Business IPFS Template

BUSINESS IPFS TEMPLATE

This Business IPFS Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client maintains digital content, data, or other files that Client desires to store, distribute or otherwise make available via a distributed content-addressed file system (commonly referred to as IPFS);

WHEREAS, Service Provider offers services to persist, pin, replicate, index, or provide gateway access to content on such distributed networks and to perform related metadata, access control, and administrative functions; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will provide IPFS-related services to Client.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide the services described below with respect to the Client Content (as defined below). Services may include but are not limited to pinning, replication, gateway access, indexing of metadata, version management, access controls, and regular health checks as set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees specified below in consideration for the services rendered under this Agreement. All fees are exclusive of taxes unless otherwise stated.

If any undisputed amount remains unpaid beyond the due date, Client shall pay interest at the lesser of (a) per month or (b) the maximum rate permitted by law. In addition, Service Provider may suspend provisioning or access to pinned content following at least days' written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of liability for accrued fees or obligations incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Neither party will disclose or use the other party's Confidential Information except as permitted to perform its obligations under this Agreement.

The confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; IPFS-SPECIFIC PROVISIONS

Client retains all right, title and interest in and to Client Content and any intellectual property rights therein. Client grants Service Provider a limited, non-exclusive, non-transferable license to store, distribute, replicate, index and otherwise process Client Content solely to perform the services contemplated by this Agreement.

Client is solely responsible for the content it submits for storage and distribution via IPFS, including ensuring compliance with applicable laws, third-party rights, and export controls. Service Provider may refuse, remove, or suspend hosting of any content it reasonably determines violates law, third-party rights, or this Agreement and shall use commercially reasonable efforts to notify Client in advance when practicable.

Service Provider will make commercially reasonable efforts to maintain persistence of Client Content through pinning and replication as specified in the Scope of Work. Client acknowledges that content published to a distributed public network may be accessible outside the control of Service Provider and that Service Provider does not guarantee indefinite removal of content already distributed on the public network.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against losses arising from: (a) its breach of this Agreement, (b) its gross negligence or willful misconduct, and (c) claims that Client Content infringes third-party intellectual property rights where such claim arises from Client's content. The indemnifying party shall control the defense and settlement of any claim and shall not settle any claim that imposes obligations or liabilities on the indemnified party without the indemnified party's prior written consent.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business relating to the services.

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