IPFS Service Contract

IPFS SERVICE CONTRACT

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, the Service Provider operates infrastructure and provides distributed content storage, pinning, and content addressing services using the InterPlanetary File System (IPFS) protocol and related tooling, and possesses the technical capability to host, pin, and manage Client content on IPFS nodes in accordance with the terms of this Contract;

WHEREAS, the Client desires to engage the Service Provider to perform specified IPFS hosting and pinning services described herein, and the Service Provider agrees to perform such services subject to the terms and conditions of this Contract; and

WHEREAS, the parties intend for this Contract to define the scope, performance standards, payment terms, confidentiality obligations, and other legal rights and remedies applicable to the provision of IPFS services.

Scope of Work

The Service Provider shall perform the foregoing services in a professional manner consistent with industry standards for IPFS hosting and pinning. Specific deliverables, performance metrics, and service levels (including availability targets, replication strategy, and maximum acceptable time to pin content) shall be as described in the Scope of Work above and any attachments mutually executed by the parties.

Payment Terms

Late Payment Fee: If Client fails to pay any undisputed amount when due, interest shall accrue on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, plus any collection costs and attorneys' fees reasonably incurred by the Service Provider in enforcing payment.

Term and Termination

Effective Date:    Termination Date:

Either party may terminate this Contract for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Contract and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other during the term of this Contract and designated as confidential, or which by its nature should reasonably be considered confidential, shall be held in confidence and used only to perform obligations under this Contract. Confidential information does not include information that:

1. is or becomes generally available to the public other than by breach of this Contract;
2. is rightfully received from a third party without restriction and without breach of any obligation of confidentiality;
3. is independently developed by the receiving party without use of the disclosing party's confidential information; or
4. is required to be disclosed by law or by an order of a court or governmental authority, provided the receiving party, to the extent permitted, gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure or obtain protective orders.

Upon termination or expiration of this Contract, each party shall return or destroy the other party's confidential information, except that the Service Provider may retain archived copies to the extent required by law or for internal compliance and backup purposes, provided such retained copies remain subject to confidentiality obligations.

Intellectual Property and Content

Client retains all right, title and interest in and to Client content. Service Provider acquires no ownership rights in Client content by virtue of hosting, pinning, or processing such content. Client represents and warrants that it has all necessary rights and licenses to store, distribute and make available the content via IPFS and that such content does not infringe third-party rights or violate applicable law.

Service Levels, Backup and Retention

Service Provider will use commercially reasonable efforts to maintain the availability of pinned content in accordance with the retention requirements above. Except as expressly set forth in this Contract, Service Provider does not guarantee immutability or perpetual persistence outside the terms agreed in the retention requirements.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of a third-party claim resulting from the indemnifying party's breach of this Contract, infringement of intellectual property rights, or willful misconduct. Except for indemnification obligations and willful misconduct, neither party's aggregate liability for direct damages arising under this Contract shall exceed the fees paid or payable by Client to Service Provider under this Contract during the twelve (12) months prior to the event giving rise to the claim.

Governing Law; Dispute Resolution

This Contract will be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes arising out of or relating to this Contract through negotiation. If the dispute is not resolved by negotiation within sixty (60) days, either party may pursue any available legal or equitable remedies in a court of competent jurisdiction in the agreed jurisdiction.

Entire Agreement; Amendments

This Contract, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification or amendment of this Contract shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations under this Contract without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as a party may designate in writing.

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