Storage Sharing Terms and Conditions

Effective Date: January 30, 2019

Background

Storj has developed the open source Software (defined below) to create and monetize an exabyte-scale distributed and decentralized cloud storage network. In order for this project to succeed, participants of all peer classes defined in the Company White Paper must operate within a clearly established framework of rules. This document establishes the terms and conditions for such storage node operators.

In particular, the Agreement below provides the terms pursuant to which storage node operators may use the Software to share space with Storj and realize an economic benefit from doing so. The Software may be used to share space with others besides Storj subject to the open source license, but any such use is outside the scope of this Agreement, and Storj has no obligations or responsibilities in connection with any such use.


STORJ LABS, INC. ("STORJ," “COMPANY,” “WE,” OR “US”) AGREES TO ALLOW YOU, YOUR BUSINESS OR ORGANIZATION (“YOU,” OR THE “ORGANIZATION”)) TO PARTICIPATE IN THE STORAGE SHARING SERVICES ONLY IF (A) YOU REPRESENT AND WARRANT THAT YOU RE 18 YEARS OR OLDER AND HAVE THE AUTHORITY TO LEGALLY BIND YOUR ORGANIZATION AND (B) YOU ACCEPT AND AGREE ON BEHALF OF THE ORGANIZATION TO BE BOUND BY, AND THE ORGANIZATION REMAINS AT ALL TIMES IN COMPLIANCE WITH, THESE TERMS AND CONDITIONS (THIS “AGREEMENT”). YOUR ACCEPTANCE OF THIS AGREEMENT WILL BE DEFINITIVELY EVIDENCED BY ANY ONE OF THE FOLLOWING MEANS: DOWNLOADING THE SOFTWARE, INSTALLING THE SOFTWARE, RUNNING THE SOFTWARE, AND/OR ANY USE OF THE SOFTWARE TO SHARE SPACE WITH THE STORAGE SERVICES,, AND YOUR ACCEPTANCE SHALL BE EFFECTIVE ON THE EARLIER OF THE DATE ON WHICH YOU DOWNLOAD, ACCESS, COPY, OR INSTALL THE SOFTWARE PROVIDED HEREUNDER (THE “EFFECTIVE DATE”).IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CHECK THE ACCEPTANCE BOX, AND DO NOT DOWNLOAD, ACCESS, COPY, INSTALL OR USE THE SOFTWARE.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 15 BELOW WHICH AFFECT YOUR LEGAL RIGHTS. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND STORJ.


  1. 1. Definitions In addition to the capitalized terms defined elsewhere above and herein, the terms below are defined as follows:

  2. .

      a. “Commencement Date” means the first date on which Storage Materials are stored on a Storage Node pursuant to the terms of this Agreement.

      b. “Device” means independently operated storage device

      c. “NodeID” means a unique code generated when a Storage Node completes a proof of work and required in order for a Device to communicate with the Storage Services

      d. “Space” means storage space made available to Company on a Storage Node

      e. “Storage Materials” means storage space made available to Company on a Storage Node

      f. “Storage Node” means data and materials stored by Users on a distributed network of Devices

      g. “Storage Node Operator” means an individual operating a Storage Node pursuant to the terms of this Agreement.

      h. “Storage Services” means the online storage sharing services provided to Users via a distributed network (“Network”) of Storage Nodes by Company

      i. “User” means an entity or individual that uploads and stores Storage Materials to the network of Storage Nodes via the Storage Services

  3. 2. Open Source Software License. The Software consists of open source code and is made available to you pursuant to the terms of the open-source license agreement(s) located at https://github.com/storj/storj/blob/master/LICENSE (the “Open Source License(s)”). Your use of the Software is conditioned upon your compliance at all times with the terms of the Open Source License(s), including without limitation any provisions governing access to source code, modification, and/or reverse engineering. You will be solely responsible for complying with any applicable documentation made available with the Software (“Documentation”) and for satisfying all technical requirements of the Software, including any requirements set forth in the Documentation, for ensuring that the Software performs properly.
  4. 3. Storage Node Operator Authorization, Representation and Warranties, Obligations.
    • a. Authorization. By making available Space on your Device to share with Company via the Software, you hereby irrevocably authorize:
      • i. Company and Users to store Storage Materials on your Device in accordance with any parameters you set via the Software installed on such Device; and
      • ii. Company and Users to access such Storage Materials from your Device at any time, in accordance with parameters you set in the Software.

    • b. Responsibilities At all times during the Term of this Agreement:
      • i. You will comply with the terms of this Agreement and the terms of all other agreements to which you are a party in connection with your performance under this Agreement, including without limitation any agreement you have with a third-party Internet service provider.

        ii. You will operate the Storage Node in strict compliance with terms of this Agreement and will not take any action not expressly authorized hereunder.

        iii. You will comply with the Storj Labs Terms of Use located at https://storj.io/terms-of-use.html

        iv. You acknowledge and agree to, and will at all times comply with, the Storage Node Information Policy located at: https://storj.io/storj-share-information

        v. You will not modify or attempt to modify the Software for any purpose including but not limited to attempting to circumvent the audit, bypass security, manipulate the performance of, or otherwise disrupt the Storage Services to increase the amount of data stored or bandwidth utilized, to increase the amount of Compensation, or otherwise interfere with the operation of the Storage Services.

        vi. The Storage Node will:

        1. meet all performance requirements referred to in this Agreement, as well as any performance requirements set forth in the Documentation or other instructions;
        2. be connected to the Internet to enable Company and its users to store and access the Storage Materials with at least 99.3% availability per month; and
        3. be run with sufficient bandwidth so as not to create network congestion or any other form of Internet connectivity degradation.

        vii. You acknowledge and agree that by running the Software on your Device and allowing Space to be utilized by Company and/or Users, your Device may be impacted due to additional constraints being placed on it by the Software and the processing of Storage Materials. In particular, but without limiting the generality of the foregoing, your Device may not operate as quickly as it would without running the Software and making Space available for others to utilize.

        viii. In connection with your use of the Software and/or operation of a Storage Node hereunder, Company may provide notice of and may, from time to time, require you to affirm and/or re-affirm your agreement to this Agreement; your continued use of the Software is contingent upon your promptly providing such affirmation as requested by Company.

    • c. Representations and Warranties You hereby represent, warrant, and covenant that:
      • i. You own or control your Device(s), and have the right to install the Software, and share Space on your Device(s) pursuant to this Agreement.
      • ii. You are not a Sanctioned Person, as defined below.
      • iii. You are and will at all times remain in compliance with all applicable federal, state, local, international, and other laws, rules, ordinances, and regulations in connection with your performance hereunder, including without limitation the Foreign Corrupt Practices Act and other anti-corruption laws and regulations, economic sanctions, and export controls administered by the U.S. Department of the Treasury and the U.S. Department of Commerce and other governments and governmental entities. Without limiting the foregoing, you shall ensure that neither the Storage Materials nor any part or derivation thereof will be (a) provided to or the subject of any transaction or dealing, directly or indirectly, with or related to an Embargoed Jurisdiction or Sanctioned Person; (b) exported or reexported, directly or indirectly, in violation of any applicable laws or regulations, or © used for any prohibited purpose. For purposes of this Agreement, the term “Embargoed Jurisdiction” means a country, region, territory or government with respect to which the U.S. or other applicable government imposes a trade or investment embargo, and the term “Sanctioned Person” means any legal entity or individual with respect to which or whom U.S. citizens are generally forbidden to transact under economic sanctions including, without limitation, a person on the List of Specially Designated Nationals and Blocked Persons.
    • d. Restrictions You will not operate the Storage Node except as expressly authorized hereunder. Without limiting the generality of the foregoing, you will not:
      • i. With respect to the Storage Materials (i) reverse engineer any aspect of the Storage Materials or do anything that might discover the contents or origin of the Storage Materials,(ii) attempt to bypass or circumvent measures employed to prevent or limit access to the Storage Materials, including by attempting to defeat any encryption, or (iii) attempt to interfere with the storage or transmission of Storage Materials or with our audits of your Device.
      • ii. Operate more than one Storage Node with different Payment Addresses on different Storage Nodes
      • iii. Operate more than one (1) Storage Nodes behind the same IP address
      • iv. Operate a Storage Node that does not meet the following minimum requirements:
        1. A maximum of one (1) hard drive dedicated to each Storage Node
        2. A minimum of 250 GB of available Space per Storage Node
        3. 0.5 TB of Bandwidth available per month
        4. 5 Mbps bandwidth upstream
        5. 25 Mbps bandwidth downstream
        6. Online and operational 99.3% of the time per month independent from any downtime caused by the Company
      • v. Disconnect a Storage Node or otherwise render it “offline” for any reason other than required maintenance or software updates;
      • vi. Manipulate or otherwise attempt to bypass, change or update values related to uptime detection outside the programmatic operation of the Software;
      • vii. Limit or otherwise negatively impact download speed such that insufficient bandwidth is available for the required audit traffic;
      • viii. Delete or otherwise render Storage Materials unavailable for recovery independent of the programmatic functionality of the Software following the expiration given by a TTL;
      • ix. Manipulate or alter the TTL of Storage Materials or alter the reported size of any Storage Materials;
      • x. Refuse or intentionally fail to deliver any Storage Materials in response to a valid request;
      • xi. Manipulate or alter the default behavior of the network to artificially increase or decrease the value of any reputation factor of any Storage Node;
      • xii. Manipulate network responses to any request with intent to change the cryptographic signatures, NodeID or Payment Address;
      • xiii. Manipulate or otherwise falsify bandwidth allocation messages;
      • xiv. Attempt to manipulate or falsify NodeID or otherwise bypass the proof of work process;
      • xv. Retain any Storage Materials after the earlier of termination of this Agreement or Disqualification of the applicable Storage node at any time;
      • xvi. In any other way attempt to interfere with the Storage Services or the operation of any other Storage Node(s).
    • 4. Audit Rights
      • a. You authorize the Storage Services and/or the Company to periodically audit the performance of your Device to ensure that you are in compliance with this Agreement and to ensure that the Storage Materials are being stored properly on your Device. You will not interfere with or disrupt any such audit.
      • b. If your Storage Node fails to respond to an Audit from the Storage Services, the Storage Services will place your Storage Node in containment mode (“Containment Mode”) including:
        • i. The Storage Services will retry the same audit request periodically until your Storage Node responds successfully to the audit request, at which time your storage node will be removed from Containment Mode;
        • ii. If your device is removed from Containment Mode after having been placed in Containment Mode, your Storage Node will resume normal operation and you will not be subject to further penalty;
        • iii. As long as your Storage Node is in containment mode, you will not be eligible to receive any additional Storage Materials to be stored on the Space on your Device, or eligible to receive any Compensation that may be due for services rendered prior to the time your Storage Node was placed in Containment Mode; and
        • iv. If your Storage Node remains in Containment Mode for 7 days, your Storage Node will be subject to Disqualification as defined below.
    • 5. Compensation
      • a. Subject to the terms of this Agreement, Company will pay you based upon the amount of Space and bandwidth utilized by Company and users of its Storage Services via the Software (“Storage Fees”). We will pay the Storage Fees in the Company’s proprietary virtual currency, called Storj’s Utility Token (STORJ). The amount will be calculated based on the current exchange rate shortly before the time the payout is initiated as listed on https://coinmarketcap.com/ or such other service as Company may use from time to time. The determination of the timing and value of the exchange rate is made at Company’s sole discretion and any such determination is final and binding.
      • b. Compensation will only be paid for the following resources utilized by Company via the Storage Services:
        • i. Storage of Storage Materials on Space - Company will pay Storage Nodes for the actual use of Space by the Storage Services.
        • ii. Egress related to Uplink Clients - - Company will pay Storage Nodes for the actual use of egress bandwidth when Storage Materials are downloaded from the Space by applications registered with Company via the Storage Services to store and retrieve Storage Materials (“Uplink Clients”).
        • iii. Egress related to file repair - Company will pay Storage Nodes for the actual use of egress bandwidth when Storage Materials are downloaded from the Space by Company via the Storage Services to retrieve Storage Materials for the purpose of file.
        • iv. Audit Bandwidth - - Company will pay Storage Nodes for the actual use of egress bandwidth when Storage Materials are downloaded from the Space by Company via the Storage Services to perform audits of the data held by Storage Nodes/
      • c. Compensation will not be paid for the following resources utilized by Company via the Storage Services:
        • i. Storage of Garbage Data - Company will not pay for data that was stored on a Storage Node but was not removed by the Storage Node following deletion of the data by an Uplink Client (“Garbage Data”).
        • ii. Other Resources - Company will not pay for any other resources not specifically identified in Section 5 of this Agreement.
      • d. You represent and warrant that you are authorized to receive the Storage Fees via the Software as set forth herein (“Payment Method”). If your Payment Method cannot be verified, is invalid, or is not otherwise acceptable, your right to receive payment of the Storage Fees may be suspended automatically and indefinitely.
      • e. You must provide a valid ERC20 Compatible Wallet Address (“STORJ Payment Address”) in order to receive compensation in the form of STORJ tokens.
      • f. You will be responsible for payment of all applicable taxes associated with our payment of Storage Fees, including any taxes on gross receipts or income. Upon Company’s request, you will accurately and promptly complete and return to Company any tax forms indicated by Company.
        • i. If you are an individual or entity who the Company is required to collect a Form W-8 from as required by the United States Internal Revenue Service, you must provide the information required by Form W-8 prior to the receipt of any Compensation.
      • g. Company reserves the right to modify the terms of this Section 5 Compensation at any time, including the rate of payments and the components of the Storage Services for which Compensation is paid as mentioned in subsection b above.
      • h. Violation of any of the terms of this Agreement, including without limitation any representations set forth herein shall immediately render any right to receive Compensation null and void.
    • 6. Held Amount. During the first 9 months of Storage Node operation, a percentage of earnings as set forth below will be held by Company and not deemed earned by you unless and until you have met the conditions below with respect to the particular Storage Node (“Held Amount”).
      • a. The Held Amount is established as follows, commencing on the Commencement Date:
        • i. Months 1-3: 75% of the Compensation accrued during that period is held, 25% is paid to the Storage Node Operator
        • ii. Months 4-6: 50% of the Compensation accrued during that period is held, 50% is paid to the Storage Node Operator
        • iii. Months 7-9: 25% of the Compensation accrued during that period is held, 75% is paid to the Storage Node Operator
        • iv. Months 10-15: 100% of the Compensation accrued during that period is paid to the Storage Node Operator
        • v. Months 16+: 100% of the Compensation accrued during that period is paid to the Storage Node Operator
      • b. The Held Amount will be retained by Company in full unless and until the following condition(s) occurs, at which point(s) the applicable portion of the Held Amount will be deemed earned by you:
        • i. Duration Release. If Storage Node Operator continues actively to store Storage Materials on the applicable Storage Node without breach or interruption for fifteen (15) consecutive months (the “!5-Month Period”), Company will pay you fifty percent (50%) of the Held Amount (“Duration Release”).
        • ii. Graceful Exit Release. , after 15 continuous months per (i) above, Storage Node Operator completes a Graceful Exit as defined below, Company will pay you the remaining fifty percent (50%) of the Held Amount (“Graceful Exit Release”).
        • iii. If Storage Node Operator ceases to operate the applicable Storage Node for any reason or in any manner prior to the Duration Release date, you will immediately forfeit 100% of the Held Amount which shall be retained permanently by Company. If Storage Node Operator earns 50% of the Held Amount under a Duration Release but fails thereafter to achieve a Graceful Exit Release, you will immediately forfeit the remainder of the Held Amount which shall be retained permanently by Company.
      • c. Graceful Exit. For purposes of this Agreement, the term “Graceful Exit” means your permanent cessation of operation of your Storage Node by implementing the Software function by which Storage Materials stored on the Storage Node are uploaded to the Storage Services prior to the time at which the Storage Node is permanently disconnected from the Network.
      • d. Disqualification If you or your Storage Node violates any term of this Agreement, including without limitation any of the representations or warranties set forth herein or the Storage Node remains in Containment Mode for more than 7 days per Section 4 (Audit) above, your Storage Node may, in the Company’s sole and absolute discretion, be subject to Disqualification. For purposes hereof, the term “Disqualification” means the applicable Storage Node is permanently banned from communicating with the Storage Services, is entitled to no future payment of Compensation, and immediately forfeits any Held Amount held by the Storage Services. Following Disqualification, a Device must reinstall the Software and create a new Storage Node with a new NodeID in order to continue operating on the Network.
    • 7. Term;Termination.
      • a. Term. This Agreement shall be effective as of Commencement Date and will continue until terminated per the terms below.
      • b. Termination Either party may terminate this Agreement immediately without notice to the other party.
      • a. Effect of Termination. If Company terminates this agreement for your breach of this Agreement, Company will have no obligation to pay any unpaid Compensation. If Company terminates for any other reason, Company will pay to the Payment Method any unpaid Compensation accrued by you prior to the effective date of such termination less all or any portion of the Held Amount permanently retained by Company pursuant to Section 6 above.
    • 8. Feedback You may submit questions, comments, suggestions, ideas, original or creative materials or other information about Company or the Storage Services to us (collectively, “Feedback”). Feedback does not include Storage Materials. We reserve the right to use Feedback for any purpose without compensation to you. Do not send us Feedback if you expect to be paid or want to continue to own or claim rights to them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes.
    • 9. indemnification.
      • a. To the fullest extent permitted by applicable law, you will defend, indemnify and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, damages, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your use of the Software; (ii) your sharing or rental of Space; (iii) any Feedback you provide; or (iv) your breach of any of this Agreement.
      • b. Company reserves the right to exercise sole control over the defense of any claim subject to indemnification under Section 13.1, at your expense. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
    • 10. DISCLAIMERS; LIMIT OF LIABILITY THE SOFTWARE, INCLUDING WITHOUT LIMITATION THIRD-PARTY CODE, THE STORAGE SERVICES, AND THE STORAGE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SOFTWARE, STORAGE SERVICES, OR STORAGE MATERIALS WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, VIRUS FREE, OR FREE OF OTHER HARMFUL COMPONENTS OR THAT DEFECTS WILL BE CORRECTED. COMPANY DOES NOT CONTROL, ENDORSE, SPONSOR, OR ADOPT ANY STORAGE MATERIALS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE STORAGE MATERIALS. COMPANY HAS NO OBLIGATION TO SCREEN, MONITOR, OR EDIT STORAGE MATERIALS AND IS NOT RESPONSIBLE OR LIABLE FOR ANY STORAGE MATERIALS. YOU ACKNOLWEDGE AND AGREE THAT COMPANY HAS NO INDEMNITY, SUPPORT, SERVICE LEVEL, OR OTHER OBLIGATIONS HEREUNDER. COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUE, DATA, OR DATA USE, OR DAMAGE TO BUSINESS) HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN PREVIOUSLY ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE, AND IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED US $25.
    • 11. Dispute Resolution; Arbitration. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
      • a. Binding Arbitration Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (a) waive your and Company’s respective rights to have any and all Disputes arising from or related to this Agreement resolved in a court, and (b) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
      • b. No Class Arbitrations, Class Actions or Representative Actions Any Dispute arising out of or related to this Agreement is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
      • c. Federal Arbitration Act This Agreement affect interstate commerce and that the enforceability of this Section 15 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
      • d. Notice; Informal Dispute Resolution Each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Company will be sent by e-mail to Company at hello@storj.io. Notice to you will be by email to any email address you have provided to us. Your notice must include (a) your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the Dispute, and © the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Company may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15.1, file a claim in court.
      • e. Process Any arbitration will occur in New Castle County, Delaware, USA. Arbitration will be conducted confidentially by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”) located at https://www.jamsadr.com/rules-streamlined-arbitration/ (the “JAMS Rules”). The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. By agreeing to be bound by this Agreement, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
      • f. Authority of Arbitrator As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
    • 12. Governing Law and Venue. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware, USA, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties arising out of or relating to this Agreement that is not subject to arbitration will be resolved in the state or federal courts of the State of Georgia in the United States, respectively, sitting in Fulton County, Georgia.
    • 13. General.
      • a. Entire Agreement; Severability; Waiver This Agreement sets forth the complete and final agreement of the parties concerning the subject matter hereof, and supersedes, replaces all prior agreements, written and oral, between them concerning the subject matter hereof. If a term of this Agreement to be invalid or unenforceable, the remaining provisions will continue in full force and effect. A party’s consent to, or waiver of, enforcement of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
      • b. Amendment We reserve the right to change this Agreement from time to time in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by posting the revised Storage Sharing Terms to the Software and updating the “Last Updated” date at the top of this Agreement. Your continued sharing of Space with Company after such notification has been posted will confirm your acceptance of the revised Storage Sharing Terms. If you do not agree to the modified Storage Sharing Terms, you must stop immediately interacting with the Storage Services via the Software.
      • c. Independent Contractors The parties are independent contractors. No agency, partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Neither party has the power or authority to create or assume any obligation, or make any representations or warranties, on behalf of the other party.
      • d. Notices Notices to Company must be in writing delivered by nationally-recognized overnight courier service to Storj Labs Inc., 3423 Piedmont Road NE, Suite 475, Atlanta, Georgia, 30305, United States attention Legal Department.
      • e. Survival The following sections will survive the expiration or termination of this Agreement: all defined terms and Sections 1, 2, 3(d), 4, 7©, 8, 9, 10, 11, 12 and 13.
      • f. Miscellaneous This Agreement constitutes the entire agreement between you and Company relating to the subject matter of this agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control. Except as otherwise provided herein, this Agreement are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.