Data Storage IPFS Agreement

DATA STORAGE IPFS AGREEMENT

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

RECITALS

WHEREAS, Service Provider maintains distributed content-addressable storage services utilizing the InterPlanetary File System (IPFS) and ancillary services to store, pin, and replicate client data; and

WHEREAS, Client desires to engage Service Provider to store certain Data Assets on IPFS subject to the terms and conditions set forth in this Agreement, and Service Provider desires to provide such services on the terms herein;

WHEREAS, the parties intend to set forth the scope, compensation, security, retention, and liability allocation for the storage of Data Assets on IPFS as described below.

DEFINITIONS

For the purposes of this Agreement: (a) "Data Assets" means the files, data sets and metadata that Client transmits to Service Provider for storage; (b) "Pinning" means the process of retaining a copy of content on IPFS nodes such that the content remains available; (c) "Confidential Information" has the meaning set forth in the Confidentiality section below.

SCOPE OF WORK

Service Provider shall: (i) accept Data Assets from Client, (ii) persist Data Assets on IPFS and implement Pinning and replication as described in the Scope of Work, (iii) provide access endpoints or content identifiers (CIDs) to Client, and (iv) maintain reasonable operational measures to preserve availability and integrity of Data Assets in accordance with this Agreement.

PAYMENT TERMS

Payment is due in accordance with the Payment Schedule. Overdue amounts shall accrue interest at the rate set forth below until paid in full.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services rendered or costs incurred prior to the effective date of termination. Upon termination, Service Provider will, at Client's written direction and subject to payment of outstanding fees, either transfer Data Assets to a Client-designated location or delete Data Assets as described in the Data Retention and Deletion clause.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with this Agreement, including Data Assets and any encryption keys or access credentials. Confidential Information shall remain confidential during the Term and for a period of years thereafter. Confidential Information does not include information that is or becomes generally known to the public other than through a breach of this Agreement, or is rightfully received from a third party without restriction.

DATA HANDLING, SECURITY AND RETENTION

Service Provider will implement commercially reasonable technical and organizational measures to protect Data Assets against unauthorized access, disclosure, alteration and loss. Client acknowledges that IPFS is a distributed network and that CIDs reference content-addressed data. Service Provider shall:

1. Provide Pinning and replication consistent with the Scope of Work to facilitate availability of Data Assets.
2. Support encryption-at-rest and encryption-in-transit where applicable; Client is responsible for managing encryption keys unless otherwise agreed in writing.
3. Maintain reasonable backup and redundancy practices; however Service Provider does not guarantee immutable perpetual storage unless specifically contracted.

Upon Client's written request and subject to payment of any outstanding fees, Service Provider will make commercially reasonable efforts to export and deliver Client's Data Assets in a commonly used format or to remove Client Data from Service Provider-maintained pins and replicas. Due to the distributed nature of IPFS, Service Provider does not and cannot guarantee removal of copies of Data Assets that have been independently replicated by third parties.

INTELLECTUAL PROPERTY AND DATA OWNERSHIP

Client retains all right, title and interest in and to Client's Data Assets. Service Provider shall not acquire any ownership rights in Client Data by virtue of providing storage services. Service Provider is granted a limited license to copy, cache, replicate and display Data Assets solely to the extent necessary to perform its obligations under this Agreement.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable for consequential, incidental, special or punitive damages arising out of or related to this Agreement. Service Provider's aggregate liability for any claim arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's content, infringement, or unlawful use of Data Assets.

COMPLIANCE WITH LAWS

Each party shall comply with applicable laws, regulations and industry standards in the performance of its obligations under this Agreement. Client represents that it has all rights and consents necessary to store the Data Assets on IPFS and to transmit them to Service Provider.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or appendices expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Force Majeure: Neither party shall be liable for delays due to causes beyond its reasonable control.

Pin maintenance and monitoring
Optional key management services
Priority support and expedited retrieval

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