Order Form for City of Alameda
Order Form Effective Date The date of Customer signature below Services Term May 15, 2022 to May 15, 2023
Invoice Frequency Upfront
Payment Terms Net 30
Currency USD
Total Contract Value 44,100.00
Team ID 12234976
Item Quantity Annualized
License Price
Contract Length Minimum Fees
Dropbox Enterprise
User License
210 210.00 1 Year 44,100.00
Tax 0.00
Total Contract Value 44,100.00
Contract Fees Schedule
Payment 1 (End User Accounts): Order Form for total Services Term 44,100.00 Total Contract Value 44,100.00
Billing Information
Company Name: City of Alameda
Billing Street: 2263 Santa Clara Ave
Billing City: Alameda
Billing State / Province: CA
Billing Zip / Postal Code: 94501
Billing Country: United States
AP Contact (email): [email protected]
Product Descriptions
Item Description
Dropbox Enterprise User License
See www.dropbox.com/business/plans-comparison for description Order Form Terms
Purchasing Dropbox Services: if Customer has executed an agreement with Dropbox for the provision of Dropbox services listed on this Order Form (“Existing Dropbox Agreement”), then the Existing Dropbox Agreement applies to Dropbox services purchased under this Order Form. If Customer does not have an Existing Dropbox Agreement with Dropbox, then by signing the Order Form, Customer acknowledges it has read, understood, and agrees to the Dropbox Business agreement at: https://www.dropbox.com/terms#business_agreement, which is incorporated into this Order Form by this reference for the Dropbox services purchased under this Order Form.
Invoices: Dropbox will invoice Customer, pursuant to the Payment Schedule above, via email sent from [email protected] to Customer provided AP contact [email protected] after Customer signs this Order Form. The Order Term and End User Account invoicing dates are subject to change based on the actual Provisioning Date of your End User Accounts.
Order Form Expiration and Rejection: Dropbox may reject this Order Form if the Order Form execution date is past the Offer Valid Through This is a non-cancelable and non-refundable purchase. By signing below, I represent both that I am an authorized signatory, and that I accept and agree to the terms of this Order Form.
City of Alameda
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Signature
[ t e x t | r e q | s i g n e r 1 ]
Name
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Title
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Date
date by notifying the Customer in writing within twenty-four hours of the date the Order Form was executed. If Dropbox does not notify Customer to this effect within twenty-four hours, this Order Form will be deemed accepted.
Purchase Orders: If Customer requires the use of a purchase order or purchase order number, Customer: (a) must provide the purchase order number at the time of purchase; and (b) agrees that any terms and conditions on a Customer purchase order will not apply to the Agreement and are null and void.
True Up Addendum
The purpose of this True Up Addendum is to provide Customer a flexible model for purchasing additional Dropbox Business Licenses. If this True Up Addendum is attached to an Order Form, then Customer may deploy the Available Licenses under the terms of this True Up Addendum, the Agreement, and the Order Form.
1. Generally.
1.1. Background. Customer will purchase the Base Licenses when Customer executes the Order Form. 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.
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 and issue an invoice for the number of True Up Licenses at the end of the applicable True Up Period as described below in Section 2.
1.3. Limit. Customer’s total Purchased Licenses may not exceed the number of Available Licenses listed below in Section
4. If Customer would like to increase the number of Available Licenses, the parties will execute an amendment to the Order Form.
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. Dropbox 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, Dropbox 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, Dropbox 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. Dropbox will not refund any portion of the Fees, even if all Base Licenses are not in Use by Customer’s End Users.
4. True Up Schedule.
True Up Period Available Licenses
Every 6 months 400
5. Invoicing.
5.1. Invoices. Dropbox will invoice Customer on the same terms specified on the Order Form. Customer will pay all Dropbox invoices in accordance with the Agreement, and is responsible for paying applicable taxes and any other costs as noted on the Order Form.
5.2. Records. Dropbox’s internal records regarding Usage, and the resulting billing, will always be the controlling source of information.
6. 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.
7. Definitions.
Annualized License Price means the per-unit amount indicated in the column Annualized License Price of the Order Form.
Available Licenses means the number of licenses indicated in Section 4 of this addendum. 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.
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.
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.
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 Section 4 (True Up Schedule), 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.