Terms of service.

Last Updated August 20, 2024

THESE STORJ TERMS OF SERVICE (THE “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU OR THE ENTITY YOU REPRESENT (“CUSTOMER” or “PARTNER” or “YOU” OR “YOUR”) AND STORJ LABS INTERNATIONAL, SEZC, INCLUDING ITS PARENT, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSEES, AND EMPLOYEES (“COMPANY,” AS DEFINED BELOW, “US,” “WE” OR “OUR”) GOVERNING THE TERMS OF YOUR USE OF THE STORAGE SERVICES AS DEFINED HEREIN. THIS AGREEMENT HEREBY INCORPORATES BY REFERENCE THE FOLLOWING AGREEMENTS: PRIVACY POLICY, TERMS OF USE, CODE OF CONDUCT, AND NODE OPERATOR TERMS AND CONDITIONS. BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY CLICKING TO SIGNIFY ACCEPTANCE, BY SETTING UP A CUSTOMER ACCOUNT, OR BY USING THE STORAGE SERVICES, YOU AGREE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON CUSTOMER’S BEHALF.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS PROVISION THAT REQUIRES THE USE OF INDIVIDUAL ARBITRATION TO RESOLVE DISPUTES AS SET FORTH BELOW.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE STORAGE SERVICES.

‍IMPORTANT: THERE IS NO GUARANTEE THAT ANY MATERIALS STORED VIA THE STORAGE  SERVICES WILL BE AVAILABLE ON DEMAND OR RETRIEVABLE AT ANY TIME.  YOU ARE RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF ALL STORAGE MATERIALS AT ALL TIMES. STORJ IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO STORAGE MATERIALS.

1. Definitions. For purposes of this Agreement, the following terms have the meanings set forth below. Words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa. The definitions of words in the singular herein shall apply to such words when used in the plural where the context so permits and vice versa.

a. “Bandwidth” means upload and download network service for transfer of Storage Materials as defined below between the storage node and the online storage sharing services provided by Company to Customers via the Storage Network, as defined herein.

b. “Business Day” means a working day, Monday through Friday, excluding weekends and any U.S. federal holidays.

c. “Custom Development” means custom software or products designed to interact with the Storage Services or Storage Nodes developed:

d. “Customer” means one who buys Storage Services from Company, even if that person or entity is using a coupon, discount, or other promotional code or offer that results in non-payment or reduced payment.e. “Customer Agreement” means an agreement between Company and Customer related to use of the Storage Services.f. “Customer Application” means any web, mobile, or other application developed by Customer using the Storage Services or Storage Nodes, including any source code written by Customer.
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g. “Customer Cause” means any of the following causes of an Error, as defined herein:

h. “Customer Systems” means Customer’s information technology infrastructure, including Customer’s computers, software, databases, electronic systems (including database management systems), and networks.

i. “Device” means an independently operated computer or other electronic data storage device meeting all of the technical and other requirements set forth in this Agreement.

j. “Documentation” means information that describes the Storage Services, provides instructions or recommendations related to the configuration and/or use of the Storage Services, or otherwise informs Customer of the intended use of the Storage Services, including, but not limited to content provided directly to Customer or published at https://documentation.storj.io, or otherwise made available in conjunction with the Storage Services.

k. “Edge Services” means the service provided by Company to Customer via the Storage Network for the transfer of Storage Materials, as defined below, between a Customer Application, a distributed network of Storage Nodes, and one or more Satellites operated by Company or third parties that independently operate Open Source Software to facilitate storage and retrieval of the Storage Materials that provide S3 compatibility and publicly-available data sharing services, including the use of server-side encryption. The three subcomponents comprising the edge services are:

l. “End Users” or “Customer’s End Users” means the End Users of Custom Development, Customer Systems, Third-party Products, or Customer Applications. Customer is solely responsible for all matters relating to Customer’s End Users including, without limitation, registration, billing, collections, and support. Customer acknowledges and agrees that:

m. “Error” means, with respect to any Storage Services or Storage Nodes, any reproducible failure of the Storage Services or Storage Nodes to operate in all material respects in accordance with the then-current Documentation, including any problem, failure, or error referred to in the Severity Level Table.

n. “Force Majeure Event” means any unavailability caused by circumstances beyond Company’s reasonable control including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Company employees), computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within Company’s possession or reasonable control, and denial of service attacks.

o. “Major Release” means a new release of the Software as indicated by a change to the number to the left of the decimal point in the version number, for example, Version 2.1 upgraded to Version 3.0. Major Releases specifically exclude the following:

p. “NodeID” means a unique code generated when a Storage Node completes a proof of work as required during the setup and configuration of the Storage Node Software (as defined below) in order for a Device to communicate with the Storage Services.

q. “Node Operator” means an individual or entity operating one or more Storage Nodes pursuant to the terms of this Agreement.

r. “Node Operator Services” means Storage Node Operator’s sharing of Space and Bandwidth on a Storage Node as part of the Storage Network in accordance with the terms of this Agreement.

s. “Open Source Software” means any open source software made available by Company pursuant to the terms of the open source license associated therewith.

t. “Out-of-scope Services” means any of the following:

u. “Partner” means anyone who buys Storage Services from Company for the purpose of reselling the Storage Services to third parties or referring third parties to use the Storage Services, even if that person or entity is using a coupon, discount, or other promotional code or offer that results in non-payment or reduced payment.

v. “Representative” means any employee, contractor, or agent or affiliate of Customer, or any employee, contractor, or agent or affiliate of a partner of Customer.

w. “Resolution Target” has the meaning set forth in the Severity Level Table.

x. “Resolve” and the correlative terms, “Resolved,” “Resolving,” and “Resolution” each have the meaning set forth in Section 8.

y. “Response Time” has the meaning set forth in the Severity Level Table.

z. “Satellite” means an application operated by Company or a third party that allows Customer Applications to register accounts, access application credentials, add payment methods, process billing and payment, facilitate storage and retrieval of Storage Materials on Storage Nodes, manage file repair, manage Storage Node reputation, and process payments. Company is responsible for providing support only for Satellites hosted and operated by Company.

aa. “Severity Levels” means the defined Error severity levels and corresponding required service level responses, Response Times, Resolutions, and Resolution Targets referred to in the Severity Level Table.
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bb. “Space” means the shared online object storage capacity provided to Customer via a distributed network (“Storage Network”) of Storage Nodes by Company.

cc. “Storage Materials” means data and other materials stored by Customers on the Storage Services.

dd. “Storage Node” means a third-party device that operates Open Source Software and is part of the distributed network comprising the Storage Services.

ee. “Storage Node Software” means the Storage Node Software which, when installed on a Device, enables such Device to participate in the Storage Network.

ff. “Storage Services” means the service provided by Company to Customer via the Storage Network for the transfer of Storage Materials, as defined below, between the Uplink or Edge Services, a distributed network of Storage Nodes, and one or more Satellites operated by Company or third parties that independently operate Open Source Software to facilitate storage of the Storage Materials.

gg. “Support Hours” means

hh. “Support Period” means the term during which Company provides the Support Services to Customer as set forth in any Order between Company and Customer or as specified in a Customer Agreement.

ii. “Support Request” has the meaning set forth in Section 8.

jj. “Support Services” means Company’s support of the Storage Services or Storage Nodes, but excluding any Out-of-scope Services.

kk. “Support Tiers.” Support responsibilities for Customer and/ or Customer’s End Users are divided into three tiers of ownership:

* If a Customer or Partner has developed a Customer Application that incorporates Storage Nodes, Uplink, Edge Services, or the Open Source Software into the Customer Application, and the support issue is raised by an End User of that Customer Application, the Customer or Partner, respectively, is responsible for Tier 1 support of incidents involving Customer’s End Users of the Customer Application.

ll. “Supported Software Versions” means the current generally available Major Release of the Software or any other Major Release that was made generally available and is backwards compatible with the Storage Services or Storage Nodes. Supported Software Versions specifically exclude Technical Preview, Alpha, Beta Service Releases.

mm. “Technical Contact” has the meaning set forth in Section 8.

nn. “Third-party Products” means all third-party software, computer hardware, network hardware, electrical, telephone, wiring, and all related accessories, components, parts, and devices.

oo. “Uplink” means a set of software components for the transfer of Storage Materials on the Storj Platform for use by Customer or Partner to create Customer Applications, which components include the Libuplink asynchronous, multi-platform, client library; the S3-Compatible Gateway; the Linkshare Service; and, the Command Line Interface.

pp. “Uptime Availability” means that the Storage Services will be available and online in accordance with the service level agreement (“SLA”) defined herein.

(a) Registration. This Agreement shall be effective on the date the Customer first registers for an Account, as defined herein, for access to the Storage Services (the “Effective Date”). Company may update the content, functionality, and user interface of the Storage Services from time to time, in its sole discretion. In order to use the Storage Services you will need to register for an account (“Account”). To access some features of the Services or Customer Support, you are required to add a Payment Method for your Account. In connection with your registration of any Account, you must (i) provide accurate, current, and complete Account information, (ii) maintain and promptly update your Account information as necessary, including providing a valid email address, (iii) maintain the security of your Account, including by not using the same password for the Storage Services that you use for third-party products or services, (iv) not disclose your password, API keys, or encryption keys to any third party, and, (v) immediately notify us if you discover or otherwise suspect any unauthorized activities in connection with your Account or the Storage Services. You acknowledge and agree that, in addition to other circumstances, if you lose your encryption keys, you will not be able to recover any Storage Materials. Customer acknowledges that it retains administrative control over to whom it grants access to Storage Materials maintained in the Storage Services.

(b) Access Rights. Customer has a non-exclusive, non-sublicenseable, non-transferable (except as specifically permitted in this Agreement) right to use the Storage Services pursuant to the terms of this Agreement during the applicable Term as defined below.

(c) Usage Restrictions. You represent and warrant to us that your Storage Materials and use of the Storage Services will not involve: (a) reverse engineering, copying, modifying, adapting, hacking the Storage Services, or otherwise attempting to gain unauthorized access to the Storage Services or related systems or networks; (b) without authorization, accessing the Storage Services, the Documentation, or Company’s Confidential Information to build a competitive product or Storage Services; (c) altering or removing, or permitting any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Storage Services; (d) accessing or using the Storage Services: (i) to store infringing, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to store material knowingly or intentionally containing software viruses, worms, Trojan horses, or other harmful computer code, files, or scripts; or, (iv) in a manner that interferes with or disrupts the integrity or performance of the Storage Services or Storage Materials of any other user of the Storage Services; or, (e) registering for more than one Account per Satellite.

(d) Sensitive/Personal Information. You agree that, without entering into a separate agreement with the Company, you shall not use the Storage Services to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and/or any other data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government-issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

(e) Derived Data. Except for software subject to the Open Source License, and except for any rights expressly granted under this Agreement, Company and its licensors own and shall retain all right, title, and interest in and to the Storage Services (including any improvements, enhancements, customizations, and modifications thereto), the Documentation, Company Confidential Information, and the Derived Data, including, without limitation, all related intellectual property rights therein. For purposes hereof, the term “Derived Data” means data derived from operation of the Uplink and of the Storage Services via the Uplink, and any data that is aggregated by Company (including aggregations with data sourced from other Customers and other third-party data sources), and data and information regarding Customers’ access to and participation in the Storage Services, including, without limitation, statistical usage data derived from the use of the Storage Services and configurations, log data, and the performance results related thereto. For the avoidance of doubt, nothing herein shall be construed as prohibiting Company from utilizing Derived Data to optimize and improve the Storage Services or otherwise operate Company’s business; provided that if Company provides Derived Data to third parties, such Derived Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer to any third party. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

(f) Right to Suspend or Terminate. With or without notice, Company immediately may suspend or terminate the Account of any Customer or Customer’s End User who: (a) violates this Agreement; (b) uses the Storage Services in a manner that Company reasonably believes may cause a security risk, a disruption to others’ use of the Storage Services, or liability for Company; or, (c) is the subject of one or more reports of violation of the Usage Restrictions. Upon suspension, Company reserves the right to restrict access to the Storage Services on Customer’s Account indefinitely and until such time as Company determines in its sole discretion whether to restore or terminate the suspended account. No notice is required for Company to take any of the actions described in this Section 2(f).

(a) Fees. You will pay the Fees and any other amounts due as you are notified via the Storage Services of the Fees applicable to use of the Storage Platform ("Fees"). All Fees are exclusive of any applicable taxes, which are your sole responsibility. We will provide notice at least thirty (30) days in advance of any increase to the Fees. For more on how Fees typically are calculated, please see the documentation for details.The Fees are as follows:

(b) Payment. Except where otherwise indicated via the Storage Services or this Agreement, we will charge all Fees to a payment method designated by you from the available options you have via the Storage Services (the “Payment Method”).  You represent and warrant that you are authorized to use the Payment Method and authorize us to charge all amounts due hereunder to the Payment Method.  If your Payment Method cannot be verified, is invalid, or is not otherwise acceptable, your right to use the Storage Services may be suspended and/or terminated without notice.  Fees will be charged on a monthly basis based on your prior month’s usage or such other periodic basis as Company may determine in its sole discretion. You can avoid incurring future Fees at any time by discontinuing your use of the Storage Services.

(c) Late Fees. Except as prohibited by law, we may assess a late charge if you do not pay Fees when due, which you will pay at the lesser of 1.5% of the unpaid amount per month or the maximum rate permitted by law along with our costs of collection including but not limited to reasonable attorneys' fees and other legal fees and costs. In addition, we may suspend and/or terminate your access to the Storage Services immediately without notice if you fail to pay Late Fees or Fees on time.

(d) Promotional Credits. From time to time, Company or an authorized third party may make available certain credits against future charges for promotional purposes  (“Promotional Credits”).  Promotional Credits are valid for the period specified (the “Usage Period”).  Promotional Credits that have not been used by the end of the Usage Period will expire.  All Promotional Credits are subject to the following terms, in addition to any terms provided in connection with the Promotional Credits:

(a) License. You grant Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and fully sublicensable right to reproduce, modify, distribute, and export the Storage Materials solely as necessary to meet our obligations hereunder and to comply with your instructions to store such Storage Materials via the Storage Services. 

(b) Backup. Company does not guarantee the maintenance of any Storage Materials and is not responsible for any loss, misuse, or deletion of Storage Materials or any failure of any Storage Materials to be stored or encrypted. You, solely, are responsible for backing up and maintaining copies of the Storage Materials.

(c) Security. You are responsible for properly configuring and using the Storage Services to store your Storage Materials and for maintaining appropriate security of your Storage Materials. 
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(d) Data Privacy. You, solely, are responsible for ensuring that storage of your Storage Materials via the Storage Services is in compliance with all applicable laws.  We make no representations or warranties regarding the suitability of the Storage Services for the storage of any particular types of data or for your specific usage.  Company makes no representation or warranty that using the Storage Services to store any Storage Materials that include personal data or sensitive data requiring heightened security protections complies with any specific regulations or laws, including without limitation (i) “protected health information,” as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), (ii) “cardholder data,” as defined by the Payment Card Industry Data Security Standard (“PCI DSS”), or (iii) “Sensitive Personal Data” as defined under the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”), and other applicable law.  You must provide all notices to, and obtain any necessary consents from, third parties as required by applicable law in connection with the storage of Storage Materials via the Storage Services.  We reserve the right at any time, without notice, to remove, reject, or delete any Storage Materials that contain unencrypted and/or plain text data, or that otherwise violate this Agreement. 

(a) Term. This Agreement commences on the Effective Date and shall remain in effect per the terms below.
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(b) Termination. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement, (b) where termination may be earlier affected as otherwise stated in this Agreement; or, (c) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days, provided however that Customer may not terminate this Agreement until all of Customer’s Storage Materials are removed from the Storage Services and Customer otherwise has complied with Company’s published process published at https://storj.dev/support/account-management-billing/closing-an-account. Customer may terminate this Agreement or any order form, service order or similar documentation for convenience upon 30 days written notice to Storj.
 
(c) Effect of Suspension or Termination. Upon expiration or termination of this Agreement for any reason, all use of the Storage Services and any other rights granted to Customer under this Agreement shall immediately terminate, and Customer shall immediately cease all use of the Storage Services. Customer acknowledges and agrees that when Customer’s subscription expires, or if Customer’s access to the Storage Services is otherwise suspended or terminated for any reason, Customer no longer will have access to the Storage Materials stored in the Storage Services, and Customer’s Storage Materials may not be recoverable.  As earlier stated, there is no guarantee that any Storage Materials will be available on demand or retrievable at any time. Customer is responsible for maintaining backup copies of all Storage Materials at all times.  Company is not responsible for any loss or damage to any Storage Materials.  If Company terminates or suspends Customer’s access to the Storage Services for reasons other than Customer’s  breach of the Agreement, negligence, or misconduct, Company will make commercially reasonable efforts to provide you an opportunity to retrieve your Storage Materials via the Storage Service. Upon termination of an Account, Company reserves the right to reclaim any Space utilized by Storage Materials stored on the Storage Services associated with that Account, which may include deleting such Storage Materials from the Storage Services, rendering such Storage Materials unrecoverable.

To the extent Customer uses the Storage Services in connection with Out of Scope Services, any acquisition and use by Customer or Customer’s End Users of such Out of Scope Services are solely the responsibility of Customer. Customer acknowledges that providers of such Out of Scope Services may have access to Storage Materials in connection with the interoperation and support of such Out of Scope Services with the Storage Services. To the extent Customer authorizes the access or transmission of Storage Materials through a third party service, Company shall not be responsible for any use, disclosure, modification, or deletion of such Storage Materials or for any act or omission on the part of such third party provider.

Notwithstanding anything herein to the contrary, Company reserves the right to change or update the Storage Services at any time. Such changes will be documented in the Documentation prior to, or within a reasonable amount of time following, such changes. If such changes constitute a Major Release and the Major Release is not backwards compatible with the Supported Software Services, Company will continue to provide Support Services for the incompatible Major Release for a minimum of three (3) months. If Company determines that it will deprecate Support Services for the incompatible Major Release, Company will provide, via email and by publishing in Documentation, a minimum of three (3) months’ notice that the unsupported Major Release will be deprecated. This Paragraph explicitly excludes changes to Promotional Credits, or Pricing.

Company will provide certain support in connection with your use of the Storage Services as stated herein.
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(a) Support Responsibilities. Company shall perform Support Services during the Support Hours throughout the Support Period in accordance with this Agreement.
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(b) Support Service Responsibilities. Company shall:

(c) Errors. This Section applies only to Errors. Response Times and Resolution Targets are set forth in the Severity Level Table below. Response Time will be measured from the time Company receives a Support Request until Company has responded to that Support Request. Resolution Target will be measured from the time Company receives a Support Request until Company has Resolved that Support Request. “Resolve,” “Resolved,” “Resolution,” and correlative capitalized terms mean, with respect to any particular Support Request, that Company has corrected the Error that prompted that Support Request. Company shall endeavor to respond to and Resolve all Support Requests within the following Response Times and Resolution Targets based on Company's designation of the severity of the associated Error:

(d) Time Extensions.  The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Response Times or Resolution Targets.

(e) Uptime Availability. This Section 2.e applies only to the Storage Services and does not pertain to Errors, each of which are subject to the Severity Level Table set forth in Section 2.b. Company will maintain Uptime Availability as specified in the Service Level Agreement, defined herein. In case of Company’s failure to meet the SLA terms, Company will provide Customer with credit(s) as set forth in the SLA. Uptime Availability does not include: (i) downtime that results from a User Cause or a Force Majeure Event or (ii) scheduled downtime, which shall not be more than twelve (12) hours per year. Company shall provide notice at least eight hours in advance of any scheduled downtime.

(f) Remote Services. Company may provide services to Customer remotely, including by means of telephone or over the internet (“Remote Services”), to assist in analyzing and Resolving any Error reported by a Support Request during the Support Period. In the case of any Error relating to Software, and only if requested by Customer and agreed to by Company, Customer may provide Company access to Customer Systems via remote access software (“Remote Access Software”). If Customer makes such request, the parties acknowledge and agree that Company may collect, maintain, process, and use only such information as it reasonably believes is necessary to assist in analyzing and Resolving a Support Request; and use such information solely to provide the Support Services in accordance with the terms and conditions of this Agreement and the Customer Agreement.

Company shall at all times treat any information it collects, maintains, processes, or uses under this Section 8 as Customer’s Confidential Information and shall comply with all Customer security and encryption requirements notified to Company in writing.

(g) Contacting the Company Service Desk.  Customer must contact the Company Service Desk using the following methods:

(h) Personal Information.  Notwithstanding anything to the contrary in this Agreement, Company will not be responsible, accountable, or liable for any of the following that Customer voluntarily transmits or discloses to Company unsolicited:

(i) Support Requests and User Obligations.

(j) Incident Resolution Process.

(k) Supported Releases for Software.  Notwithstanding anything herein to the contrary, Company provides Support Services only for the Supported Software Versions..

(a) Company will use commercially reasonable efforts to meet the following service level commitment:

(b) Our SLA obligations do not extend to any unavailability of the Storage Services that is caused by: (i) any hardware or software that you use in connection with the Storage Services; (ii) misuse of our Storage Services, including use in breach of the Agreement or use other than in accordance with any content or Documentation or other instructions provided by Company; (iii) circumstances or events beyond the reasonable control of Company; (iv) maintenance or scheduled downtime; or, (iv) our suspension or termination of your access to the Storage Services pursuant to the rights we have reserved under the Storj agreements.
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(c) As the sole and exclusive remedy for our breach of the SLA, Company will provide a credit against Fees payable to Company (“Credits”) in the following amounts: (i) if availability during any rolling 30-day period is less than 99.95% but above 99.0%, then we will provide a Credit of 5% of the monthly Fees actually paid during that month; and, (ii) if availability during any calendar month is less than 99.0%, then we will provide a Credit of 10% of the monthly Fees actually paid during that month.

(d) You will only be eligible to receive Credits if you have paid all Fees on time, are not past due on any payments, and notify us of a request for Credits within thirty (30) days of the end of the calendar month in which we have not met our SLA. We will issue Credits solely as an offset against future Fees that are payable by you to Company. You will not be entitled to a refund or other payment from Company in connection with any Credits you accrue. In no event will the total amount of Credits exceed ten percent (10%) of the Fees payable by you for the corresponding month. Technical Preview, Alpha, Beta Service Releases are expressly excluded from this SLA, and are not eligible to receive Credits for any unavailability.

(e) Scheduled Downtime.  Scheduled Downtime will generally occur during the Maintenance Windows. Company will endeavor to provide notice at least eight (8) hours in advance of any scheduled downtime occurring outside of the Maintenance Windows.

(f) Maintenance Windows. Company has an optional weekly maintenance window on Sundays from 2:00 a.m. EST/EDT to 6:00 a.m. EST/EDT during which scheduled maintenance, upgrades, and repairs can occur.

To the extent that Customer or Customer’s End Users provide Company with any suggestions, ideas, enhancement requests, recommendations, or other feedback or information (collectively, “Feedback”), Customer hereby grants to Company a fully paid-up, royalty free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to freely use, disclose, and otherwise exploit such Feedback, including but not limited to incorporation of the Feedback into future versions of the Storage Services without any compensation or other obligation to Customer.

(a) To the fullest extent permitted by applicable law, you agree to defend, hold harmless, and indemnify Company from and against any and all losses, liabilities, claims, or demands, including but not limited to reasonable attorney’s fees, made by any third party due to or arising out of (i) your use of the Storage Services, (ii) the Storage Materials, (iii) your sharing or rental of Space; (iv) any Feedback you provide; or, (v) your breach of any of this Agreement.

(b) Company reserves the right to exercise sole control over the defense and settlement of any claim subject to indemnification hereunder 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. You may not settle and claim without our prior written consent.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE STORAGE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY AND ITS SUBCONTRACTORS AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT WARRANT THAT ACCESS, USE, OR OPERATION OF THE STORAGE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.  COMPANY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.  COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE MAINTENANCE, STORAGE, RETRIEVABILITY, OR CONDITION OF STORAGE MATERIALS.

(a) Consequential Damages. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, RELATED TO LOSS OF REVENUE, INCOME, OR PROFITS, LOSS OF USE OR DATA, DAMAGES FOR BUSINESS INTERRUPTION, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR TO THE ACCESS OR USE OF THE STORAGE SERVICES OR RELATED COMPONENTS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.  THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S  USE OF THE STORAGE  SERVICES, OR OTHERWISE RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED, OTHER THAN TO THE LESSER OF FIFTY U.S. DOLLARS ($50) AND THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE.

(c) Promotional Credit.  IN THE EVENT A VALID PROMOTIONAL CREDIT IS NON-FUNCTIONAL DURING THE REDEMPTION PERIOD, CUSTOMER’S SOLE REMEDY, AND COMPANY’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH PROMOTIONAL CREDIT.

(d) THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

(e) THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

Elements of the Storage Services may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list.  The Storage Services may not be used in any country that is subject to an embargo by the United States, and Customer may not use the Storage Services in violation of any export restriction or embargo or sanctions by the United States or any other applicable jurisdiction.  In addition, Customer must ensure that the Storage Services are not made available for use in jurisdictions or by persons or entities blocked or denied by the United States government or any other applicable jurisdiction. Customer and Customer’s End Users shall not export any product or use the Storage Services to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. 

Except as explicitly set forth herein, Company makes no representations that the Storage Services is appropriate for use in any jurisdictions. Those who access or use the Storage Services from any jurisdictions do so at their own risk and are responsible for compliance with any and all laws or regulations that apply in such jurisdictions. Company may offer services in other jurisdictions that are subject to different terms and conditions. In such instances, the terms and conditions governing those other jurisdictions shall take precedence over any conflicting provisions in this Agreement.

(a)        Governing Law; Arbitration. This Agreement is governed by the laws of the State of Delaware without regard to its conflict of laws provisions.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  You and Storj agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.  This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms of Use or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms of Use.  The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

‍(b)        Initial Dispute Resolution. The parties agree that most disputes can be resolved without resort to litigation.  If you have any dispute with us, you agree that before taking any formal action, you will contact us at legal@storj.io and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account).  Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Storj, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

‍(c)        Binding Arbitration. If the Parties do not reach an agreed-upon solution within a period of thirty (30) days from the time the informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including its formation, performance and breach), the Parties’ relationship with each other and/or your use of the Storage Services shall be resolved solely and exclusively by final and binding arbitration initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof before a single arbitrator.  If the Parties cannot agree upon selection of an arbitrator, then JAMS shall appoint the arbitrator experienced in the enterprise software industry. The place of the arbitration will be Fulton County, Georgia. Notwithstanding the foregoing, either party may enforce judgment upon any arbitration award in any court of competent jurisdiction located in Georgia.  Additionally, the Parties may seek injunctive or other equitable relief to protect its Intellectual Property Rights, Confidential Information, or as otherwise required to prevent irreparable harm, in any court of competent jurisdiction selected by Company. The prevailing party in any action or proceeding hereunder, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

(d)        Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND STORJ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

‍(e)        Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in small claims court in Fulton County, Georgia for disputes or claims within the scope of that court’s jurisdiction.

(f)        Changes to This Section. Storj will provide thirty (30) days’ notice of any changes to this section by posting on the Offerings and Websites. Amendments will become effective thirty (30) days after they are posted on the Offerings and Websites or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Offerings and Websites.

(g)        Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Offerings and Websites.
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(a)        Communications.

1.        To Customer. Customer agrees to receive electronically all communications, agreements, documents, notices, and disclosures that Company provides in connection with the Offerings (“Communications”).  Company may provide Communications in a variety of ways, including by e-mail, text, in-app notifications, or by posting them on the Company website or through the Offerings. Customer agrees that all Communications provided by Company electronically satisfy any legal requirement that such communication(s) be in writing.
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2.        To Company. Notices required or permitted to be given by Customer to Company hereunder shall be in writing and shall be delivered to Company with attention to Storj’s Legal Department, at 1450 W Peachtree St NW, #200 PMB 75268, Atlanta, Georgia, 30309-2955, by certified mail, postage prepaid, return receipt requested or nationally recognized overnight courier service to the attention of Company’s legal department, with a complete copy including any attachment sent via email to legal@storj.io. 

(b)        Publicity. Company may identify Customer as a Customer on its website and in print and other marketing materials using Customer’s name and logo.  

(c)        No Agency. Other than as specified herein, neither party has any authority to create any obligation on behalf of the other.

(d)        Force Majeure. Except for payment obligations, neither Company nor Customer will be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, and denial of service attacks or any Force Majeure Event.  The party affected shall be relieved from its applicable obligations as long as the Force Majeure Event lasts and hinders the performance of said obligations. The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event with reasonable dispatch; if Company is the party affected, this requirement can be satisfied by notice posted on its website.

(e)        Severability; No Waiver. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.  No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

(f)        Assignment. You may not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, by operation of law or otherwise, without Company’s prior written consent, provided that consent for an assignment of this Agreement in its entirety (including all Orders) will not be required in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of a party’s assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.   Subject to the foregoing, this Agreement will be binding and inure to the benefit of the parties, their respective successors, and permitted assigns. There are no third-party beneficiaries to this Agreement.

(g)        Company Affiliates. The term Company includes Company and its affiliates, meaning an entity which, directly or indirectly, controls, is controlled by or is under common control with Storj. As used herein, “control” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of the entity (“Affiliates”).

(h)        Entire Agreement; Order of Precedence. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to the subject matter hereof. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto or any Customer Agreement, the terms of such addendum or CustomerAgreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Documentation shall be incorporated into or form any part of this Agreement. Headers used in this Agreement are for convenience only and are not intended as, nor shall they be used as, an aid to interpretation.

(i)        Amendment. Company may revise this Agreement from time to time by posting the modified version on its website with or without prior notice to Customer, except as otherwise stated herein. By continuing to access or use the Storage Services after the posted effective date of modifications to this Agreement, you agree to be bound by the revised version of the Agreement.

(j)        Survival. The following sections of this Agreement will survive expiration or earlier termination of this Agreement for any reason: 3. Payment, 5. Term & Termination, 6. Customer’s Use of Out of Scope Services, 7. Software Updates, Service Deprecation, 9. Service Level Agreement, 10. Feedback, 11. Indemnification, 12. Disclaimers, 13. Limitation of Liability, 14. Export Restrictions, 15. Use in Your Jurisdiction, 16. Governing Law; Dispute Resolution, 17. General