PLEASE MAKE SURE YOU READ THESE STORAGE SHARING TERMS CAREFULLY. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS.
By installing the Software (defined below), you agree to be bound by these Storage Sharing Terms and all terms incorporated by reference.
Storj Labs Inc. (“Company”) provides online storage services (“Storage Services”) to its users that enable users to store data and other materials (“Storage Materials”) via a distributed network of independently operated devices (“Devices”). Each Device communicates with the Storage Services via open source software (“Software”) that is installed on the Device. The Software enables a Device to rent extra storage space (“Space”) available on the Device to Company or directly to other third parties. Company may use the Space it rents from you or may re-rent the Space it rents from you to other users via the Storage Services.
These Storage Sharing Terms provide the terms pursuant to which you may rent Space to Company in connection with your use of the Software on any Device. The Software may also permit you to rent Space directly to others, but these Storage Sharing Terms will not apply to those transactions. If you never rent any Space to Company, only Sections 1 and 2 of these Storage Sharing Terms will apply to you.
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Agreement Process
In connection with your initial use of the Software, Company may provide notice of, and require you to affirm your agreement to, these Storage Sharing Terms. You will not modify this notice and acceptance process, or the notice and acceptance process we may use in connection with any amendments we make to these Storage Sharing Terms (as further discussed in Section 18 below).
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Eligibility; Authority
You represent and warrant that you are at least 18 years of age. If you are entering into this agreement behalf of any entity: (a) you represent and warrant that you are authorized to accept these Storage Sharing Terms on such entity's behalf and that such entity will be responsible for breach of these Storage Sharing Terms by you or any other employee or agent of such entity; and (b) references to “you” in these Storage Sharing Terms refer to you and such entity, collectively.
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Software
The Software is licensed pursuant to the terms of an open source license agreement. You will comply with any applicable license terms of the Software and any applicable documentation. You will be solely responsible for satisfying all technical requirements of the Software, including any requirements in documentation provided with the Software, and for ensuring that the Software performs properly. You will ensure that the Software is up to date, and you will not interfere with any automatic updates provisioned to the Software by us.
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Storage Space
(a) By making available Space on your Device to rent via the Software, you authorize (i) Company and its 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 its users to access such Storage Materials from your Device at any time.
(b) You represent and warrant that (i) you own or control your Devices, and have the right to install the Software on your Devices and rent out Space on your Devices pursuant to these Storage Sharing Terms, (ii) you are and will remain in compliance with all applicable laws in connection with your performance under these Storage Sharing Terms, and (iii) you will not breach any agreement to which you are a party in connection with your performance under these Storage Sharing Terms, including any agreement you have with a third-party Internet service provider.
(c) When renting out Space to Company, you will ensure that (i) your Devices at all times meet any performance levels indicated in the Software documentation or instructions, (ii) your Devices will at all times be connected to the Internet to enable Company and its users to store and access the Storage Materials with 24x7 availability, and (iii) the use of the Internet by your Devices is not excessive so as to create network congestion or other form of Internet connectivity degradation.
(c) By running the Software on your Devices and allowing Space to be utilized by Company and its users, you understand that your Devices may be impacted due to the additional constraints being placed on them by the Software and the processing of Storage Materials. In particular, your Devices may not operate as quickly as they would without running the Software and making Space available for others to utilize.
(d) In connection with your performance under these Storage Sharing Terms, you will comply with all applicable laws and third-party agreements to which you are bound.
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Audits
You authorize the Storage Services to periodically audit the performance of your Device to ensure that you are in compliance with these Storage Sharing Terms and to ensure that the Storage Materials are being stored properly on your Device. You will not interfere with or disrupt any such audit.
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Storage Materials
(a) We do not control, endorse, sponsor or adopt any Storage Materials, and we make no representations or warranties of any kind regarding such Storage Materials, including, without limitation, regarding its contents. We have no obligation to screen, monitor or edit Storage Materials and are not responsible or liable for any Storage Materials.
(b) You will not: (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.
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Compensation
(a) Subject to these Storage Sharing Terms, Company will pay you based upon the amount of Space utilized by Company and users of its Storage Services and the prices you have designated for such Space via the Software (“Storage Fees”). We will pay the Storage Fees in one or more of the following, in our discretion: (i) Company's proprietary virtual currency, called Storjcoin X (SJCX); (ii) Bitcoin (BTC); or (iii) U.S. dollars.
(b) You represent and warrant that you are authorized to receive the Storage Fees in any payment method you designate via the Software that is acceptable to us (“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.
(c) 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.
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Termination
Either party may terminate these Storage Sharing Terms immediately without notice to the other party. If we terminate this agreement for your breach of these Storage Sharing Terms, we will have no obligation to pay any unpaid Storage Fees. If we terminate for any other reason, we will pay to the Payment Method any unpaid Storage Fees accrued by you prior to the date of termination.
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Storj Labs Terms of Use
You agree to be bound by the Storj Labs Terms of Use in connection with your access or use of the websites, mobile applications and online services of Company, including storj.io.
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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 in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes.
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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 these Storage Sharing Terms.
(b) Company reserves the right to exercise sole control over the defense of any claim subject to indemnification under Section 11(a), 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.
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Disclaimers
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE STORAGE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE STORAGE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;
(B) WE DO NOT REPRESENT OR WARRANT THAT THE STORAGE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT DEFECTS IN THE STORAGE SERVICES WILL BE CORRECTED. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE STORAGE SERVICES OR THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(C) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE POTENTIAL EARNINGS YOU MAY MAKE IN CONNECTION WITH YOUR SHARING OF SPACE WITH COMPANY AND ITS USERS.
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Limitation of Liability
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE STORAGE SERVICES OR OTHERWISE RELATED TO THESE STORAGE SHARING TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE STORAGE SHARING TERMS, EXCEED THE GREATER OF ANY COMPENSATION PAYABLE TO YOU UNDER THESE STORAGE SHARING TERMS OR $100 USD.
(B) THE LIMITATIONS SET FORTH IN SECTION 13(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
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Release
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
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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.
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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 these Storage Sharing Terms 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).
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No Class Arbitrations, Class Actions or Representative Actions
Any Dispute arising out of or related to these Storage Sharing Terms 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.
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Federal Arbitration Act
These Storage Sharing Terms 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.
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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 (c) 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.
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Process
Any arbitration will occur in New Castle County, Delaware. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. 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. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
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Authority of Arbitrator
As limited by the FAA, these Storage Sharing Terms and the applicable 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 these Storage Sharing Terms. 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.
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Rules of JAMS
The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Storage Sharing Terms, 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.
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Governing Law and Venue
These Storage Sharing Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, 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 or relating to these Storage Sharing Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in New Castle County, Delaware.
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Severability
If any term, clause or provision of these Storage Sharing Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Storage Sharing Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Storage Sharing Terms.
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Amendment
We reserve the right to change these Storage Sharing Terms from time to time in our sole discretion. If we make changes to the Storage Sharing Terms, 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 these Storage Sharing Terms. Your continued sharing or rental of Space to Company will confirm your acceptance of the revised Storage Sharing Terms. If you do not agree to the modified Storage Sharing Terms, you must stop interacting with the Storage Services via the Software.
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Survival
The following sections will survive the expiration or termination of these Storage Sharing Terms: all defined terms and Sections 10 - 17, and 19 - 20.
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Miscellaneous
The Storage Sharing Terms constitute 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 the Storage Sharing Terms 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 the Storage Sharing Terms where the delay or failure results from any cause beyond our reasonable control. Except as otherwise provided in herein, the Storage Sharing Terms 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.
