Storage Terms of Service

Last Updated: March 15, 2017.

By clicking to agree to these Storage Terms of Service (“Storage Terms”) during the account setup process, or by otherwise accessing or using the Storage Services of Storj Labs Inc. (“Company,” “we,” or “us”) that enable you to use the open source, distributed cloud storage platform (“Storage Platform”), you agree to be bound by these Storage Terms and all terms incorporated by reference. If you do not agree to these Storage Terms, you may not access or use our Storage Services. The term “Storage Services” refers to the websites, mobile applications and other online services of Company that you may use to access and use the Storage Platform.

You and Company agree as follows:

1. Storj Labs Terms of Use

These Storage Terms incorporate by reference and supplement the Storj Labs Terms of Use. The Storj Labs Terms of Use govern all access to and use of the Services, including the Storage Services. You agree to be bound by and comply with the Storj Labs Terms of Use in connection with your access and use of the Services (including the Storage Services). The Storj Labs Terms of Use and these Storage Terms are collectively referred to as the “Agreement.” PLEASE MAKE SURE YOU READ THE STORJ LABS TERMS OF USE CAREFULLY. THEY CONTAIN LIMITATIONS OF LIABILITY, DISCLAIMERS AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS.

2. Overview of Storage Platform

The Storage Services enable you to store data and other materials (“Storage Materials”) via a distributed network of third-party devices (“Storage Nodes”) that comprise the Storage Platform. The Storage Platform is an interconnected set of Storage Nodes that independently operate open source software to facilitate the storage of your Storage Materials. The Storage Services are designed to encrypt Storage Materials locally on your device and then facilitate the distribution of such encrypted data fragments to the Storage Nodes. The Storage Platform and Storage Nodes are not operated or maintained by Company, and Company has no responsibility or liability for the Storage Platform or Storage Nodes. The Storage Services enable you to protect against loss of your Storage Materials due to the failure of any individual Storage Node by allowing you to configure the redundancy and distribution of your Storage Materials. You are solely responsible for your use of the Storage Platform, including for configurations that you deem appropriate to maintain access to your Storage Materials in a manner that meets your expectations.

3. Account

In order to use the Storage Services, you will need to register for an account (“Account”). In connection with your creation of any Account, you will (i) provide accurate, current and complete Account information, (ii) maintain and promptly update your Account information as necessary, (iii) maintain the security of your Account, including by not using the same password for the Storage Services that you use for third-party services, (iv) not disclose your password or private 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 if you lose your private keys, you may not be able to recover any Storage Materials.

4. Payment

(a) We will provide notice via the Storage Services of the fees applicable to use of the Storage Services ("Fees"). All Fees are exclusive of any applicable taxes, unless stated otherwise, which are your sole responsibility. We will provide notice at least 30 days in advance of any increase to the Fees.

(b)Except where otherwise indicated via the Storage Services, we will charge all Fees to a payment method designated by you via the Storage Services that is acceptable to us. You represent and warrant that you are authorized to use the payment method you designate via the Storage Services and authorize us to charge all Fees to that 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 automatically. Fees will be charged on a monthly basis based on the prior month’s usage. You can avoid incurring Fees at any time by discontinuing your use of the Storage Services to store your Storage Materials.

(c) Except as prohibited by law, we may assess a late charge if you do not pay Fees on time. The late charge will be the lesser of 1.5 % of the unpaid amount each month or the maximum rate permitted by law. You are responsible for all costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. We may suspend your access to the Storage Services immediately without notice if you fail to pay Fees on time.

5. Storage Materials

(a) You grant Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicenseable right to reproduce, modify, distribute, and export any Storage Materials solely as necessary to comply with your instructions to store such Storage Materials via the Storage Platform. This gives us the rights we need to store and retrieve your Storage Materials as you direct us to.

(b) Company will not be responsible for any loss, misuse, or deletion of Storage Materials or any failure of any Storage Materials to be stored or encrypted. You are solely responsible for backing up any Storage Materials.

(c) You are responsible for properly configuring and using the Storage Services to store your Storage Materials via the Storage Platform, and for maintaining appropriate security of your Storage Materials, which may include the use of encryption. We reserve the right at any time, without notice, to remove, reject or delete any Storage Materials that contain plain text data or otherwise violate the terms of this Agreement (including the Storj Labs Terms of Use relating to User Content).

(d) You are solely responsible for ensuring that any processing of 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 processing of any particular types of data. You will provide all notices to, and obtain any consents from, third parties as required by applicable law in connection with the processing of Storage Materials via the Storage Services. You must not process any Storage Materials that include sensitive data that require heightened security protections, including any (i) “protected health information,” as defined under HIPAA, (ii) “cardholder data,” as defined by the PCI DSS, or (iii) “Sensitive Personal Data” as defined under the EU Directive 95/46/EC as enacted in the member states of the European Union.

6. Effect of Suspension or Termination

If your access to the Storage Services is suspended or terminated, you will no longer have access to the Storage Materials processed via the Storage Services for storage in the Storage Platform, and your Storage Materials may not be recoverable. If we terminate or suspend your access to the Storage Services for reasons other than your breach of the Agreement, we will make commercially reasonable efforts to provide you an opportunity to retrieve your Storage Materials via the Storage Services.

7. SLA

(a) Company will use commercially reasonable efforts to meet the following service level commitment (“SLA”): except for scheduled maintenance, our Storage Services will be available 99.99999% of the time. We calculate availability based upon the service records we maintain. We will use reasonable efforts to notify you in advance of any scheduled maintenance.

(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 or the Storage Platform, including use in breach of the Agreement or use other than in accordance with any documentation or other instructions provided by Company; (iii) circumstances or events beyond the reasonable control of Company; or (iv) our suspension or termination of your access to the Storage Services pursuant to the rights we have reserved under the Agreement.

(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 calendar month is less than 99.99999% but above 99.0%, then we will provide a Credit of 10% 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 20% 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 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 20% of the Fees payable by you for the corresponding month.

8. Promotional Credits

(a) The Company may also provide credits against fees payable to the company in relation to marketing, referrals, or other events ("Promotional Credits"). All credits not deemed to be Service Credits will be considered Promotional Credits.

(b) Promotional Credits must be redeemed within 12 months of issuance unless otherwise stated.

(c) After redemption, Promotional Credits are valid for a period of 12 months. Promotional Credits that have not been used at that time will expire.

(d) Promotional offers expressed in Gigabytes of storage or bandwidth will be treated as Promotional Credits in dollar equivalents. For example, a promotional offer of "50 GB free bandwidth" will be reflected on the account statement by a Promotional Credit of $2.50 (50GB bandwidth * $0.05 per GB).