PiKNiK: Terms and Conditions
PIKNIK TERMS & CONDITIONS
These Terms & Conditions (“Terms & Conditions”) are entered into among PiKNiK & Company, Inc., a Delaware corporation or its affiliates, successors and assigns (“we”, “us”, “our”, “PiKNiK”) and you (“you” or “your”) the user of www.piknik.com or www.filecoinmining.com websites, any of their subpages, and all PiKNiK applications, dashboards, consoles or interfaces (collectively, “Site”) and governs your use of the Site and the services we offer (including, without limitation, our “IaaS” offering, “Cloud Compute” service, “End User Data Storage” services or related platforms, “FaaS” offering (formerly known as “MaaS”), “STaaS” offering, “Migrated Miner” service, “PiKNiK Basket” service, “Data Ingestion” service, additional services we offer in the future, and products and all applications providing access, control, notifications or updates relating to same (collectively, the “Services”). Even if you do not subscribe to any Services and only visit the Site, you are still bound by these Terms & Conditions.
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY AS THEY CONTAIN LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF THE SITE AND ANY SERVICES WE PROVIDE.
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Binding Effect.
PiKNiK provides you with access to the Site, the Services and/or other information. This is a binding agreement which, together with any separate agreement between you and us (including, without limitation, our privacy policy available at support.piknik.com (the “Privacy Policy”) and any IaaS Agreement, Cloud Compute Agreement, FaaS Agreement, MaaS Agreement, End User Data Storage Agreement, PiKNiK Basket Agreement, Data Ingestion Agreement, Sales Proposal, Scope of Work, Quote, Order or other written agreements (collectively, “Other Agreements”) that may exist between you and us, each of which is hereby incorporated by reference and made a part of these Terms & Conditions) governs your use of this Site and the Services. To the extent you use the Site or any Services to facilitate other transactions between you and third parties such as your own customers, your own end users, your own data storage customers, network users or others (collectively, “End Users”), these Terms & Conditions shall also govern such End Users’ use of the Site and the Services and you agree to require your End Users to assent to these Terms & Conditions as a condition to any such transactions between you and such End Users that use or rely on, directly or indirectly, our Services. By accessing or using the Site or Services, you agree to abide by these Terms & Conditions as they may be amended from time to time. It is your responsibility to review these Terms & Conditions each time you access the Site or use the Services and if at any time you find these Terms & Conditions unacceptable, you must immediately leave the Site and cease all use of the Services. Without limiting the effectiveness of the foregoing, in the event of certain changes to these Terms & Conditions, you may be required to assent to a new version of these Terms & Conditions, and you may be notified by email if we have your email address. If any modification is unacceptable, you should terminate your use of the Site and Services by providing a written termination notice to us at support@piknik.com in accordance with any Other Agreement that exists between you and us (if any). Your further use of the Site or the Services will be considered as acceptance of these Terms & Conditions and the Privacy Policy as the same may be amended and revised. Specific areas or pages of our Site may include additional or different terms relating to the purchase or use of our Services.
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Qualifications; Compliance with Applicable Law.
You must be at least eighteen (18) years old to use the Site and the Services. You represent that you are of legal age to form a binding contract. Your use of the Site and Services (and your End Users’ use of the Site and Services) are subject to all applicable federal, state and local laws and regulations. You represent and warrant that neither you nor your End Users will violate applicable law with respect to use of the Services, use of the Site, performance of Deals, storage or conversion of data with or through us, the content of data stored or converted with or through us or the like. You represent that all information you have submitted to PiKNiK, online or otherwise, is accurate and complete, and that you have not submitted false information on or through the Site. If you are agreeing to these Terms & Conditions on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms & Conditions on that organization or entity’s behalf and bind them to these Terms & Conditions.
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Contact.
By providing your Personally Identifiable Information (as defined below) to PiKNiK, you are consenting to be contacted by PiKNiK or its affiliates by telephone, text message, email, text, mail or other methods of electronic communication based on the information you provided to us, even if you have opted into the National Do Not Call List administered by the Federal Trade Commission or any state equivalent Do Not Call List. You may have the opportunity to give us contact information of other individuals that you would like to receive notifications relating to our Services that you use. Such additional individuals may be required to assent to the terms of these Terms & Conditions and the Privacy Policy. If you no longer want to receive communications from us or an affiliate, you must notify us directly at support@piknik.com. As used herein, “Personally Identifiable Information” includes, but is not limited to, your name, address, phone number, fax number, email address and credit card information. Notwithstanding the above, Personally Identifiable Information does not include information that is collected anonymously (i.e., without identification of the individual user) or demographic or use information not connected to an identified individual.
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Identity Verification; User Account.
User verification on the internet is difficult and we cannot and do not confirm each user’s purported identity. We may now or in the future allow you to maintain an account (“User Account”) to facilitate your transactions on or through the Site or as a condition to receive our Services. If you register for a User Account, you are responsible to maintain your account information, password, Private Key(s), Wallet(s) or any similar items (as applicable, based on the specific services we provide you) with care to avoid inadvertent disclosure or unauthorized use. You must promptly notify us at support@piknik.com if your User Account or any component thereof (e.g., password, Private Key(s), Wallet(s) or any similar items) is lost, stolen, used without permission or becomes known to an unauthorized person. In such case, PiKNiK will undertake commercially reasonable efforts to mitigate potential misuse of your User Account including, without limitation, locking your User Account, resetting your User Account and/or generating a new User Account for you. You are responsible for all uses of your User Account, whether or not authorized by you. You may not use the User Account of anyone else at any time. You acknowledge that PiKNiK and its shareholders, members, managers, directors, officers, employees, contractors, representatives, agents and affiliates will have no liability to you for any unauthorized transaction made on or through your User Account. Further, we may suspend or cancel your User Account or your access to the Site at any time even without receiving notice from you if we suspect that your User Account is being used in an unauthorized, unlawful or fraudulent manner.
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Glossary of Certain Key Terms Relevant to Services.
Set forth below are definitions of certain key terms that are relevant to the Site, certain of the Services and these Terms & Conditions. For avoidance of doubt, some or all the key terms defined below may not be applicable to you depending on the type of Services that we are providing to you. If definitions of the key terms set forth below conflict with the definitions of the same or similar terms as set forth in the main Filecoin Network, then the definitions set forth below shall prevail.
“Filecoin Network” is a network comprised of Miners and End Users who make Deals and contribute to maintaining the Filecoin blockchain, obtaining storage services and receiving rewards in the process.
“Miner” is a participant on the public Filecoin Network used to complete work to advance the Filecoin blockchain and maintain its validity. A PiKNiK Miner is a storage Miner that is able to contribute committed space to the Filecoin Network, or to immediately store an End User’s data, as an online storage provider. A Miner has the potential to earn Block Rewards. By way of providing the Services to you, PiKNiK grants you limited access to and limited control over a Miner (subject to these Terms & Conditions and any separate agreement(s) between you and PiKNiK, such as the Privacy Policy and any Other Agreements).
“Sector” is the utmost basic unit of storage on the Filecoin Network which has a finite lifespan.
“Block Reward” is a type of income for Miners on the Filecoin Network granted based on their Power. The Block Reward is distributed as Filecoin (“FIL”) cryptocurrency tokens and is subject to changes in its distribution mechanism as controlled by all members of the Filecoin Network. At this time, 25% of the total amount of any Block Reward is immediately released to the Miner and the remaining 75% of any Block Reward is released to the Miner in equal installments over the course of a 180-day linear vesting period. This mechanism is out of the control of PiKNiK.
“Committed Capacity” refers to empty storage Sectors that a Miner has prepared for future storage usability on the Filecoin Network, including backing that space with Collateral.
“Power” is the amount of Committed Capacity and actually stored End User data that determines the likelihood that the Miner will earn a Block Reward.
“Collateral” is cryptocurrency funds in the form FIL that you deposit in the Wallet(s) in connection with your Miner’s Committed Capacity or actual data from storage Deals with End Users. There are three types of Collateral that each implicate different rights and responsibilities, as set forth below.
“Pledged Collateral” is a certain amount of FIL that you must Pledge to provide initial Collateral for empty Committed Capacity Sectors, which act as protection for these Sectors in the event of Slashes, early Faults, penalties and fees, as well as Committed Capacity that brings in Block Rewards for you.
“Block Reward as Collateral” refers to the concept that you may choose to use Block Reward as further Pledged Collateral. This creates a lower barrier to entry for you by requiring a smaller initial Pledge amount.
“Storage Deal Collateral” refers to the concept that, when an End User pays you for a storage Deal, you may choose to use the FIL payment that you receive from such End User as further Pledged Collateral. Storage Deal Collateral will be returned to you when the Deals are completed, which is also known as Sector expiration.
“Pledge” is the process by which a Miner commits Collateral for a Sector that is either Committed Capacity or actually storing End User data.
“Wallet(s)” refers to (an) account(s) that must be established in order to participate on or in the Filecoin Network (including, without limitation, via a Miner). In connection with the Services, we may assign a Wallet(s) to you and, if we do, we may have exclusive rights of access and/or control to such Wallet(s).
“Deals” are the core function of the Filecoin Network, and represent an agreement made between an End User and a Miner, pursuant to which a Miner provides data storage service to the End User and, in turn, the End User may provide payment to the Miner.
“Slash” refers to the concept that, throughout the lifecycle of Committed Capacity or lifespan of a Deal, the Miner submits ongoing proofs to the blockchain that prove that such Committed Capacity or data are truly stored in good faith. If a proof is missing or delayed, the Miner is penalized by the blockchain in the form of penalty deduction, known as a “Slash”, levied against the Miner’s Balance. PiKNiK is not responsible for any Slashes, regardless of the cause.
“Balance” is the total amount of FIL across all Wallet(s).
“Fault” is the concept of a Sector that has not successfully passed a storage audit that is autonomously conducted by the Filecoin Network, in which the given Miner’s Power is decremented until such time that the Sector does successfully pass the subsequent storage audit (WindowPoST). PiKNiK is not responsible for any Faults, regardless of the cause.
“Private Key(s)” refers to a password that allows you to access the Wallet(s) assigned to your Miner.
“WindowPoST” is a computationally intensive process that involves the Filecoin hashing algorithm, Proof of Space Time, to prove that the Miner has maintained its Sectors and which is conducted daily for the life of a Miner’s Sector(s) in exchange for the Miner’s next day’s storage Power. PiKNiK is not responsible for the outcome of any WindowPoST, regardless of the cause.
“WinningPoST” is a rapid computational process that involves the Filecoin hashing algorithm, Proof of Space Time, to prove that the Miner has maintained its Sectors, when chosen by the Filecoin Network for a Block Reward. PiKNiK is not responsible for the outcome of any WinningPoST, regardless of the cause.
“Worker Cluster” refers to the compute cluster owned by PiKNiK to conduct the Sealing of Sectors.
“Gas” is the cost of transmitting a Message on the Filecoin Network in FIL, charged to the Miner, in accordance with several network utilization variables, such as Base Fee, as determined at the time of transaction by the Filecoin Network. These variables are not in the control of any one participant in the Filecoin Network, and therefore Gas is impossible to predict. PiKNiK is not responsible for any Gas spent by your Miner during the rendering of our Services.
“Message” refers to any transmission that occurs on the Filecoin Network, including but limited to, requesting permission from the Filecoin Network to Pledge a sector, sending FIL tokens to and from wallets, or other transactions, all of which are subject to Gas fees.
“Base Fee” is one of the several network utilization variables that is most popularly used by the Filecoin community as a proxy for network congestion, and therefore an estimator of Gas costs, prior to attempting any transmission on the Filecoin Network. This variable is not in the control of any one participant in the Filecoin Network. PiKNiK is not responsible for any Gas spent by your Miner during the rendering of our Services to you.
“Seal” is the process of onboarding Sectors to the Filecoin Network using the Filecoin hashing algorithm, Proof of Replication.
The provisions in this Section pertain only to our “FaaS” (Filecoin-as-a-Service) or “MaaS” (Mining-as-a-Service) offerings.
Scope
If you have subscribed to our FaaS or MaaS Service, then as part of such Service we provide you with the use of a Miner such that you can use our server hardware to Seal data and increase your Storage Power using Pledged Collateral that you provide, subject to the further conditions set forth in any Other Agreement between you and us. All of the Miner’s hardware is hosted in a professional-grade data center environment. An example hardware specification for the Miner and its storage are listed below:
- AMD Epyc Rome CPU
- Nvidia RTX 3090
- Error Correcting RAM
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Hard Drive Storage Arrays
- Dual PSU and A+B Power
Data Sealing
If you are using the FaaS or MaaS Service, then your Miner uses the PiKNiK Worker Cluster to Pledge and Seal Sectors in the form of Committed Capacity. This extraordinarily costly computation enables you to increase your network storage Power, which then increases your odds of winning a Block Reward from the Filecoin Network. Committed Capacity enables you to create storage Deals, inside such Committed Capacity, with End Users. Sectors have limited lifespans: Committed Capacity Sectors may last up to 540 days and Sectors with active storage Deals can last between 180 and 540 days. A Sector will expire at the end of its lifespan, and the Miner will no longer have the network storage Power associated with that Sector. In order to regain lost network Power, the Miner must Pledge and Seal new Sectors, for which you must utilize the PiKNiK Worker Cluster again.
Voting on the Blockchain
We will use reasonable efforts to enable you to vote on the Filecoin blockchain. There is no guarantee, however, that you will receive voting rights in connection with your use of the Services. Despite providing you access to add blocks to the blockchain through mining, we reserve all rights to maintain a 100% voting privilege. If we provide notice to you of the opportunity to vote and you fail to respond or vote within 24 hours of such notice, then we may vote on your behalf. You will be contacted by, and expected to respond to, support@piknik.com.
FIL Transfers
Transfers of FIL from the Wallet(s) to other destinations shall be governed by separate written agreements between you and PiKNiK (including, without limitation, a separate FaaS Agreement or MaaS Agreement).
Our Responsibilities
In connection with providing FaaS or MaaS Service, we will do the following:
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Utilize enterprise and prosumer hardware, uninterrupted power supplies, and diesel generation, for backup, at professional data center(s) to provide professionally maintained Filecoin mining Service(s). We will use commercially reasonable efforts to provide the maximum possible uptime for the Services. However, unforeseeable events beyond our reasonable control could result in damage to your Miner(s) and to Service uptime which may have material financial consequences for both us and you. We undertake commercially reasonable efforts to provide you with geographically remote data backup. There is no guarantee of backup given the logistical nature of deploying hardware across different geographies and internet data transfer latency. We reserve the right to refuse to provide the Services to you under any circumstance without the need to provide any reason(s).
- Should we become aware of a material issue with your Miner, we will notify you as soon as reasonably possible and put forth our commercially reasonable efforts to resolve the issue.
Your Responsibilities
In connection with your use of the FaaS or MaaS Service, you have the responsibilities set forth below. Any failure to satisfy such responsibilities shall be deemed a breach of these Terms & Conditions by you:
- You will be assigned and responsible for your own Miner’s Wallet(s) and Private Key(s). You are responsible for depositing Collateral (in FIL) to be stored on your Miner’s Wallet(s) for your Miner to begin activities on the Filecoin Network.
- You are responsible for monitoring the activities of your Miner per statistics made available on your PiKNiK user portal.
- You will take full responsibility for any and all Faults, Slashes, penalties or other fees incurred by your Miner, as ascribed by the Filecoin Network, notwithstanding commercially reasonable efforts by PiKNiK to prevent any such Faults, Slashes, penalties or other fees from being incurred. You acknowledge the risk involved with the overall Filecoin mining process and in using the Services to aid the storage services that you choose to provide to your End Users.
- You will take full responsibility for any damages to or claims by your End Users that arise out of or relate to the Services, your Miner or the services that you provide to your End Users. PiKNiK shall not be responsible for any data breaches, security breaches, cyberattacks, loss of data, hacks, network downtime or the like. We recommend you work with qualified legal counsel to develop a “Terms of Use”, “Terms of Service”, “Terms & Conditions” or other similar written framework to govern your relationship with your End Users, which may include your respective rights and responsibilities, the extent of limitation of any warranties, limitations of liability, dispute resolution and many other customary terms and conditions. Otherwise, you may be subject to claims by your End Users against you.
- You will take sole responsibility for any products or services you provide to your End Users using our Services.
- You will ensure your Miner maintains good standing with the Filecoin Network, including recovering any negative Balances in your Wallet(s) or paying network-ascribed Faults, Slashes, penalties or other fees, even if the cause of such negative Balance, Faults, Slashes, penalties or other fees is due to PiKNiK. PiKNiK shall have no liability for any such negative Balance, Faults, Slashes, penalties or other fees, regardless of the reason. Furthermore, you acknowledge there is no guarantee by PiKNiK with regard to any aspect of the Miner Wallet(s), which is offered on an “as-is” basis to you.
- You acknowledge and accept the price volatility risk involved when participating within cryptocurrency networks and you are prepared to absorb any losses that you may incur arising out of or relating to the Services.
Actions We May Do On Your Behalf
By using the FaaS or MaaS Service, you authorize us to do any of the following without prior consent from you:
- Restart your Miner.
- Remove any Sectors without an explanation and this includes both your Sectors and End User Sectors.
- Upgrade, change or downgrade the Services (including, without limitation, any hardware and/or software related thereto) as necessary to improve the likelihood of a Miner’s Sealing success.
- Terminate your User Account in the event of your uncured breach of these Terms & Conditions or any Other Agreement between you and us.
- Halt your connection to the PiKNiK Worker Cluster.
- Cease pending or underway Sealing activities.
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IaaS Services.
Additional terms and conditions pertaining to our IaaS (Infrastructure-as-a-Service) Services and/or Cloud Compute Services may be found in an IaaS Agreement, Cloud Compute Agreement, and Other Agreements between you and us.
Additional terms and conditions pertaining to our data storage Services may be found in an End User Data Storage Agreement, Quote, Sales Proposal, Scope of Work, and Other Agreements between you and us.
Additional terms and conditions pertaining to our PiKNiK Basket Services may be found in Other Agreements between you and us.
Additional terms and conditions pertaining to our Data Ingestion Services may be found Other Agreements between you and us.
In connection with your use of any and all Services, you have the responsibilities set forth below. Any failure to satisfy such responsibilities shall be deemed a breach of these Terms & Conditions by you:
- You are responsible for making timely payments to PiKNiK by the applicable due dates.
- You agree to have your data collected by the Services, the Site, related applications and future mediums used to interface with us.
- You will fully adhere to these Terms & Conditions and any separate agreement(s) between you and PiKNiK, such as the Privacy Policy or any Other Agreement, and any future changes, updates or amendments to these Terms & Conditions or any separate agreement(s) between you and PiKNiK in order to continue use of the Services.
To use the Services, you may be required to execute other agreements with us, as we determine in our sole discretion, including, but not limited to, a nondisclosure agreement and/or Other Agreements. If you are using the FaaS or MaaS Service then, after all such agreements are executed by you and by us, it will take on average 7-10 days, but may take longer, subject to availability and the length of our waitlists, for us to prepare your Miner and the credentials for your User Account. We will notify you when your Miner and User Account are ready for use.
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Downtime; Technical Support and Issue Resolution.
You acknowledge that the Site and/or the Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by us or by third party service providers, or due to other causes beyond our reasonable control. Where reasonably possible, we shall use reasonable efforts to provide you with advance written notice via e-mail as pertains to any scheduled service disruption. We will not be liable if for any reason the Services, Site or any portion thereof are unavailable at any time or for any period.
If you need technical support or have an issue that needs resolution with respect to the Services, please initiate a support request by messaging support@piknik.com. We typically respond to support requests within 3-4 business hours from a 10am to 12am Pacific Time working schedule, but you should expect up to a 24-hour waiting period for a support request response. We also provide faster communication through Slack as a courtesy. However, if you mark the support request as “URGENT SUPPORT REQUEST” in the subject line of your email, our support team will put forth commercially reasonable efforts to respond faster.
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Third Parties.
We do not endorse and have no liability for any third-party websites, third-party materials, third-party websites or third-party products or services. As part of the Services, we may resell third-party products or services to you or subcontract to third parties. We disclaim any representations regarding the content or performance of third-party products or services or accuracy of materials on third-party websites and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content from third parties. All third-party content, products or services are subject to additional terms and conditions that accompany or govern such third-party content, products or services. If you decide to access linked third-party websites, you do so at your own risk and your use of those websites is also governed by their terms and conditions. We reserve the right to revoke any link to a third-party website at any time in its sole discretion.
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Intellectual Property; Access; Alleged Violations and Reporting.
Your use of the Services and the Site are at all times governed by and subject to laws regarding use of intellectual property. Any Data that we create and provide on the Site is protected under applicable U.S. and international copyright, trademark, patent and other intellectual property laws. All intellectual property rights in and to the Services and Site shall remain our sole and exclusive property. Nothing in these Terms & Conditions shall grant you or your End Users ownership in any intellectual property contained in the Site or the Services. “Filecoin” is a registered trademark owned by another party with whom we are unaffiliated. Any reference to “Filecoin” in these Terms & Conditions, any other agreement between us, on the Site or though the Services is not intended to imply any endorsement or sponsorship by the owner of the “Filecoin” trademark of us, the Site or the Services. You agree not to store through the Services, upload, download, display, perform, transmit or otherwise distribute any graphics, images, videos, audio, designs, compilations, information, data or other content (collectively, “Data”) in violation of any third party’s copyrights, trademarks, patents or other intellectual property rights, proprietary rights or data privacy laws and regulations. You shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights caused by any Data you or your End Users provide, compute, process, store, convert or transmit. You and your End Users grant us (and our affiliates and vendors) all licenses and rights to any Data provided by you or your End Users that may be needed for us to provide the Services and Site to you and/or your End Users including, without limitation, as it relates to our storing, hosting, copying, converting, reformatting, encrypting, transferring, processing, computing, and/or backing up any Data. For avoidance of doubt, if you are using our IaaS, Cloud Compute, data storage, PiKNiK Basket, Data Ingestion, or Cloud Compute Services and you or your End Users provide any Data to us, then you acknowledge, agree and grant us a license to process, compute, transfer, convert, reformat, and/or make copies of such Data and to work with third parties to process, compute, transfer, convert, reformat, and/or store such Data, to the extent required for us to provide the applicable Services to you. The burden of proving that any Data does not violate any laws or third-party rights rests solely with you. To the extent needed to comply with applicable law, to protect against harm to others or to mitigate against other risks we deem unacceptable to us, we reserve the right to review, transfer, disable access to and/or delete any Data provided by you or your End Users. You further agree that we or our representatives may access your User Account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, unlawful conduct, or for other matters for which we deem access is necessary in its sole discretion. We do not intend to disclose the existence or occurrence of such an investigation unless required by law, but we reserve the right to temporarily or permanently terminate your User Account or your access to the Site immediately, with or without notice to you, for any reason in our discretion including, without limitation, if we believe that you have violated these Terms & Conditions, furnished us with false or misleading information, or interfered with use of the Site or the Service by others. For reports or complaints regarding unlawful or infringing Data or improper use of the Services or Site, please email support@piknik.com.
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Operation and Acceptable Use Policy; Violations.
You and your End Users shall not use the Site, the Filecoin Network, or the Services in any manner that violates any applicable laws, rules or regulations, or any public or private policy (including such policies of third parties) of use, including but not limited to, these Terms & Conditions, the Privacy Policy, and any of the Other Agreements (collectively, a “Violation”) including but not limited to, intellectual property, personal property, and/or privacy Violations, any Violation of export control laws, or Violations involving phishing, pharming, or spamming activities. In addition, and without limiting the foregoing, a Violation includes, but is not limited to, any unauthorized hacking, access, or use of non-public areas of the Site, the Filecoin Network, or the Services, or any unauthorized probing, port scanning, penetration testing, network monitoring, packet capture, spoofing (including, but not limited to, DNS spoofing), flooding, Denial of Service (“DoS”) attacks, and/or distribution of data (including, but not limited to, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code) in connection with you and/or your End Users’ use or operation of the Site, the Filecoin Network, or the Services. Such Violation shall also include, but shall not be limited to, (i) any operation or use of open proxies, open mail relays, or open recursive domain name servers, or other similar services, (ii) any operation or use of the Site, the Filecoin Network or the Services that is beyond commercially reasonable limits or that otherwise negatively impacts PiKNiK’s ability to provide the Services or maintain the Site, (iii) any use of the Services to store, convert, process, compute, convert or reformat Data that is immoral or unethical or (iv) any operation or use of the Site, the Filecoin Network, or the Services that directly or indirectly results in sharing, publishing, or distributing content from the Site, the Filecoin Network, or the Services, that causes, or has the consequence of causing, the user of the content or any third party to commit a Violation.
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Reservation of Rights.
In addition to all other reservations of rights herein, we reserve the right to investigate any suspected Violation or anticipated future Violation by you or any End User and we may, in our sole discretion, suspend you or your End Users’ use, operation, and/or access to the Site, the Filecoin Network, or the Services if we suspect you or your End Users to be engaged in, or in any way connected to, any Violation, data breach or breach of Personally Identifiable Information or other sensitive information (each a “Breach”), and we may report to any government agency, law enforcement official, or effected third parties (as applicable) any activity or occurrence that we suspect constitutes a Violation or a Breach. At any time, we, in our sole discretion and without prior notice, may intercept, modify, suspend, or block any content, traffic, operation, or use of any user on the Site, the Filecoin Network, and/or the Services that we suspect is, or may become, a Violation or a Breach or might otherwise be harmful to us or any third party. We are not responsible for any harm resulting from you or your End Users’ use or operation (or alternatively your inability to use, operate, or access) the Site, the Filecoin Network, or the Services, regardless of whether such use or operation (or such inability to use, operate, or access) is connected to a Violation or a Breach. For avoidance of doubt, any rights reserved or otherwise conferred to us under these Terms & Conditions, the Privacy Policy, or the Other Agreements shall not operate as a reservation or conferring of any obligation in conjunction therewith, except to the extent that the obligation is specifically included with the right so being reserved or conferred.
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Modification of Services; Additional Terms and Conditions.
We are always trying to improve the Services and the Site, so these Terms & Conditions may change over time. We may, in our sole discretion, modify or discontinue any of the Services, or any portion thereof, following written notice to you. You agree that we will not be liable to you, your End Users or any third party for any modification or discontinuance of any of the Services or Site. Similarly, we reserve the right to remove any content from our Site at any time, for any reason, in our sole discretion, without notice. Please be aware we reserve the right at our discretion to amend or make changes to these Terms & Conditions or the Privacy Policy at any time, and all such amendments or changes may be immediately applicable. Your continued use of our Site or Services following the posting of amendments or changes to these Terms & Conditions or the Privacy Policy (or notice to you that changes have been made to these Terms & Conditions or the Privacy Policy) will mean you accept those changes. We encourage you to review these Terms & Conditions and the Privacy Policy each time you visit the Site or use the Services. You should also inform your End Users about these Terms & Conditions, the Privacy Policy and the rights and obligations set forth in any separate agreement between you and us (including, without limitation, any Other Agreement). Without limiting the effectiveness of the foregoing, in the event of certain changes to these Terms & Conditions or Privacy Policy, you may also be required to assent to the new terms, and you may also be notified by email if we have your email address. If any modification is unacceptable, you should stop using the Site and the Services. The parties acknowledge that these Terms & Conditions do not grant any rights to or confer any benefit on any third party (including, without limitation, any End User) and that no third party shall be entitled to enforce any provision of these Terms & Conditions.
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Automatic Renewal Fees.
Some Services available through or in connection with this Site require that you purchase a subscription or otherwise pay a fee. BY SIGNING UP FOR SERVICES THAT REQUIRE PAYMENT, YOU AUTHORIZE PIKNIK TO CHARGE YOUR WALLET(S), DEBIT OR CREDIT CARD OR OTHER PAYMENT ACCOUNT(S) THE FEES ASSOCIATED WITH THE SERVICES YOU SELECTED, AND YOU ACKNOWLEDGE AND AGREE THAT PIKNIK WILL NOT OBTAIN ADDITIONAL AUTHORIZATION FROM YOU FOR EACH RECURRING FEE CHARGED TO YOUR WALLET(S), DEBIT OR CREDIT CARD OR OTHER PAYMENT ACCOUNT(S). YOU ARE SOLELY RESPONSIBLE FOR ALL CHARGES, FAULTS, FEES, SLASHES, PENALTIES, DUTIES, TAXES, CLAIMS (INCLUDING, WITHOUT LIMITATION, CLAIMS BY YOUR END USERS) AND ASSESSMENTS ARISING OUT OF THE SERVICES, THE SITE OR ANY USE OF YOUR USER ACCOUNT BY YOU OR ANYONE ELSE USING YOUR USER ACCOUNT. IN ADDITION, YOU AGREE THAT PIKNIK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY OVERDRAFT CHARGES OR FEES WHICH YOU MIGHT INCUR AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT IF YOU PURCHASE SERVICES, THIS CONSUMER TRANSACTION INVOLVES A NEGATIVE OPTION, AND YOU MAY BE LIABLE FOR PAYMENT OF FUTURE GOODS AND SERVICES UNDER THESE TERMS IF YOU FAIL TO NOTIFY PIKNIK NOT TO SUPPLY THE SERVICES DESCRIBED. IF YOU HAVE A BALANCE DUE ON ANY ACCOUNT, YOU AGREE THAT PIKNIK CAN CHARGE THESE UNPAID FEES TO YOUR WALLET(S), DEBIT CARD OR CREDIT CARD OR OTHER PAYMENT ACCOUNT(S) ON FILE WITH PIKNIK.
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Taxes and Expenses.
If you pay us fees in connection with the Services we provide to you, all such fees are exclusive of any and all applicable taxes, customs, duties, expenses, fees and other charges imposed by any governmental authority (“Taxes and Expenses”), all of which shall be your sole responsibility. For avoidance of doubt, it is possible that your use of the Services (e.g., to provide data storage to your End Users in exchange for payment) may result in you owing Taxes and Expenses to others. You must determine whether any such Taxes and Expenses arise and, if they do, you must timely pay them to the appropriate party.
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Severability.
If any provision of these Terms & Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms & Conditions and shall not affect the validity and enforceability of any remaining provisions. Our failure to enforce any provision of these Terms & Conditions shall not be deemed a waiver of such provision nor the right to enforce such provision.
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Assignment.
You shall not assign or otherwise transfer your rights or delegate your duties under these Terms & Conditions without the express written consent of PiKNiK, which may be withheld in PiKNiK’s sole and absolute discretion. PiKNiK, in its sole and absolute discretion and without your consent, may assign or otherwise transfer its rights or delegate its duties under these Terms & Conditions.
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Disclaimer of Warranties; Assumption of Risk.
THE SITE AND THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THEIR CONTENT, FUNCTIONS, AND MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY STATED HEREIN, PIKNIK DISCLAIMS ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY OF INFORMATION OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE AND PRACTICE. We will use commercially reasonable efforts to mitigate loss or damage to any Data you or your End Users provide to us, however, we cannot and do not guarantee any such Data will be free from damage or loss (including, without limitation during transfer of the Data to or from us, our storage of Data, or during our conversion or reformatting of the Data). You, on behalf of yourself and your End Users, assume and accept any and all risk and potential loss arising out of or related to power outages, internet disconnection, cyber-attacks, viruses or other harmful components that may infect or cause harm, data loss, hacks, damage to Data while being processed, computed, converted, reformatted, stored, shipped, or transferred, errors or malfunctions with the Site, the Filecoin Network, or any Services, equipment downtime, equipment malfunction, equipment failure and the like. If you are dissatisfied with the Site, the Filecoin Network, or any Services, your sole remedy is to discontinue using the Site, Filecoin Network, or such Services.
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Governing Law; Dispute Resolution.
These Terms & Conditions shall be governed, construed and interpreted in accordance with the laws of the State of California without regard to its choice of law provisions or policies. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms & Conditions. Any dispute, controversy or claim arising out of or relating to these Terms & Conditions or the breach or termination hereof shall be settled by binding arbitration by JAMS in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”). The arbitration shall be heard by one arbitrator selected in accordance with the Rules, with venue in San Diego County, California. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. Both parties waive the right, if any, to any claim that these Terms & Conditions, or any part hereof, is invalid, illegal or otherwise voidable or void. The arbitrator shall make his or her award no later than thirty (30) calendar days after the close of evidence or the submission of final briefs, whichever occurs later and shall deliver to the parties a reasoned opinion detailing the facts and rationale supporting the award. The decision of the arbitrator(s) shall be final and binding on all parties. Notwithstanding the foregoing, each Party waives the right to arbitrate any dispute as a class action, either as a member or a representative. Class arbitration (including the presiding over any form of a representative or class proceeding) and the consolidation of claims made by more than one plaintiff are both expressly prohibited. The Parties hereby agree to arbitrate any dispute solely on an individual basis. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS & CONDITIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS & CONDITIONS OR THE TRANSACTIONS CONTEMPLATED BY THESE TERMS & CONDITIONS. Notwithstanding anything to the contrary, if either party desires to seek injunctive or other equitable relief that does not involve the payment of money, then those claims shall be brought in a state or federal court located in San Diego County, California, and the parties hereby irrevocably and unconditionally consent to personal jurisdiction of such courts and venue in San Diego County, California in any such action for injunctive relief or equitable relief.
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Acknowledgment.
THESE TERMS & CONDITIONS (AND THOSE ADDITIONAL TERMS AND CONDITIONS REFERENCED HEREIN) TOGETHER WITH OTHER AGREEMENTS ENTERED INTO BY THE PARTIES (SUCH AS THE PRIVACY POLICY AND ANY OTHER AGREEMENTS), IF ANY, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. BY USING THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND, ON BEHALF OF YOURSELF AND ANY END USERS, AGREE TO BE BOUND BY THEM.
If you have any questions regarding these Terms & Conditions, please contact us at our email address: support@piknik.com.