TERMS OF SERVICE
This Terms of Service Agreement (the “Agreement”) is between Private
(“Company”) and the entity or individual assenting to these terms (“Client”
“You” “Organization”). The Agreement governs access to and use of the Private
Storage.io website, client software, and services (“Services”) by Client.
By downloading and using our software and service, you acknowledge that you
have fully reviewed the following terms and conditions, have the authority to
bind Yourself or Your Organization, and accept the Agreement on the
Organization’s behalf. Please note that if you do not agree with all of these
the terms set forth in the Agreement your sole remedy is that you may not
access or otherwise use any of the Services.
The following definitions shall apply for purposes of this Hosted Software
- “Account Data” means account and contact information submitted to the
Services by Client or End Users.
- “Capability” is the data string that provides access to the Service.
- “Client” is defined as the individual or entity that subscribes to the
- “Client Data” means Stored Data and Account Data.
- “Emergency” means (i) use of the Services that do or could disrupt the
Services, other customers’ use of the Services, or the infrastructure used
to provide the Services, and (ii) unauthorized third-party access to the
- “End User” is defined as an individual authorized to use the Services.
- “Fees” are defined as the agreed upon fees payable for providing the
Services to Client.
- “Services” are defined as the subscription based secure cloud file
storage services offered by Private Storage.io.
- “Stored Data” means files and other data submitted to the Services by
Client or End Users.
- “Tax” is defined as any value added, goods and services, sales, use,
property, excise, and like taxes, import duties and/or applicable levies
arising out of the provision of the Services.
- “Third-Party Request” means a request from law enforcement or another
third party for records relating to an End User’s use of the Services.
Third-Party Requests may include, but are not limited to, search warrants,
subpoenas, court orders, emergency disclosure requests, or written consent
from an End User permitting disclosure of records about the End User’s use
of the Services.
1. Private Storage.io Services.
- 1.1. Services being Offered. Private Storage.io grants to Client a
limited, revocable, non- exclusive, non-transferable license to use the
Services for Client’s personal or commercial purposes. Client and users of
Client’s Services account (“End Users”) who agree to these Terms of Service,
Storage.io Services in accordance with this Agreement.
- 1.2. Information Security and Data Processing. Private Storage.io will
use, at a minimum, industry-standard technical and administrative security
measures to transfer, store, and process Client Data. These measures are
designed to protect the integrity of Client Data and guard against the
unauthorized or unlawful access to, use, and processing of Client Data.
Client consents that Private Storage.io may transfer, store, and process
Client Data in the United States and locations other than Client’s country.
To the extent that Client Data is subject to European Union data protection
laws and is processed by Private Storage.io as a data processor acting on
Client’s behalf (as a data controller), Private Storage.io will use and
process such Client Data as Client instructs in order to provide the
Services and fulfill Private Storage.io’s obligations under the Agreement.
- 1.3. Updates and Changes to the Services. Private Storage.io reserves
the right to periodically change or update the Services at its discretion.
2. Client Obligations.
- 2.1. Compliance. Client is responsible for use of the Services by its
End Users. Client and its End Users must use the Services in compliance with
this Agreement, all Private Storage.io policies, and applicable regulations
- 2.2. Unauthorized Use and Access. Client will prevent unauthorized use
of the Services by its End Users and terminate any unauthorized use of or
access to the Services. Client will ensure that it does not allow any person
under thirteen (13) years of age to use any of the Services. Client will
promptly notify Private Storage.io of any unauthorized use of or access to
2.3. Client Administration of the Services. Private Storage.io is not
responsible for the internal management or administration of the Services on
behalf of Client. Client must:
- 2.3.1. maintain the confidentiality of access capabilities, private keys,
Capabilities and any Administrator accounts,
- 2.3.2. manage access to Administrator accounts if any, and
- 2.3.3. ensure that ALL use of the Services complies with this Agreement.
2.4. Restrictions on the Services.
Client shall not:
- 2.4.1. sell, resell, or lease the Services;
- 2.4.2. use the Services in activities wherein use or failure of the
Services could cause physical damage, death, or personal injury;
- 2.4.3. reverse engineer the Services, nor assist anyone else to do so,
unless otherwise permitted by law;
- 2.4.4. infringe the intellectual property rights of any third-party;
- 2.4.5. use the Services to violate any federal, state, or local laws
including publishing or sharing material that is fraudulent, defamatory,
- 2.4.6. use the Services to probe, scan, or test the vulnerability of any
system or network;
- 2.4.7. use the Services to breach or otherwise circumvent any security or
- 2.4.8. use the Services to access, tamper with, or use non-public areas or
parts of the Services, or shared areas of the Services you haven’t been
- 2.4.9. interfere with or disrupt any user, host, or network, for example
by sending a virus, overloading, flooding, spamming, or mail-bombing any
part of the Services;
- 2.4.10. access, search, or create accounts for the Services by any means
other than our publicly supported interfaces (for example, “scraping”; or
creating accounts in bulk);
- 2.4.11. send unsolicited communications, promotions or advertisements, or
- 2.4.12. send altered, deceptive or false source-identifying information,
including “spoofing” or “phishing;”
- 2.4.13. promote or advertise products or services other than your own
without appropriate authorization;
- 2.4.14. abuse promotions to get more storage space than deserved or
circumvent storage space limits;
- 2.4.15. resell the Services unless specifically authorized to do so;
- 2.4.16. publish or share materials that are unlawfully pornographic or
indecent, or that contain extreme acts of violence or terrorist activity,
including terror propaganda;
- 2.4.17. advocate bigotry or hatred against any person or group of people
based on their race, religion, ethnicity, sex, gender identity, sexual
preference, disability, or impairment;
- 2.4.18. harass or abuse Private Storage.io personnel or representatives or
agents performing services on behalf of Private Storage.io; or
- 2.4.19. violate the privacy or infringe the rights of others.
2.5. Third-Party Requests.
- 2.5.1. Responsibility. Client is responsible for responding directly
to Third-Party Requests for information about its End Users’ use of the
- 2.5.2. Court Orders. Private Storage.io will make commercially
reasonable efforts, unless we are prohibited from doing so by law or court
order (e.g., an order under 18 U.S.C. § 2705(b)), to (a) promptly notify
Client of Private Storage.io’s receipt of a Third-Party Request; (b)
comply with Client’s commercially reasonable requests regarding its
efforts to oppose a Third-Party Request; and (c) provide Client with
information or tools required for Client to respond to the Third-Party
Request (if Client is otherwise unable to obtain the information). If
Client fails to promptly respond to a Third-Party Request, Private
Storage.io may, but will not be obligated, to do so.
- 2.5.3. Third-Party Services. If Client uses any third-party service in
conjunction with the Services, (a) Private Storage.io will not be
responsible for any act or omission of the third party, including the
third party’s access to or use of Client Data and (b) Private Storage.io
does not warrant or support any service provided by any third party
3. Account Suspension and Termination.
- 3.1. End User Accounts. If an End User (i) violates this Agreement or
(ii) uses the Services in a manner that Private Storage.io reasonably
believes will cause it liability, then Private Storage.io may request that
Customer suspend or terminate the applicable End User account. If Customer
fails to promptly suspend or terminate the End User account, Private
Storage.io may do so at its sole discretion.
- 3.2. Emergencies. Notwithstanding any term in this Agreement, Private
Storage.io may temporarily or permanently suspend the Services in the event
of an Emergency. Private Storage.io will make commercially reasonable
efforts to tailor the suspension as needed to prevent or stop the Emergency.
4. Intellectual Property Rights.
- 4.1. Reservation of Rights. Except as expressly provided, this Agreement
does not grant (i) Private Storage.io any intellectual property rights in
Client content or data, or (ii) Client any intellectual property rights in
the Services or Private Storage.io trademarks and brand features.
- 4.2. Limited Permission. Client grants Private Storage.io only limited
rights that are reasonably necessary for Private Storage.io to offer the
Services. This permission also extends to trusted third parties Private
Storage.io works with to offer the Services (e.g., payment providers, web
- 4.3. Feedback. Private Storage.io may, at its discretion and for any
purpose, use, modify, and incorporate into its products and services any
feedback, comments, or suggestions from Customer or End Users without any
obligation to Client or End Users.
- 4.4. Restricting File Access. Private Storage.io reserves the right to
(temporarily) block and/or remove any file from its servers without warning
and to block anyone from accessing any part of the Services, when Private
Storage.io determines at its sole discretion or after receiving
substantiated and valid complaints about the violation.
- 4.5. Rights Defined. All intellectual property rights and/or similar
rights to the Services, including but not limited to design, logo,
trademarks, domain names, text, software, technical drawings,
configurations, graphics, patents, other files, and their selection and
arrangement, are owned by Private Storage.io or its affiliates and
licensors. The Services and Website are protected by domestic and
international intellectual property laws and treaties, including copyright
laws. No rights are granted to Client hereunder other than as expressly set
5. Fees and Payment.
- 5.1. Fees. Client agrees to pay all applicable fees based on the type of
subscription they select when requested by Private Storage.io, and
authorizes Private Storage.io to charge those fees using Customer’s selected
payment method. All fees charged hereunder are non-refundable except as
required by law. Client is fully responsible for providing complete and
accurate billing and contact information to Private Storage.io or its third
party payment provider. Private Storage.io reserves the right to suspend or
terminate the Services if fees are past due.
- 5.2. AUTOMATIC RENEWALS AND TRIALS. IF CLIENT’S SUBSCRIPTION IS SET TO
AUTOMATICALLY RENEW OR IS IN A TRIAL AND/OR BETA PERIOD, PRIVATE STORAGE.IO
MAY AUTOMATICALLY CHARGE THE CLIENT AT THE END OF THE TRIAL OR FOR THE
RENEWAL, UNLESS CLIENT NOTIFIES PRIVATE STORAGE.IO THAT CUSTOMER WANTS TO
CANCEL. Private Storage.io reserves the right to revise or update its
Service rates, and will provide Client at least ten (10) days notice prior
to any such revisions.
- 5.3. Taxes. Client is responsible for all federal, state, local, and VAT
taxes. Private Storage.io will charge tax when required to do so by state
law. If Client is required by law to withhold any taxes, Client must
provide Private Storage.io with an official tax receipt or other appropriate
6. Term and Termination of Agreement.
7. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PRIVATE STORAGE.IO’S OR
CLIENT’S INDEMNIFICATION OBLIGATIONS, NEITHER CLIENT NOR PRIVATE STORAGE.IO
AND ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE UNDER THIS
AGREEMENT FOR (i) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, OR (ii) LOSS OF USE, DATA, BUSINESS, REVENUES, PROFITS, GOODWILL OR
OTHER INTANGIBLE LOSSES (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE
PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A
REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW,
PRIVATE STORAGE.IO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
THE AMOUNT PAID BY CLIENT FOR THE SERVICES HEREUNDER DURING THE TWELVE (12)
MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
8. Disclaimer of Warranties.
THIS SITE AND THE SERVICES ARE PROVIDED “AS IS” AND ALL USE IS AT YOUR OWN
RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PRIVATE STORAGE.IO DISCLAIMS,
AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND LIABILITIES OF PRIVATE
STORAGE.IO, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR
OTHERWISE, WITH RESPECT TO THIS SITE AND ANY MATERIALS IN THIS SITE AND THE
SERVICES, INCLUDING, BUT NOT LIMITED TO ANY:
- 8.1. IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
- 8.2. IMPLIED WARRANTY OF NON-INFRINGEMENT; AND
- 8.3. CLAIM IN TORT (INCLUDING NEGLIGENCE). WITHOUT LIMITING THE
FOREGOING, YOU ACKNOWLEDGE THAT PRIVATE STORAGE.IO DOES NOT REPRESENT OR
WARRANT THAT THIS SITE OR THE SERVICES WILL BE ACCESSIBLE WITHOUT
INTERRUPTION OR THAT THIS SITE, THE SERVICES, ANY MATERIALS ON THIS SITE, OR
THE SERVERS THAT MAKES THIS SITE AVAILABLE ARE FREE FROM ERRORS, DEFECTS,
DESIGN FLAWS OR OMISSIONS OR FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
9. Export Restrictions.
The export and re-export o* Client Data via the Services may be controlled by
United States export regulations or other applicable restrictions or embargo.
The Services may not be used in Cuba, Iran, North Korea, Sudan, or Syria or
any country that is subject to an embargo by the United States. Client must
not use the Services in violation of any export restriction or embargo by the
United States or any other applicable jurisdiction. Client must ensure that
the Services are not provided to persons on the United States Table of Denial
Orders, the Entity List, or the List of Specially Designated Nationals.
10. Choice of Law and Dispute Resolution.
- 10.1. Choice of Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado, U.S.A. The provisions
of the U.N. Conventions on Contracts for the International Sale of Goods
shall not apply
- 10.2. Agreement to Arbitrate. Client and Private Storage.io agree to
resolve any claims relating to this Agreement or the Services through final
and binding arbitration, except as set forth below. The American Arbitration
Association (AAA) will administer the arbitration under its Commercial
Arbitration Rules. The Parties agree that arbitration will be heard by one
(1) arbitrator and will be held in Denver, Colorado, or any other location
both Parties agree to in Writing.
- 10.3. Arbitration Opt-Out. You may opt out of the agreement to arbitrate
in section 10.2 by notifying Private Storage.io within ninety (90) days of
the date that you agreed to the Agreement by mailing an opt-out notice to
Arbitration Opt-Out, Private Storage.io, LLC, 4643 S. Ulster St. Suite 1120
Denver, CO 80237.
- 10.4. Exception to Agreement to Arbitrate. Notwithstanding the
aforementioned terms, either party may bring a lawsuit in the federal or
state courts of Denver, Colorado solely for injunctive relief to stop
unauthorized use or abuse of the Services or infringement of intellectual
property rights without first engaging in the informal dispute notice
process described above. Both Client and Private Storage.io consent to
venue and personal jurisdiction in that location.
- 10.5. No Class Actions. Client may only resolve disputes with Private
Storage.io on an individual basis and agrees herein that they will not bring
a claim in a class, consolidated, or representative action in any court of
Client will defend us against any claim, demand, suit or proceeding made or
brought against us by a third party alleging that your use of the Services is
in breach of this Agreement, infringes or misappropriates such third party’s
intellectual property rights or violates applicable law, and will indemnify us
from any damages, attorney fees and costs finally awarded against us as a
result of such a claim, or for any amounts paid by us under a settlement
approved by You in writing, of such a claim against us, provided we:
- 11.1. promptly give you written notice of such a claim against us;
- 11.2. give you sole control of the defense and settlement of such a
claim, except that you may not settle any such claim against us unless it
unconditionally releases us of all liability; and
- 11.3. give you all reasonable assistance in the defense of such a claim
against us, at your Expense.
- 12.1. Governing Law. This Agreement is governed by Colorado law except
for its conflicts of law principles.
- 12.2. Severability. Any provision of the Agreement deemed to be
unenforceable will be modified to reflect the parties’ intention and only to
the extent necessary to make it enforceable. The remaining provisions of the
Agreement shall remain in full effect.
- 12.3. Amendments. Private Storage.io may revise this Agreement from time
to time and without notice. The most current version will always be posted
on the Private Storage.io website. By continuing to access or use the
Services after revisions become effective, Client agrees to be bound by the
revised Agreement. If Client does not agree to the revised Agreement terms,
Client may terminate the Services within 30 days of receiving notice of the
- 12.4. Complete Agreement. This Agreement constitutes the entire
agreement between Client and Private Storage.io with respect to the subject
matter of this Agreement and supersedes and replaces any prior or
contemporaneous understandings and agreements, whether written or oral, with
respect to the subject matter of this Agreement.
- 12.5. Notice. Notices must be sent via first class mail, airmail, or
overnight courier, and are deemed given when received. Notices from Private
Storage.io to Client may also be sent to the applicable account email
address and are deemed given when sent. Notices to Private Storage.io must
be sent to Private Storage.io, LLC, Attn: Legal, 4643 S. Ulster St. Suite
1120 Denver, CO 80237.
- 12.6. Relationship of Parties. The Parties agree that Private Storage.io
and Client are separate entities and have otherwise have no legal
partnership or agency.
- 12.7. Force Majeure. Except for payment obligations, neither Private
Storage.io nor Client will be liable for any default or delay in the
performance of any obligations under this Agreement if such default or delay
is caused by a condition beyond the party’s reasonable control (e.g., fire,
natural disaster, act of war or terrorism, riot, labor condition,
governmental action, or internet disturbance).
- 12.8. Waiver. No failure or forbearance on Private Storage.io’s part to
exercise its rights or insist upon performance of your obligations hereunder
is to be construed as a waiver or relinquishment of those or any other
rights or obligations in that or any other instance; rather, the same shall
remain in full force and effect.
- 12.9. Assignment. Client may not assign or transfer this Agreement or
any rights or obligations under this Agreement without Private Storage.io’s
written consent. Private Storage.io may not assign this Agreement without
providing notice to Client, except Private Storage.io may assign this
Agreement or any rights or obligations under this Agreement to an affiliate
or in connection with a merger, acquisition, corporate reorganization, or
sale of all or substantially all of its assets without providing notice. Any
other attempt to transfer or assign is void.
- 12.10. No Third-Party Beneficiaries. There are no third-party
beneficiaries to this Agreement. Without limiting this section, End Users
are not third-party beneficiaries to Client’s rights under this Agreement.