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Terms of Service (TOS)

Last updated: April 23, 2022

This page contains VALDI LABS, PBC ("VALDI")'s Terms of Service (TOS). It is a binding contract between VALDI and the Customer upon Customer account creation on the VALDI Services, which includes all of VALDI’s websites, services, products and solutions.

As mentioned, this TOS is a binding legal contract between the customer and company. As a result, in order to use VALDI Services, you must agree to the TOS. Agreeing means that you give permission to be bound by the TOS. By creating an Account and using VALDI Services, you are sending us the impression that:

  • After account creation, you will use VALDI Services in proper compliance with all laws, rules and regulations applicable to you.
  • When a person over 18 years of age is the customer, using our Services adheres to giving us legal consent and agreeing to the prudential use of VALDI Services in applicable jurisdictions.
  • When a person creates an Account and uses VALDI Services on behalf of an organized entity, they bind the entity they represent to this TOS and they agree to be legally bound by this TOS on the entity’s behalf.

There are other documents applying to the Customer’s use of VALDI Services, and the terms contained in those documents are incorporated into this TOS. The Customer should review the other documents, which include the privacy policy and acceptable use policy.

Service Level Objectives

The Customer receives VALDI services at the following service level objectives (known here as "Service Level Objective" or "SLO"):

Monthly Uptime Percentage Instances in Multiple Regions

>= 99.9%

Instances in Single Region

>= 99%

If VALDI is not fulfilling the SLO, and the Customer is meeting its financial obligations to VALDI, the Customer will be able to acquire Financial Credits. This TOS states the Customer’s only solution for any VALDI failure to fulfill the SLO. If VALDI approves a reselling of VALDI Services under a partner or reseller program, all Customer references when applicable in this TOS shall mean Partner or Reseller, and any Financial Credit(s) in Customer possession will only apply for Partner or Reseller order(s) that are affected.

Definitions

The following definitions apply to the TOS:

"Customer Data" means:

  • All data uploaded by the Customer to VALDI services and;
  • All data created by the Customer on VALDI services.

"Covered Service" means: Access to "Remote servers" which are processing devices not located on the Customer's personal property. The access to Remote Servers by the Customer may entitle the Customer to accomplish all of, but may not be limited to, the following tasks:

  • Storing and processing data
  • Executing software
  • Providing services

"Downtime" means:

  • For the Single Instance, loss of external connectivity or persistent disk access. In the case of Instances in Multiple Regions, all running instances that are applicable.
  • If the Customer is, on a pass-through basis, gaining connectivity from VALDI, downtime will not cover the loss of external connectivity resulting from disruptions in upstream transit provider networks. If this is the case, the terms of service of the individual Carrier shall apply.

A "Downtime Period" is defined as a period of one or more minutes of Downtime in a row. Downtime Periods will not be counted for partial minutes or intermittent downtime lasting less than one minute.

"Prepaid Credit" means the following for Instances in Multiple Regions:

Monthly Uptime Percentage

The percentage of monthly bills for each Covered Service in the impacted Region that did not satisfy SLO will be applied to Customer's subsequent monthly bills.

  • 99% - 99.9%: 10%
  • 95% - 99%: 25%
  • < 95%: 50%

"Prepaid Credit" means the following for one Instance:

Monthly Uptime Percentage

The percentage of a monthly payment for one instance in the impacted region that did not fulfill the SLO will be credited to Customer's future monthly bills.

  • 95% - 99%: 10%
  • 90% - 95%: 25%
  • < 90%: 50%

Container instances hosted as part of VALDI's Services spread over two or more Regions are referred to as "Instances in Multiple Regions."

"Monthly Uptime Percentage" is calculated by taking the total number of minutes in a month, subtracting total Downtime minutes from all Downtime Periods in a month, divided by the monthly minute total.

The applicable region indicated in VALDI's Customer documentation, marked by geographical placement, such as CT1, NY1, as timely updated by VALDI, is referred to as "Region."

One container instance that's part of VALDI's Services is referred to as a "single instance."

Default Payment Terms and Billing

All fees for VALDI Services are subject to change at VALDI’s discretion.

VALDI uses third-parties to process payments for our Services (known here as the "Payment Processors"). In addition to this TOS, payment processing may be subject to the Payment Processors' terms, restrictions, and policies. VALDI is not liable for the Payment Processors' decisions. When the Customer pays for used Services, they must do so in compliance with these pricing and billing policies. When completing the payment, the Customer grants VALDI and its Payment Processors the authority to deduct or charge money (including all taxes applicable) using the payment method(s) provided by the Customer.

The Customer must submit accurate and up-to-date billing information, and must correct all changes such as a billing address change, in a timely manner. If a payment method is canceled by the provider or otherwise rendered unusable, the Customer must inform VALDI or the Payment Processors as soon as possible.

Except for prepaid rendering services, VALDI services are billed monthly based on the Customer's usage for the previous month. Unless otherwise agreed to with VALDI, fees are due upon invoice issuance, which will be billed at the usage rates for that time period. The Payment Methods will be immediately charged to the Customer. For non or late payments, and/or failure to maintain current, valid, complete, and accurate Payment Methods, VALDI possesses the authority to disable, cancel, deny entry to, restrict services for, and/or suspend or delete a Customer's account or access to any VALDI Service.

All VALDI Service fees that are past due, regardless of the reason, are subject to a 1.5% monthly interest (or to the greatest rate legally allowed, whichever is lower) from the due date until the payment is made. The Customer shall be held liable for all reasonable expenditures (including attorneys' fees) resulting from the collection of past due fees from the customer. After we give you written notification of late payment, we may suspend your Service access if Fees remain due. You are not permitted to withhold or offset any sums owed by you under this Agreement for any reason.

All charges from the Customer's purchase of VALDI services, including but not limited to national, state, or local sales taxes, use taxes, value-added taxes, and goods and services taxes, are the sole responsibility of the Customer. VALDI's pricing policies are not affected by such Taxes unless otherwise specified. Taxes will be levied during billing or at the time of purchase if VALDI is required to do so. VALDI may collect additional taxes for remission to the appropriate taxation authorities if the purchase of VALDI Services is subject to them. In order to comply with these tax duties, the customer must also give any tax identification information that is required. Any tax misrepresentations or non-compliance caused by the customer is his or her sole responsibility.

For infractions, such as abuse, misrepresentation of Billing Information, unauthorized transfer, or illegal conduct by the Customer, VALDI reserves the right to revoke all prepaid credits, or subject them to early expiration.

Request for Credit

The Customer must notify VALDI within ten days of becoming eligible to obtain prepaid credit in order to get any. VALDI must be given server log files demonstrating the loss of external connectivity and the date and time the issues occurred. Prepaid Credit shall be forfeited if the Customer does not comply with these restrictions. VALDI will, in good prudence, make an assessment based on its system logs, monitoring reports, configuration records, and other available information if a disagreement occurs.

Maximum Prepaid Credit

VALDI will grant a maximum of 50 percent of the payable amount from the Customer for Services in the month in question in Prepaid Credits for Downtime Periods occurring in that billing month. Prepaid Credits will be issued in the form of monetary credit that will be used for VALDI Services. Within sixty days of the request, it will be applied. Please note that VALDI's prepaid credits are not legal tender in any jurisdiction. The Customer recognizes that prepaid Credits for a Downtime Period caused by a pause of processing power will be calculated appropriately in accordance with the TOS.

Exclusions

Prepaid credits are not applicable to features designated as having pre-general availability (unless otherwise stated), features that are excluded from the TOS (as stated in the accompanying documentation), or errors caused by factors beyond VALDI's reasonable control. In addition, they may be caused by Customer's software or hardware, and/or third-party software or hardware, TOS violations, system quotas, or downtime caused by in-advance servicing conveyed to the customer. Customer will only be eligible for prepaid credit if a certain instance is down as either one instance or Instances in Multiple Regions. It cannot be both.

Intellectual Property Rights

No party is granted implied or explicit rights to the content or intellectual property of the other under this TOS. Customer Data rights are given to the Customer, and VALDI owns all rights to the VALDI Services and related software, that includes third party software.

The Customer herewith gives VALDI powers to exploit Customer Feedback in any way and for all intents. The Customer may choose to provide ideas and feedback regarding problems with or suggested changes to any of VALDI's products and services.

VALDI has the right to use the Customer's name, logos, and trademarks in its materials and communications for all intents and purposes. VALDI provides Customers restricted permission to use VALDI Services as stated in and subject to strict compliance with this TOS.

Customer Data Use

VALDI will only manage Customer Data in accordance with the current version of its Privacy Policy.

The Customer grants VALDI the authority to host, retain, transmit, exhibit, perform, duplicate, and alter for the purpose delivering VALDI services to the Customer, pursuant to this TOS.

The Customer is fully accountable for its Customer Data and acknowledges that VALDI is not and never will be found accountable. The Customer asserts, denotes, and warrants that: its use of VALDI Services will not violate this TOS, accompanying documentation, or any applicable law, regulation, rule, or third-party protections, it is entirely responsible for the development, moderation, functionality, upkeep, support, and use of Customer Data. That includes Customer Data that's provided by the Customer's end users. Customer Data cannot: infringe, violate, or misappropriate any third-party protections, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary rights that can be claimed. Slander, defamation, libel, privacy invasion, publicity or property rights violations are also not allowed under any circumstances.

All Customer Data is deleted in its entirety upon Customer's cessation of usage of VALDI Covered Services.

Conduct Rules

VALDI Services must be used in compliance with the VALDI AUP and other accompanying documents. Upon reference, they are incorporated. As a result, any AUP violations will be considered a violation of this TOS as well.

Whether the actions are performed by a Customer, their employees, a third party connected to the Customer, Customer's end users, licensees, or customers, the Customer is entirely responsible for what occurs.

Customers are liable for informing their employees, agents, and others about this TOS's requirements, including if the TOS requirements bind them. In their use of VALDI Services, Customers may not directly or indirectly decipher, reverse engineer, disassemble, or otherwise attempt to pirate any of VALDI's information. All local, state, national, and international rules and regulations that are applicable must be followed by the customer.

VALDI will exercise the ability to access, read, maintain, and disclose information needed to comply with any applicable law, regulation, legal procedure, or valid governmental request, enforce this TOS through possible investigation, detect, prevent, or deal with fraud, security, or operational problems, respond to customer inquiries, and safeguard property, rights, or safety of VALDI's interests.

The Office of Foreign Assets Control ("OFAC") maintains trade and economic sanctions against VALDI Services. In using VALDI services, the Customer agrees to follow these laws and regulations by using the Services in an appropriate manner. The Customer guarantees that it is not located in a country subject to OFAC's trade and economic sanctions, or is an individual or entity listed on any US lists of prohibited parties, such as the Treasury Department's List of Specially Designated Nationals, and Sectoral Sanctions List. Furthermore, Customer agrees not to sell, export, reexport, transfer, divert, or dispose of any VALDI Service, whether directly or indirectly.

Customers must follow adequate security standards, including but not limited to: creating strong passcodes and access control systems, securing access to all passcodes and entry data, and confirming the reliability of those who have account passcodes and entry data. Any inappropriate access to the Customer's Account is the complete responsibility of the Customer, who must contact VALDI promptly upon becoming aware of such inappropriate access. The Customer will immediately inform VALDI of any security incidents or breaches impacting VALDI Services, including unauthorized access to Customer's data, and will cooperate with authorities and/or VALDI in any investigation or legal action taken to investigate and remedy the security incident.

Customer Deletion

During the Term consistent with Service functionality, VALDI will allow Customers to erase their Data in accordance with tis TOS. If the Customer uses Services to remove any information that cannot be recovered, the Customer is instructing VALDI to erase the Customer's relevant Data from VALDI's systems in compliance with applicable legislation. VALDI will adhere to this direction as soon as practically possible, but no later than 180 days.

Deletion Upon Termination

Customers may direct VALDI to erase all of their Data (including preexisting backups) from VALDI's systems in accordance with applicable legislation after the Customer's account is closed. VALDI will comply with the directive as soon as possible under ideal conditions and within a maximum time of 180 days after the closure, all after a recovery period of thirty days. Customers are liable for retaining any Customer Data it desires to save before the Customer Account data is deleted.

Incidents Involving Data

Notification of an Incident.

Upon being informed of a data security issue, VALDI shall notify Customers quickly, without unneeded delay, and will take all commercially reasonable actions to limit harm and secure the Customer's Data.

Information on the Data Security Incident.

VALDI shall reasonably disclose the nature of the data data security security issue, the actions taken to remedy potential risks, and the measures VALDI advised Customers take in order to resolve the data security incident.

Notification Delivery.

Any data security issue notification(s) will be sent to the email address supplied by the Customer.

VALDI's Lack of Assessment of Customer Data.

VALDI is under no duty to review Customer Data in order to identify information that may be subject to legal requirements.

VALDI Has No Acknowledgement of Fault.

An admission of blame or liability on VALDI's part should not be interpreted from our response to a data security event.

No Warranty

VALDI Services are provided "as is" and "as available". VALDI makes no warranties of any kind, whether expressly stated or implied, in connection with VALDI Services and all content delivered thereto. Without limitation including any implied warranty of merchantability, fitness for a specific purpose, title, or non-infringement, course of dealing that results in a warranty, usage, trade, or any availability, accuracy, or system access-related warranty. VALDI makes no guarantees that its services will be secure or available at different areas or times, no guarantees of imperfection correction, no guarantees that any material accessible through VALDI Services will be virus or risky component-free, and no guarantees that Customer's expectations will be met through the use of VALDI Services. Customers are responsible for ensuring the integrity of their environments.

To the fullest extent permissible by law, the limitations, exclusions, and disclaimers in this section apply. VALDI does not renounce warranties or other rights it is not permitted by law to disclaim.

Indemnification

You agree to safeguard, indemnify, and hold VALDI and Storj Labs Inc., and any and all of their licensees, licensors, employees, contractors, agents, officers, and directors harmless from, as well as against all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not restricted to attorney's fees) coming from your or anyone with access to your Account's usage of VALDI and Storj Labs Services, your Customer Data, or a violation of these TOS.

Limitation of Liability

YOU WILL MAINTAIN VALDI AND ITS OFFICERS, AGENTS, DIRECTORS, AND EMPLOYEES NOT LIABLE FOR ANY INDIRECT, CORRECTIVE, UNIQUE, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, EXCEPT WHEN THE LAW PROHIBITS IT. THAT IS REGARDLESS OF HOW IT SURFACED (INCLUDING ATTORNEYS' FEES AND ALL EXPENSES RELATED TO THE LEGAL PROCESS, OR AT TRIAL OR UPON APPEAL, IF ANY, REGARDLESS OF IF LITIGATION OR ARBITRATION WAS OR WAS NOT INSTITUTED), WHETHER IN CONTRACTUAL ACTIONS, NEGLIGENCE OR OTHER INAPPROPRIATE ACTION, OR SURFACING OUT OF OR IN CONNECTION TO THIS AGREEMENT, INCLUDING, WITH NO LIMITATIONS, ANY PERSONAL INJURY OR PROPERTY DAMAGE CLAIM, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, REGARDLESS OF WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE PREVIOUSLY. IF THE COMPANY IS FOUND LIABLE, IT WILL BE RESTRICTED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES DURING THE PREVIOUS 12 MONTHS, EXCEPT AS PROHIBITED BY LAW, AND UNDER NO INSTANCES WILL DAMAGES OF CONSEQUENTIAL OR PUNITIVE NATURE OCCUR. THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

Jurisdiction and Governing Law

Law that governs. The TOS, as well as any disputes arising out of it, are governed by the laws of the State of Delaware, without respect to considerations of conflict of laws.

For the resolution of any litigation or court process permitted under the TOS, the Customer and VALDI will both submit to the personal and exclusive jurisdiction of the state courts and federal courts situated within the State of Delaware.

Terms of Service Modifications

VALDI reserves the right to amend and/or modify the TOS for VALDI Services at any time without prior notice to Customers. Customer use of VALDI Services will always be governed by the TOS in place at the time. As a result, the Customer is responsible for learning about any changes to the TOS by revisiting this page.