/2015/january/click_here.html https://www.americanbar.org/publications/communications_lawy...
- brndnmtthws 9y ago
  Seems absurd to me. Companies could claim they put whatever they want in that text and the burden of proof would lie with the end user.
  - Spooky23 9y ago
    Absurd but very common. It is important to capture terms when you sign up for things commercially and fight/negotiate terms that allow changes without notification. I’ve definately run into situations where vendors decide to change the rules after the fact, even with things like shrinkwrap desktop software. If you cannot negotiate with the counter party or it’s a goliath like Microsoft/Google/etc who wont negotiate with you, make a practice of downloading terms every quarter as they change.
  - vijayr 9y ago
    It is beyond absurd. It is a lose-lose situation for end users - if we read each line of every EULA, thats all we would be doing all day. If we don't, then we accept very unfriendly terms. Here is a funny example: https://www.geek.com/games/gamestation-eula-collects-7500-souls-from-unsuspecting-customers-1194091/ https://www.geek.com/games/gamestation-eula-collects-7500-so...
  - sigstoat 9y ago
    > Seems absurd to me. i'm really interested; what do you think the alternative is? would you be happier if you had to mail in a signed copy of the contract?
    - wfo 9y ago
      You are very correct, the fundamental problem here is not that people don't read the EULA, it is that the world "agree" is not meaningful in this context, there is no equitable power relationship between you and the company you are "agreeing" with, they can insert any demand they wish and you have no ability to negotiate or power in the discussion. You should not have to read the EULAs, because companies should not be allowed to require that you waive your fundamental rights like this as a precondition of using their service. If you have a right to sue but every company can demand you waive it before you interact with them, you actually have no right at all. If mandatory arbitration is allowed, the right to sue does not exist. You cannot have one but not the other.
pktgen 9y ago
Very enforceable, thanks to the GOP-stacked Supreme Court. See AT&T Mobility v. Concepcion (https://www.supremecourt.gov/opinions/10pdf/09-893.pdf https://www.supremecourt.gov/opinions/10pdf/09-893.pdf) and Amex v. Italian Colors (https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf).
TillE 9y ago
It's a developer agreement rather than an EULA. Unless you're just a hobbyist messing around, you should definitely be reading those.

soufron 9y ago

Good luck to apply it internationaly...

gtirloni 9y ago
Suing Dropbox from overseas will be quite a challenge for developers too.
- JorgeGT 9y ago
  Dropbox International Unlimited Company appears to be based in Ireland, and thus subject to EU law.

joshmn 9y ago

I'm guessing this has to do with them filing for their IPO.

fortythirteen 9y ago
Yup, plan on something not very favorable to their dev community coming out when they go public.
- ProAm 9y ago
  Favorable to shareholders.
- sillysaurus3 9y ago
  Hmm, like what?
  - fortythirteen 9y ago
    I'm going to guess something having to do with their revenue model, probably around data sharing.
- mooreds 9y ago
  Or just setting the developer program to be (more) favorable to the company.
- zitterbewegung 9y ago
  Yea, probably turning it off.
airfishey 9y ago
This was my first thought as well

varenc 9y ago

interestingly, you can opt-out of the arbitration clause in the next 30 days by emailing here: developer-terms-opt-out@dropbox.com

QAPereo 9y ago

Binding arbitration is societal and legal poison, and must be killed. I strongly encourage everyone in the mean time, to opt out ASAP! Edit: At least you’ll be in court, or part of class action, rather than stuck in their arbitration system! For example they can use it to argue that sending an opt-out mails indicates that you have read the clause. It also indicates that you have read the TOS in general. It also indicates that you agreed to the rest of the TOS. Etc etc. Edit 2: It doesn’t, it implies that you read this thread, or their announcement.

TekMol 9y ago
I would expect that if you send the opt-out mail that will weaken your standing in court. Everything you give the other side makes the other side stronger and gives them more vectors to argue and attack. For example they can use it to argue that sending an opt-out mails indicates that you have read the clause. It also indicates that you have read the TOS in general. It also indicates that you agreed to the rest of the TOS. Etc etc.
- Chaebixi 9y ago
  > For example they can use it to argue that sending an opt-out mails indicates that you have read the clause. It also indicates that you have read the TOS in general. It also indicates that you agreed to the rest of the TOS. Etc etc. You could point to this thread, and say "I read a NY Times article a few years ago that said arbitration was shitty Then I saw people saying 'email this address to opt out,' so I did." That statement could also be entirely accurate.
- pktgen 9y ago
  Quite simply, if you fail to opt out, you will have almost no chance at all of successfully fighting the arbitration agreement. Period. The Supreme Court precedent leaves little room for dispute on this point. So yes, everyone should follow the instructions and opt out.
  - TekMol 9y ago
    Nothing in court is simple. It's always humans arguing with humans. Also, the examples you gave in other parts of this thread were from very different types of contract then this one.

eganist 9y ago

Lawyers willing to opine: > 14.5. NO CLASS ACTIONS. Developer may only resolve disputes with Dropbox on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Is this exact thing what's being considered in some of the more recent Supreme Court cases? https://www.npr.org/2017/10/06/555862822/no-class-action-supreme-court-weighs-whether-workers-must-face-arbitrations-alon https://www.npr.org/2017/10/06/555862822/no-class-action-sup...

pktgen 9y ago
> Is this exact thing what's being considered in some of the more recent Supreme Court cases? https://www.npr.org/2017/10/06/555862822/no-class-action-sup.. https://www.npr.org/2017/10/06/555862822/no-class-action-sup.... -- but that's still being sussed out. (Not a lawyer.) It's the same issue, but a different context. The issue currently before the Supreme Court is whether the National Labor Relations Act, which provides workers the right to unionize and engage in concerted activity, prohibits class-action waivers. The (eventual) outcome of that case will not be relevant to the Dropbox agreement at issue here, because the Dropbox agreement is not an employment contract.
joering2 9y ago
IANAL, but as far as I understand this is grey area and some courts/judges will see something like this differently, because there is a set of rules that courts find irrelevant whether you put them in your terms or not. For example, you can agree to the terms where point 1.2.3 says "you agree that our employee can break into your house in the middle of the night and strangle you to death". The mere explanation "they agreed on the terms" clearly will not suffice; furthermore courts have found that terms of service have to be reasonable that a sound person would have to agreed upon (sorry not enough time to find citations). Whether the judge will dismiss lawsuit because corporation told them "no in-court litigation" or not is really up to a judge and not a cover-them-all type blanket.
- pktgen 9y ago
  Unfortunately, the GOP Supreme Court has made these arbitration agreements nearly bulletproof. What you've written makes a lot of sense and is how it should be, but judges now have very little leeway in not enforcing arbitration agreements. See AT&T Mobility v. Concepcion (https://www.supremecourt.gov/opinions/10pdf/09-893.pdf https://www.supremecourt.gov/opinions/10pdf/09-893.pdf) and Amex v. Italian Colors (https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf https://www.supremecourt.gov/opinions/12pdf/12-133_19m1.pdf). (Concepcion in particular originated from a California Supreme Court ruling that these agreements were unconscionable and unenforceable in certain situations.)

pktgen 9y ago

Dropbox's ToS for their file storage service also has an arbitration clause: https://www.dropbox.com/privacy#terms https://www.dropbox.com/privacy#terms. > We Both Agree To Arbitrate. You and Dropbox agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity.

joering2 9y ago

Initial application, still worth reading: https://www.ycombinator.com/apply/dropbox/ https://www.ycombinator.com/apply/dropbox/ Personally I'm disappointed Drew (still a CEO) would agree on these changes, but hey! with $1 billion dollars in pocket I assume he doesn't have to care about what anyone says anymore.

xyzabc123 9y ago
What about these changes do you think he'd not agree to?

Paul-ish 9y ago

It looks like the HN title was changed. To clarify, I posted this to point out that an arbitration clause was recently added to the terms.

deleted 9y ago
[deleted]