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Dropbox Reseller Agreement
Posted: April 1, 2024
This Dropbox Reseller Agreement (“Agreement”) is entered into by Dropbox and the entity identified as the Reseller
during the sign-up process (“Reseller”) as of the date that Reseller registers for the Dropbox Reseller Program (“EffectiveDate”). “Dropbox” means Dropbox, Inc. for Canada, Mexico, and the United States (and its territories and possessions),
and Dropbox International Unlimited Company for countries outside these territories. In this Agreement, Dropbox andReseller are each referred to as a “Party” and collectively as the “Parties.”
By registering, you: (i) represent and warrant that you have the authority to bind Reseller to this Agreement, (ii)agree on behalf of Reseller to be bound by this Agreement, the Dropbox Privacy Policy, and the Dropbox
Acceptable Use Policy, (iii) certify on behalf of Reseller to the Dropbox FCPA Certification, and (iv) acknowledge
receipt of a copy of this Agreement. If you do not have the authority to bind Reseller to this Agreement, please do not
accept this Agreement or register as a Reseller with Dropbox.
1. Authorization; Restrictions. Dropbox authorizes Reseller to market, promote, and resell the Service on an independentand non-exclusive basis to potential Customers only in the Territory, subject to the terms and conditions of thisAgreement and the Program Guide. Reseller will market the Service fairly and accurately, and will not make any
representations or warranties concerning Dropbox or the Service that: (i) are made or purported to be made on behalfof Dropbox; (ii) violate any laws or regulations; (iii) are false, misleading, or inconsistent with materials published andsupplied by Dropbox; or (iv) where Dropbox, in its sole discretion, determines the materials are unsuitable. Any
warranty in excess of the standard Service warranty provided by Dropbox, will be Reseller’s sole and exclusive
responsibility and liability. Agreements entered into between Reseller and any Customer will not be binding on
Dropbox. Neither Party will make any press release or other public announcement concerning this Agreement without
the prior written approval of the other Party, provided that Dropbox may include Reseller's name in a list of resellers
on the Dropbox website or in promotional materials without such approval. Reseller authorizes Dropbox to use any
information submitted by Reseller to Dropbox to: (a) market, promote, and deliver the Services; (b) to manage,administer, and improve Dropbox’s reseller program; and (c) send Reseller Dropbox marketing material and otheremails related to the reseller program.
2. Reseller Obligations. Dropbox and Reseller’s obligations regarding providing technical support to Customers are set
forth in the Program Guide. Support Resellers will use or access a Customer’s account and Customer’s data only asnecessary to fulfill its obligations under this Agreement, and any such use or access will comply with applicable laws
and regulations and Dropbox’s privacy policy. In addition, Reseller is responsible for obtaining and maintaining allnecessary consents or authorizations from Customers for use of or access to Customer’s account or Customer’s data.
Within five business days of knowing a Customer relationship will terminate or not renew, Reseller will transfer all
Administrative Access to Customer’s Service accounts to Customer or a service provider designated by Customer
and take necessary action to prevent further access to the Customer account by Reseller or Reseller personnel.
Reseller will only disclose or use Customer information and related sales information as necessary in the performanceof this Agreement. Reseller will notify Dropbox immediately following the discovery of any Security Breach. In theevent of a Security Breach, Reseller will provide the names of any Customers impacted and any other information
reasonably requested by Dropbox, except to the extent prohibited by any written agreement between Reseller and a
Customer. Upon notification, Dropbox may in its sole discretion elect to terminate the Agreement.
3. Ordering; Payment; Taxes. Reseller will submit orders and make payments to Distributor. Reseller is responsible forinvoicing and collecting the applicable fees from Customers for access to and use of the Service. All purchases of theService are non-cancelable and non-refundable. Reseller will be responsible for and will pay all Taxes to theappropriate governing authorities related to purchase and sale of the Service.
4. Deal Registration. Subject to the terms of the Deal Registration Addendum attached hereto, Reseller may register apotential deal with a prospective Customer with Dropbox using: (i) the Dropbox Partner Portal; or (ii) any other deal
submission and tracking mechanism made available to Reseller by Dropbox. Reseller will provide all information
requested by Dropbox to register the deal, including, without limitation, the name of the potential Customer and theestimated number of seats. Reseller represents and warrants that it has the right to share this information with
Dropbox for Dropbox’s business purposes.
5. Trademarks and Ownership. Reseller is granted a non-exclusive, non-transferable, and revocable license to use the
Dropbox Marks within the Territory, subject to this Agreement, Dropbox Branding Guidelines, and any other guidelinesthat Dropbox may provide. Reseller may use the Dropbox Marks only as necessary for Reseller’s performance underthe Agreement and as specifically approved by Dropbox in writing. Reseller will not challenge or assist others in
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1challenging Dropbox’s rights in the Dropbox Marks and will take no action inconsistent with Dropbox’s ownership ofthe Dropbox Marks. Reseller acknowledges Dropbox’s ownership of the Dropbox Marks, and agrees that any and alluse of the Dropbox Marks will inure to the sole benefit of Dropbox. If Reseller acquires any rights in the Dropbox
Marks, it hereby assigns these rights to Dropbox, along with any and all associated goodwill. Other than the rights
granted in this Section 4, Reseller is not granted any other right, title, or interest in the Dropbox Marks.
6. Term and Termination. The Agreement will begin on the Effective Date and continue for the Term. The Agreement willautomatically renew for the Renewal Term(s), unless a Party provides notice of its intent not to renew at least thirtydays prior to a renewal. Either Party may terminate this Agreement if: (i) the other Party is in material breach of theAgreement and fails to cure the breach within fourteen days after receipt of written notice; (ii) upon thirty days’ priorwritten notice to the other Party; or (iii) immediately upon notice if no sales have been processed under the
Agreement in the preceding 12 months. Upon termination or expiration of this Agreement and subject to applicablelaws and regulations, Reseller will transfer Customer billing contact information to Dropbox and return or destroy all
Customer information. Upon termination of this Agreement all rights and licenses granted under this Agreement will
immediately terminate, except Customer subscriptions then-outstanding will continue in effect in accordance with theterms of the subscription. Sections 5 (effect of termination) and 6-12 will survive any expiration or termination of thisAgreement.
7. Confidentiality
7.1. Non-Use and Nondisclosure. Each Party will: (i) take reasonable measures to protect the other’s Confidential
Information, and at least those measures it takes to protect its own confidential information of a similar nature; and(ii) not disclose Confidential Information to any third parties unless expressly authorized in writing. A Party may
disclose Confidential Information to its employees, directors, agents, advisors and third-party contractors(“Representatives”) who have a need to know the Confidential Information, if such Representative is bound to
restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement.
The Parties may use Confidential Information only for the purpose of exercising their rights and performing their
obligations under this Agreement.
7.2. Return of Confidential Information. Upon the disclosing Party’s written request, or upon expiration or termination ofthis Agreement, the receiving Party will return or destroy all copies of Confidential Information, provided that
Dropbox may retain a copy of Reseller’s Confidential Information for the proper management and administrationof Dropbox’s business or as required by applicable laws.
7.3. Required Disclosure. A Party may disclose Confidential Information as may be required by order of a court ofcompetent jurisdiction, administrative agency or other government body, or by any law, rule or regulation, if, to theextent possible, it gives the other Party prior written notice of this requirement and assists that Party in its efforts
to oppose the requirement.
8. Representations and Warranties
8.1. General. Reseller represents and warrants to Dropbox that: (i) Reseller is a business entity duly organized and ingood standing in all jurisdictions where Reseller does business; (ii) Reseller’s execution, delivery andperformance of this Agreement has been duly authorized by all necessary action on the part of Reseller; and (iii)
Reseller will perform hereunder in a professional and workmanlike manner.
8.2. Legal Compliance and Export and Corruption Prohibition. Reseller represents and warrants that it will comply
with all applicable laws and regulations, including the provisions of applicable U.S. Export Control Laws and AntiCorruption Laws. Reseller (including its officers, directors, employees, and agents) shall not receive, accept,
offer, promise, authorize, or provide anything of value to any person, directly or indirectly, including any
government official or political candidate or member of a political party, in order to obtain or retain business or
secure any advantage with the intent to corruptly or improperly influence the recipient, or otherwise take any
action that would cause Dropbox to violate the Anti-Corruption Laws. Reseller (including its officers, directors,
employees, and agents) will not make any facilitation payments, directly or indirectly, which are payments to
induce officials to perform routine functions they are otherwise obligated to perform. Reseller shall maintainreasonable policies, procedures, and internal controls designed to prevent and detect violations of the AntiCorruption Laws. Reseller shall provide Anti-Corruption Laws certifications to Dropbox and access to its books
and records for audit purposes, upon reasonable request. Reseller is not identified on OFAC’s List of Specially
Designated Nationals, or any other government prohibited parties list. Reseller acknowledges and agrees that
the Service may not be used in, and none of the underlying information, data, software, or technology may betransferred or otherwise exported or re-exported (a) to Cuba, Iran, North Korea, Sudan, Syria, or Crimea or any
country or region that is subject to an embargo by the United States; (b) to or by a national or resident of any
such country or region; or (c) to governments or governmental instrumentalities of any such country or region,
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absent a license or other necessary governmental authorization. Reseller assumes sole responsibility for
obtaining licenses to export or re-export as may be required. Reseller agrees that Dropbox may terminate thisagreement, in its sole discretion, should Dropbox suspect or determine that Reseller has violated this clause.
9. Disclaimer. THE SERVICE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW AND
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER DROPBOX NOR ITS AFFILIATES,
SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE, OR NON-INFRINGEMENT. DROPBOX MAKES NO REPRESENTATIONS ABOUT ANY
CONTENT OR INFORMATION IN OR FROM A CUSTOMER’S ACCOUNT FOR THE SERVICE.
10. Indemnification. Reseller will indemnify and hold Dropbox and its affiliates harmless, and at Dropbox’s request, defend
Dropbox and its affiliates from and against any and all claims (including a regulatory penalty), liabilities, costs andexpenses (including settlement costs and reasonable attorney’s fees) resulting from, relating to or arising out of any
acts or omissions of Reseller in connection with Reseller’s activities under this Agreement, including without limitation
Reseller’s performance of any services for any Customer.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR RESELLER’SINDEMNIFICATION OBLIGATIONS, OR FOR A BREACH BY EITHER PARTY OF IT’S CONFIDENTIALITYOBLIGATIONS, (I) NEITHER RESELLER NOR DROPBOX AND ITS AFFILIATES AND SUPPLIERS, WILL BE
LIABLE UNDER THIS AGREEMENT FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (INEACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THATSUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND (II)DROPBOX’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTSACTUALLY PAID OR PAYABLE BY RESELLER TO DISTRIBUTOR FOR THE SPECIFIC PURCHASE OF THE
SERVICE BY RESELLER FROM WHICH THE LIABILITY ARISES.
12. Disputes. Reseller and Dropbox agree to resolve any claims relating to this Agreement or the Service through final
and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer thearbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any otherlocation both Parties agree to in writing. If a Party breaches its obligations under the Agreement, the non-breaching
Party may bring a lawsuit in the federal or state courts of San Francisco County, California solely for injunctive relief tostop the breach without first engaging in the informal dispute notice process described above. Both Reseller andDropbox consent to jurisdiction and venue of any United States Federal or State Court located in San Francisco,California for any dispute, controversy or claim arising out of or in connection with this Agreement.
13. Miscellaneous. Dropbox may change the terms of this Agreement from time to time; provided that if any changematerially modifies Reseller’s rights or obligations under this Agreement, Dropbox will provide thirty (30) days’ notice
to Reseller prior to the effective date of the modified Agreement. During the thirty (30) day notice period, Reseller may
terminate the Agreement with such termination effective on the effective date of the modified Agreement. By
continuing to market or solicit orders for the Service after the effective date of the modified Agreement, Reseller
agrees to be bound by the modified Agreement. All non-material changes are effective upon notice of the modified
Agreement. This Agreement and the Program Guide constitute the entire agreement between the Parties andsupersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, withrespect to the subject matter of this Agreement. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW
EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. Unenforceable provisions will be modified to reflect theParties' intention and only to the extent necessary to make them enforceable and the remaining provisions of theAgreement will remain in full effect. Notices are deemed given when received. All notices to Dropbox will be sent to
Dropbox Legal at contractnotices@dropbox.com with a copy to Dropbox, Inc. at P.O. Box 77767, San Francisco, CA
94107. All notices to Reseller will be sent to the applicable account email address. A waiver of any default is not awaiver of any subsequent default. Neither Party may assign or transfer this Agreement or any rights or obligations
under this Agreement without the written consent of the other Party except Dropbox may assign this Agreement or
any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer orassign is void. Dropbox and Reseller are not legal partners or agents, but are independent contractors. Neither
Dropbox nor Reseller will be liable for inadequate performance to the extent caused by a condition that was beyond
the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition,
governmental action, and Internet disturbance). There are no third-party beneficiaries to this Agreement.
14. Definitions.
“Administrative Access” is a level of access granting administrative control over End User Accounts of a Customer.
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“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other applicable anticorruption, anti-bribery or anti-money laundering laws.
“Confidential Information” means information disclosed by one Party to the other Party that: (i) if disclosed in writing, ismarked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally, is identified as “confidential”
or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing Party to thereceiving Party within thirty days after any such disclosure; or (iii) under the circumstances, a person exercisingreasonable business judgment would understand to be confidential or proprietary. Confidential Information will notinclude information that: (i) is or becomes generally known or available to the public, through no act or omission of thereceiving Party; (ii) was known, without restriction, prior to receiving it from the disclosing Party; (iii) is rightfullyacquired from a third party who has the right to disclose it and who provides it without restriction as to use or
disclosure; or (iv) is independently developed without access to any Confidential Information of the disclosing Party.
“Customer” is any individual customer of Reseller that purchases a subscription for the Service through Reseller.
“Distributor” means a distributor authorized by Dropbox to resell the Services to Reseller.
“Dropbox Branding Guidelines” are the guidelines located at www.dropbox.com/branding and any additional branding
guidelines for resellers that Dropbox may publish.
“Dropbox Marks” means the trademarks, service marks, trade names, the Service names, logos, designs and otherdesignations or brands used by Dropbox in connection with the Service.
“End User” is any individual end user of the Service.
“End User Accounts” are accounts for End Users under a Customer’s Service account.
“Initial Term” is twelve months.
“Program Guide” means the terms and policies that describe Dropbox’s reseller program that Dropbox makes available
to reseller, as may be updated from time to time.
“Renewal Term” is the term following the Initial Term, or following an earlier Renewal Term, each of which will be twelve
months.
“Sale” or “sell” or “resell” or “purchase” are used interchangeably in this Agreement and are used to mean the granting
or receiving of access to and use of the Service as authorized by Dropbox.
“Security Breach” means any incident that involves or reasonably may involve the unauthorized access, use,
disclosure, or loss of any Dropbox Confidential Information, Customer data, Reseller credentials, or API tokens, or any
other suspected breach or compromise of the security, confidentiality, or integrity of any Dropbox Confidential
Information, Customer data, Reseller credentials, or API tokens.
“Service” means any service that Dropbox provides pursuant to the Agreement at its sole discretion.
“Support Reseller” means a Reseller that may be designated as an “Administrator” of a Customer account and as aresult be granted administrative control over End User Accounts of such Customer.
“Taxes” means any sales, use, provincial, value added, goods and services, consumption, excise, local stamp, othertax, duty, fees, or other charge of any kind or nature that is levied or imposed by any governmental authority on sales,delivery, possession, use or license of the Service.
“Term” means the Initial Term and all Renewal Terms.
“Territory” means the geographic region(s) within which Reseller is authorized to market, promote and resell theService as set forth in the Program Guide.
“U.S. Export Control Laws” means all U.S. export control laws and sanctions regulations, including the Export
Administration Regulations of the Bureau of Industry and Security (“BIS”), U.S. Department of Commerce; theInternational Traffic in Arms Regulations administered by the U.S. Department of State; and economic sanctions
administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury.
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This Deal Registration Program Addendum (“Terms”) append and supplement the Dropbox Reseller Agreement (the“Agreement”) between Dropbox and the Reseller identified in the Agreement (“Reseller”). “Dropbox” means Dropbox, Inc.
for Canada, Mexico, and the United States (and its territories and possessions), and Dropbox International Unlimited
Company for countries outside these territories. In these Terms, Dropbox and Reseller are each referred to as a “Party”
and collectively as the “Parties.” The Parties agree to amend the Agreement to add the additional terms set forth below.
These Terms are effective on both Parties upon Reseller’s acceptance of the Agreement and submission of any Deal
Registration by the authorized representative of Reseller below:

1.

Deal Registration.
1.1. Eligible Deals. Reseller will be eligible to receive a Deal Registration Rebate from Dropbox only with respect toEligible Deals, as further set forth in this Agreement. Dropbox will, in its sole discretion, determine whether a deal
is an Eligible Deal or not. Dropbox may notify Reseller of its determination through Reseller’s account on the
Dropbox Partner Portal.
1.2. Registered Deal Term. Each Eligible Deal will remain registered for the Registered Deal Term. At the end of theRegistered Deal Term, the Eligible Deal will automatically expire, and Reseller will no longer be eligible for a Deal
Registration Rebate with respect to the applicable Customer unless Dropbox expressly agrees in writing toextend the Registered Deal Term.
1.3. Deal Registration Rebates. If the potential Customer enters into a Customer Order that is an Eligible Deal during
the applicable Registered Deal Term, and remains a paid account in good standing for at least thirty days after
the beginning of the initial subscription in the Customer Order (not including any free trial period), Dropbox will
pay Reseller the Deal Registration Rebate in accordance with Section 2.
1.4. Exclusions. Deal Registration Rebate will not be based on any purchases of: (i) renewals of the Service by a
Customer after the twelve (12) month period following the Customer's first purchase of the Service; (ii) additional
End User Account licenses purchased by a Customer after its initial purchase of the Service; or (iii) a Customer
purchase of any additional services.
1.5. Reserved Rights. Nothing in these Terms will be deemed to limit or restrict Dropbox’s right to determine, in its
sole discretion, the prices, fees, and other terms and conditions pursuant to which it offers the Service toCustomers, Dropbox’s distributors, or Dropbox’s resellers.

2.

Payment and Taxes.
2.1. Generally. Subject to Reseller’s compliance with these Terms, Dropbox will pay Reseller the Deal Registration
Rebates. All payments will be in the currency for the jurisdiction in which Reseller is located, and Dropbox will
make payments by ACH or wire transfer.
2.2. Process. Reseller will provide Dropbox with all banking information required to make payments. Reseller issolely responsible for ensuring that its banking information is accurate and current. Reseller is responsible forany fees, such as wire transfer fees, charged by any intermediary banks involved in a funds transfer. Dropbox
will not be responsible for any payments not received due to Reseller failing to provide complete and accuratebanking information.
2.3. Timing. Dropbox will aggregate all Deal Registration Rebates earned by Reseller under this Agreement on amonthly basis. Payments will be made within 45 days following the end of each applicable month in which
Reseller has earned any Deal Registration Rebates. Any payment which falls due on a weekend or public
holiday will be due on the business day immediately preceding the weekend day or public holiday.
2.4. Taxes. Reseller will be responsible for paying all Taxes, if any, on the Deal Registration Rebates. If Dropbox isrequired to pay or collect any Taxes, then Reseller will, upon Dropbox's invoice or written request, reimburse
Dropbox for these Taxes.
2.5. Offset. If, for any reason, Dropbox subsequently must refund any license fees attributable to a Customer forwhich Reseller received a Deal Registration Rebate, then Dropbox will have the right to offset the amount of theapplicable Deal Registration Rebate paid by Dropbox to Reseller attributable to such refunded amount, if any,against any Deal Registration Rebates subsequently payable by Dropbox to Reseller hereunder. If no additional
Deal Registration Rebates are payable by Dropbox to Reseller in the next calendar quarter, then Reseller will
refund the applicable Deal Registration Rebate to Dropbox within thirty (30) days following receipt of Dropbox’s
invoice therefor.

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3.

Term and Termination.
3.1. Term & Termination. These Terms will begin on the Effective Date and continue for the duration of theAgreement unless otherwise terminated as set forth herein. Either Party may terminate these Terms forconvenience upon written notice to the other Party. Dropbox may terminate these Terms, or, in its discretion, theAgreement (including Reseller’s participation in the Dropbox Reseller Program), immediately upon written notice
to Reseller if Reseller breaches these Terms or the Agreement or fails to transact under the Agreement for aperiod exceeding 12 months.
3.2. Effect of Termination. Upon termination or expiration of the Terms: (a) all rights granted under these Terms will
immediately terminate; (b) Reseller will not be authorized to register any deals; and (c) Reseller will not be
eligible to receive any Deal Registration Rebates for any deals that are registered after the effective date of
termination. Subject to the foregoing, Dropbox will not be relieved from making Deal Registration Rebate
payments owed to Reseller under these Terms for any Eligible Deal registered prior to the effective date of
termination that meets the requirements in Section 1.4.
3.3. Survival. Sections 1.2, 1.3, 1.4, 1.5, 2, 3.2, 3.3, 4 and 5 will survive any expiration or termination of these Terms.

4.

Miscellaneous.
4.1. Effect of Addendum. These Terms are subject to, and incorporate by reference, the Agreement. Any breach ofthese Terms will be deemed a breach of the Agreement. The Agreement shall remain in full force and effect andshall be unchanged except as modified by these Terms.
4.2. Definitions and Interpretation. Capitalized terms used but not defined in these Terms are defined in theAgreement. If any provision in these Terms conflicts with any provision in the Agreement, then these Terms willcontrol solely with respect to the subject matter set forth herein.

5.

Definitions.
"Customer Order" means the first order form or other purchasing document entered into by the Customer to purchase
the Service from Reseller.
“Deal Registration Rebate” means a percentage of the total price for any Eligible Deal sold by Reseller pursuant to theAgreement and as further described in the Program Guide. Customer Orders based on the then-current list priceoffered by Dropbox, excluding any Taxes or any costs associated with consulting, training, support, or other ancillary
services. For purposes of clarity, the Deal Registration Rebate will not take into account: (a) any End User Accountlicenses after the first year, or (b) additional End User Account licenses purchased by Customer after the initialpurchase of the Service.
“Dropbox Partner Portal” means the online portal for the Dropbox Reseller Program.
“Effective Date” means the date on which the Parties enter into these Terms, set forth above.
“Eligibility Criteria” refers to the following criteria. To be considered eligible, each deal must be:
1. Net new customer on profitable business terms as determined in Dropbox’s sole discretion
2. Annual, up-front payment by Customer OR Annual, monthly payment by Customer
3. At least 20 or more licenses
4. Standard channel margins without discounts
5. Booked through a Distributor’s marketplace
6. Manual purchase order processing

Dropbox may update the Deal Eligibility Criteria from time to time by providing Reseller notice of any changes.
“Eligible Deal” means a deal with a Customer that is registered by Reseller that: (a) is not an Ineligible Deal; and (b)meets the Eligibility Criteria.
"Ineligible Deal" means a deal with a Customer that is registered by Reseller where: (a) Dropbox has previously
provided a proposal or quote to the potential Customer; (b) another sales representative, reseller, or other third party
provided a proposal or quote to the potential Customer or has registered the deal with Dropbox; (c) Dropbox, anothersales representative, reseller or other third party has previously sold the Service to the Customer.
“Registered Deal Term” means 60 days from the date of registration of the applicable Eligible Deal, or such longer
period specified by Dropbox in writing.

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