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22 FEBRUARY 2014

Effective March 24, a number of changes to Dropbox's standard terms will go into effect.  In order to introduce these new terms, Dropbox General Counsel Ramsey Homsany posted an entry on the company's official blog.  The new terms are available here.

Mr. Homsany's blog post probably does the new terms a disservice. While motivated by good intentions, the introduction of these changes comes across as more ominous than the changes warrant. Dropbox would have been far better served by posting a simple 'diff' view or redline of the new and old terms. I created a quick diff here, and the implications of the new terms are immediately evident: much of the 'legalese' is trimmed in favor of more plain English, colloquial tone. 

A few highlights from the diff:

  1. The "Your Stuff" section is greatly simplified. Consider the implications of Dropbox's removal of the following: "To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we won’t share your content with others, including law enforcement, for any purpose unless you direct us to. How we collect and use your information generally is also explained in our Privacy Policy."  Instead, we're now left with: "You give us permission to [access, scan and store Your Stuff], and this permission extends to trusted third parties we work with." Mr. Homsany's blog post does not address this change, nor does it address NSA/FISA and other law enforcement or mandatory access at all.  This is extremely poor messaging on Dropbox's part, and doesn't go unnoticed—even in the comments under Mr. Homsany's blog post.
  2. The only significant new language in the new terms addresses dispute resolution. Users are now required to submit to AAA arbitration under California laws, unless users opt out at: https://www.dropbox.com/arbitration_optout
  3. The old terms were more severe in terms of venue, but did not require arbitration: "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, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE."
In our practice, we never allow any client materials into Dropbox. I personally dislike the Dropbox client applications, especially the iOS version. There was a time when Dropbox was the only serious option for sync, but those days are long gone. Alternatives that offer more privacy and security than Dropbox are now readily available. We use the excellent and affordable product, Filosync, to manage sync for sensitive files.

The new changes to Dropbox's terms of use only erode my confidence in them further. The awkward blog messaging was only a clue that something was rotten in the new terms; I might not have otherwise been prompted to look deeper. At the end of the day, loosening the restrictions on sharing your data in order to facilitate government snooping, and pushing users into opt-out arbitration are anti-consumer shifts. Dropbox handled these changes so poorly that I'll now make the time to move my personal sync out of Dropbox and onto a private sync service that respects privacy and consumer rights.

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