Terms of Service

 IMPOSSIBLE CLOUD GMBH TERMS OF SERVICE

These Impossible Cloud GmbH Terms of Service (the “Agreement”) constitute a legal agreement between you or the entity you represent (“Customer,” “Subscriber,” “You,” or “Your”) and Impossible Cloud GmbH, including its parent, subsidiaries, affiliates, directors, officers, employees, agents, licensees, and employees (“Company,” “Us,” “We,” or “Our”). This Agreement governs the terms of your use of the Storage Services.

The Agreement incorporates by reference the Data Processing Agreement, Privacy Policy, and Acceptable Use Policy. By accepting the terms, either by clicking to signify acceptance, setting up a Customer Account, or using the Storage Services, you agree to be bound by its provisions. You also represent and warrant that you have the authority to enter into this Agreement on the Customer’s behalf.

Important Considerations:

• Read carefully: It is crucial to read the terms carefully to ensure understanding of each provision.
• Binding Arbitration and Waiver of Class Action Rights: This Agreement contains provisions requiring the use of individual arbitration to resolve disputes.
• Do not use if you disagree: If you do not agree to the terms, you should not access or use the Storage Services.
• No Guarantee of Availability: There is no guarantee that any materials stored via the Storage Services will be available on demand or retrievable at any time.
• Customer Responsibility for Backups: You are solely responsible for maintaining backup copies of all Storage Materials at all times.
• Company Not Responsible for Loss/Damage: Impossible Cloud is not responsible for any loss or damage to Storage Materials.

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below:

• Bandwidth: Upload and download network service for transferring Storage Materials between the storage node and the online storage sharing services provided by the Company via the Storage Network.
• Business Day: A working day, Monday through Friday, excluding weekends and relevant bank holidays.
• Custom Development: Custom software or products designed to interact with the Storage Services or Storage Nodes developed:
  
  • By Customer, with or without Company’s assistance, using application programming interfaces (APIs) or other development tools.
  • By Company for the benefit of Customers.
• Customer Agreement: A separately executed agreement between Company and Customer relating to the Storage Services.
• Customer Application: Any web, mobile, or other application developed by Customer using the Storage Services or Storage Nodes, including any source code written by Customer.
• Customer Cause: Any of the following causes of an Error:
  
  • Any negligent or improper use (including improper installation, configuration or implementation), misapplication, misuse or abuse of, or damage to, Storage Services, Customer Application, or Storage Nodes by Customer or its Representatives.
  • Any maintenance, update, improvement or other modification to or alteration of Storage Services, Storage Nodes or the Open Source Software by Customer or its Representatives that were not specifically authorized in writing by Company.
  • Any use of the Storage Services or Storage Nodes by Customer or its Representatives in a manner inconsistent with the then-current Documentation.
  • Any use by Customer or their Representatives of any Third-party Products that Company has not provided to Customer.
  • Any use by Customer or their Representatives of a version of the Storage Services or Storage Nodes that is earlier than the Supported Software Versions.
  • Any Error caused by Customer Systems.
  • Any Error related to Out-of-Scope Services not covered by this Agreement.
• Customer Systems: Customer’s information technology infrastructure, including Customer's computers, software, databases, electronic systems (including database management systems) and networks.
• Device: An independently operated computer or other electronic data storage device meeting all technical and other requirements set forth in this Agreement.
• Documentation: Information that describes the Storage Services, provides instructions or recommendations related to their configuration and/or use, or otherwise informs Customers of their intended use, including content provided directly to Customer or published at https://docs.impossiblecloud.com.
• Edge Services: Service provided by Company to Customers via the Storage Network for the transfer of Storage Materials between a Customer Application, a distributed network of Storage Nodes, and one or more locations operated by Company or third parties that independently operate Open Source Software to facilitate storage and retrieval of Storage Materials providing S3 compatibility and publicly-available data sharing services, including server-side encryption. The three subcomponents are:
  
  • S3 Compatible Gateway: A globally distributed, multi-region cloud-hosted S3-compatible gateway service operated by the Company.
  • Linkshare Service: A globally distributed, multi-region cloud-hosted gateway for standard HTTP requests, for sharing objects with users via a web browser operated by Company.
  • Auth Service: A globally distributed, multi-region, cloud-hosted service operated by Company to store access credentials for use with the S3 Compatible Gateway or Linkshare Service.
• End Users or Customer’s End Users: The End Users of Custom Development, Customer Systems, Third-party Products, or Customer Applications. Customer is solely responsible for all matters relating to Customer’s End Users, including registration, billing, collections, and support. Company has no responsibility or liability in connection with Customer’s End Users.
• Error: With respect to any Storage Services or Storage Nodes, any reproducible failure of the Storage Services or Storage Nodes to operate in all material respects in accordance with the then-current Documentation, including any problem, failure or error referred to in the Severity Level Table.
• Force Majeure Event: Any unavailability caused by circumstances beyond Company’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Company employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Company’s possession or reasonable control, and denial of service attacks.
• Major Release: A new release of the Software indicated by a change to the number to the left of the decimal point in the version number (e.g., Version 2.1 upgraded to Version 3.0).
• NodeID: A unique code generated when a Storage Node is verified during setup and configuration of the Storage Node Software for a Device to communicate with the Storage Services.
• Open Source Software: Any open source software made available or used by Company pursuant to the terms of its associated open source license.
• Out-of-scope Services: Any of the following:
  
  • Unless agreed otherwise in writing, any services requested by Customer for Custom Development, Customer Systems, or Third-party Products.
  • Any services requested by Customer in connection with any apparent Error determined by Company to have been caused by a Customer Cause.
  • Any other services that Customer and Company may agree in writing are not included in the Support Services.
  • Any loss of an encryption key or encryption key seed.
• Representative: Any employee or contractor of Customer, or any employee or contractor of a partner or affiliate of Customer.
• Resolve, Resolved, Resolving, Resolution: Meaning set forth in Section 8.
• Response Time: Meaning set forth in the Severity Level Table.
• Orchestration Site: An application operated by Company or a third party that allows Customer Applications to register accounts, access application credentials, add payment methods, process billing and payment, facilitate storage and retrieval of Storage Materials on Storage Nodes, manage file repair, manage Storage Node reputation and process payments. Company is only responsible for providing support for Orchestration Sites hosted and operated by Company.
• Severity Levels: Defined Error severity levels and corresponding required service level responses, Response Times, Resolutions and Resolution Targets referred to in the Severity Level Table.
  
  • Severity Level Table: The table set forth in Section 8.b.
  • Severity P1: Meaning set forth in the Severity Level Table.
  • Severity P2: Meaning set forth in the Severity Level Table.
  • Non-Severe Error - P3: Meaning set forth in the Severity Level Table.
  • Non-Incident - P4: Meaning set forth in the Severity Level Table.
• Storage Network: The distributed network composed of multiple Storage Nodes.
• Storage Materials: Data and other materials stored by Customer on the Storage Services.
• Storage Node: A third-party device that operates Company Software and is part of the distributed network comprising the Storage Services.
• Storage Node Software: The software which, when installed on a Device, enables such Device to participate in the Storage Network.
• Storage Services: The service provided by Company to Customers via the Storage Network for the transfer of Storage Materials between the Company's command line interface (CLI), a distributed network of Storage Nodes, and one or more Orchestration Sites operated by Company or third parties that independently operate Open Source Software to facilitate storage of the Storage Materials.
• Support Hours: Access to Impossible Cloud’s support system is available 24x7x365, with automated escalation for system issues.
• Support Period: The term during which Company provides the Support Services to Customer as set forth in any order or Customer Agreement.
• Support Request: Meaning set forth in Section 8.
• Support Services: Company’s support of the Storage Services or Storage Nodes, excluding any Out-of-scope Services.
• Support Tiers: Support responsibilities for Customer and/or Customer’s End Users are divided into three tiers:
  
  • Tier 1 Support: Provided by the Customer to Customer’s End Users. Responsible for initial communication, documenting incidents, basic triage, and Resolution or escalation to Tier 2. All communication with the Customer’s End User is provided by Tier 1 Support. If a developer or partner developed a Customer Application, they are responsible for Tier 1 support for their End Users.
  • Tier 2 Support: Provided by Company. Responsible for advanced troubleshooting and Resolution of Incidents requiring deeper expertise on Storage Services functionality.
  • Tier 3 Support: Provided by the Company. Responsible for all incidents and problems not resolved in a timely manner by Tier 2 Support. Includes engineers from product development and networking, as well as other functional specialists (architects, security specialists).
• Supported Software Versions: (i) The current Major Release of the Software, (ii) any other Major Release that was first made generally available and backwards compatible with the Storage Services or Storage Nodes.
• Technical Contact: Meaning set forth in Section 8.
• Third-party Products: All third-party software, computer hardware, network hardware, electrical, telephone, wiring and all related accessories, components, parts and devices.
• Uptime Availability: That the Storage Services will be available and online in accordance with the SLA.

2. Registration; Access and Usage.

• Registration:
  
  • This Agreement becomes effective on the date Customer first registers for an Account for access to the Storage Services (the “Effective Date”).
  • Company may update content, functionality, and user interface of Storage Services at its sole discretion.
  • To use Storage Services, you must register for an account (“Account”).
  • You must provide accurate, current, and complete Account information, maintain and promptly update it, including a valid email address.
  • You must maintain the security of your Account, including by not using the same password for Storage Services that you use for third-party products or services.
  • You must not disclose your password, API keys, or private keys to any third party.
  • You must immediately notify Company of any suspected unauthorized activities in connection with your Account or Storage Services.
  • Loss of Private Keys: You acknowledge that if you lose your private keys, you will not be able to recover any Storage Materials.
  • Customer retains administrative control over whom they grant access to Storage Materials.
• Access Rights: Customer has a non-exclusive, non-sublicensable, non-transferable right to use the Storage Services during the applicable Term.
• Usage Restrictions: Customer shall not:
  
  • Reverse engineer, copy, modify, adapt, hack the Storage Services or attempt unauthorized access.
  • Without authorization, access Storage Services, Documentation, or Company’s confidential information to build a competitive product or Storage Services.
  • Alter or remove any proprietary trademark or copyright markings.
  • Access or use the Storage Services: (i) to store infringing, obscene, threatening, or otherwise unlawful material (including material violating third-party privacy rights); (ii) in violation of applicable laws; (iii) to store material knowingly or intentionally containing harmful computer code; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Storage Services.
  • Register for more than one Account per Orchestration Site.
• Sensitive/Personal Information: You agree not to use the Storage Services to send or store personal information subject to special regulatory or contractual handling requirements (e.g., PCI DSS, HIPAA, GDPR, etc.), including without limitation: credit card information, social security numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under 13, real-time geo-location data, or "sensitive" data under applicable law (e.g., racial origin, political opinions) without entering into a separate agreement with Company. Every end user and vendor is responsible for identifying and mitigating risks associated with protecting confidential information.
• Derived Data: Except for open-source software and expressly granted rights, Company and its licensors own all rights to the Storage Services (including improvements, enhancements, customizations, and modifications), Documentation, Company confidential information, and Derived Data, including intellectual property rights. "Derived Data" means data derived from the operation of Customer Application and Storage Services via the Customer Application, aggregated data, and data/information regarding Customers’ access to and participation in the Storage Services, including statistical usage data, configurations, log data, and performance results. Company may use Derived Data to optimize and improve Storage Services or operate its business, provided that if provided to third parties, it shall be de-identified and presented in aggregate to not disclose Customer identity. No rights are granted to Customer other than as expressly set forth.
• Right to Suspend: Company may immediately, with or without notice, suspend the Account of any Customer or Customer’s End User who: (a) violates this Agreement, (b) is using Storage Services in a manner Company reasonably believes may cause a security risk, is in breach of the Agreement, conducts illegal activities, is a disruption to others’ use, or creates liability for Company.
• DMCA Policy: Impossible Cloud GmbH respects intellectual property rights and expects users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, Impossible Cloud will respond expeditiously to claims of copyright infringement committed using the Storage Service or website if such claims are reported to legal@impossiblecloud.com. Upon receipt of notice, Impossible Cloud will take action deemed appropriate, including content removal.

3. Payment

• Fees: You will pay the Fees and any other amounts due as notified via the Storage Services. All Fees are payable monthly, exclusive of applicable taxes, which are your sole responsibility. Company will provide at least thirty (30) days advance notice of any Fee increase.
• Payment: Except where otherwise indicated via the Storage Services, we will charge all Fees to a payment method designated by you from the available options you have via the Storage Services (the “Payment Method”). You represent and warrant that you are authorized to use the Payment Method and authorize us to charge all amounts due hereunder to such Payment Method. If your Payment Method cannot be verified, is invalid, or unacceptable, your right to use Storage Services may be suspended or terminated automatically.  

(i) Pay-as-you-go (PayGo): Unless otherwise agreed, Fees shall be charged on a monthly basis based on your prior month’s usage. PayGo charges are due immediately upon issuance. If payment is not successfully completed, the invoice remains due and payable in full. If you fail to pay two (2) consecutive PayGo charges by their respective due dates, the Company may, at its sole discretion, require you to switch to quarterly upfront payments. The upfront amount shall be calculated based on your average monthly usage during the preceding three (3) months (or such shorter period as you have been using the Services, if less than three (3) months) and invoiced in advance for the subsequent three (3) months. Any unpaid past invoices shall remain immediately due and payable. Retrospective invoices shall only apply to usage exceeding the prepaid amount. Notwithstanding the actual usage, a minimum charging volume of one (1) terabyte (“1 TB”) per billing cycle shall apply to PayGo charges. Accordingly, invoices will reflect at least the minimum volume even if your actual usage is lower. The Company reserves the right to adjust the minimum charging volume from time to time.

(ii) Reserved Capacity. Customers may purchase reserved storage capacity as specified in a Quote Form. Unless otherwise agreed in the applicable Quote Form, reserved capacity invoices are due within ten (10) days of the invoice date. If you fail to pay two (2) consecutive invoices by their due date, the Company may, at its sole discretion, declare all outstanding fees under the Quote Form immediately due and payable. If the Customer’s usage exceeds the reserved capacity, overage fees will be calculated based on the list price published at https://www.impossiblecloud.com/pricing, which may be updated solely on this page.

• Late Fees: Company may assess a late charge of the lesser of 1.5% of the unpaid amount per month or the maximum rate permitted by law, plus collection costs (including reasonable attorneys' fees), if Fees are not paid when due. In addition, Company may charge a fixed compensation fee of EUR 40. Company may suspend/terminate access to Storage Services immediately without notice for late payments.
• Promotional Credits: Company or an authorized third party may offer promotional credits against future charges. Promotional Credits are valid for a stated "Usage Period" or three (3) months from the promotion date if no period is stated. Unused Promotional Credits expire. All Company promotion codes are subject to the following terms:
  
  • Redeemable only during the stated period, or 3 months from promotion date.
  • Must have an Account in good standing.
  • No adjustments to prior purchases.
  • No cash value, cannot be redeemed for cash or assigned/transferred for value.

4. Storage Materials.

• License: You grant Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and fully sublicensable right to reproduce, modify, distribute, and export Storage Materials solely as necessary to meet obligations and comply with your instructions to store materials via Storage Services.
• Backup: Company does not guarantee maintenance of any Storage Materials and is not responsible for any loss, misuse, deletion, or failure of Storage Materials to be stored or encrypted. You are solely responsible for backing up and maintaining copies of Storage Materials.
• Security: You are responsible for properly configuring and using the Storage Services to store your Storage Materials and for maintaining appropriate security, which includes client-side encryption.
• Compliance with Laws: You are solely responsible for ensuring storage of Storage Materials and use of Storage Services comply with all applicable laws and the Acceptable Use Policy (“AUP”). Company makes no representations or warranties regarding suitability for particular data types or specific usage. Company does not warrant that using Storage Services for personal or sensitive data requiring heightened security (e.g., HIPAA, PCI DSS, GDPR data) complies with specific regulations or laws. You must provide all notices and obtain necessary consents from third parties as required by applicable law. Company reserves the right to remove, reject, or delete Storage Materials that contain unencrypted/plain text data or otherwise violate the Agreement.

5. Term and Termination.

• Term: This Agreement commences on the Effective Date and remains in effect per its terms.
• Termination: Either party may terminate if the other party: (a) materially breaches and fails to cure within thirty (30) days of written notice, or (b) ceases business operations or becomes subject to insolvency proceedings not dismissed within sixty (60) days. Customer may not terminate until all Storage Materials are removed from Storage Services.
• Effect of Suspension or Termination: Upon expiration or termination, all use of Storage Services and Customer rights immediately terminate, and Customer must cease all use. Customer acknowledges that access to Storage Materials will be lost and may not be recoverable. As stated, there is no guarantee Storage Materials will be available on demand or retrievable. Customer is responsible for backup copies. Company is not responsible for loss or damage to Storage Materials. If Company terminates or suspends for reasons other than Customer’s breach, negligence, or misconduct, Company will make commercially reasonable efforts to provide an opportunity to retrieve Storage Materials.

6. Customer’s Use of Out of Scope Services.

If Customer uses Storage Services with Out of Scope Services, any acquisition and use by Customer or End Users of such Out of Scope Services is Customer's sole responsibility. Providers of Out of Scope Services may access Storage Materials for interoperation and support. If Customer authorizes access or transmission of Storage Materials through a Third Party Service, Company is not responsible for any use, disclosure, modification, or deletion of such Storage Materials or any act/omission by that third party provider.

7. Software Updates; Service Deprecation.

Company reserves the right to change or update the Storage Services at any time, documented in the Documentation. If changes constitute a Major Release and are not backwards compatible, Company will continue support for that Major Release for a minimum of three (3) months. If Company deprecates support for an incompatible Major Release, it will provide a minimum of three (3) months notice via deprecation notice and Documentation.

8. Customer Support.

• Support Responsibilities: Company provides Support Services during Support Hours throughout the Support Period.
• Support Service Responsibilities: Company shall:
  
  • Respond to and Resolve all Support Requests in accordance with Service Levels.
  • Provide email and Community support via https://hs.impossiblecloud.com/en/customer-support during Support Hours.
• Errors: This Section applies only to Errors. Response Times and Resolution Targets are in the Severity Level Table.
  
  • Response Time is measured from receipt of Support Request until Company responds.
  • Resolution Target is measured from receipt of Support Request until Company Resolves it.
  • "Resolve," "Resolved," "Resolution" mean Company has corrected the Error (e.g., by work-around).
  • Company endeavors to respond to and Resolve Support Requests based on severity:

Priority

Severity

Definition

Response Time

Resolution Target

Urgent

Severity 1 Error

Complete interruption of production system impacting all users with no viable workaround.

Acknowledge receipt within minutes; technical resources working within 45 minutes.

Resolve as soon as possible, no later than 3 business days.

High

Severity 2 Error

Severe impact on performance; important services/components not functioning; single connection down; subset of users cannot access production services; critical business impact and deployment delayed in non-production; not easily circumvented.

Acknowledge receipt within two hours.

Resolve as soon as possible, no later than 5 business days.

Normal

Non-severe Error - P3

Low impact on small number of users in production; key functionality usable; Error can be circumvented.

Acknowledge receipt by the next business day.

Resolve or provide viable workaround as soon as possible, no later than 10 business days.

Low

Non-incident - P4

Minor issue or enhancement request not requiring feedback; main product functionality available.

Acknowledge receipt within 3 business days.

Not applicable.

• Time Extensions: Parties may agree in writing to reasonable extensions of Response Times or Resolution Targets.
• Uptime Availability: This Section applies to Storage Services, not Errors. Company will maintain Uptime Availability as specified in the Service Level Agreement. Failure to meet SLA terms will result in credits. Uptime Availability does not include: (i) downtime from Customer Cause or Force Majeure Event, or (ii) scheduled downtime (not more than twelve (12) hours per year). Company will provide at least eight hours notice for scheduled downtime.
• Remote Services: Companies may provide Remote Services (telephone/internet) to assist in analyzing and Resolving Errors. For Software Errors, if requested by Customer and agreed by Company, Customer may provide remote access to Customer Systems. Company may collect, maintain, process, and use only information reasonably necessary to analyze and Resolve a Support Request, solely for Support Services. Company will treat collected information as Customer’s confidential information and comply with Customer security and encryption requirements.
• Contacting the Company Service Desk: Customer should contact the Company Service Desk via the Impossible Cloud GmbH support portal at https://hs.impossiblecloud.com/en/customer-support.
• Personal Information: Company will not be responsible or liable for unsolicited transmission or disclosure of protected health information, nonpublic personal information, or personal information/data (as defined by HIPAA, GLBA, EU privacy directives, etc.) by Customer.
• Support Requests and Customer Obligations:
  
  • Support Requests: Company classifies Error corrections based on the Severity Level Table. Customer must include a description of the Error and time first observed in each Support Request.
  • Customer Technical Contact: For long-term agreements, Customer designates individual(s) as "Technical Contact(s)" to liaise with Company, communicate, and provide timely/accurate information and feedback regarding Support Services. Technical Contact(s) are primary liaisons for Support Requests and related matters. Customer must submit name(s) and contact email address(es).
  • Customer Obligations: Customer, via Technical Contact(s), shall provide Company with:
    
    • Prompt notice of any Errors.
    • To assist in reproduction and Resolution: (a) output and supporting data, documents, and information to identify Storage Materials; (b) solely for Software Errors, remote access to Customer Systems per Section 8.f (subject to Company’s compliance with security/encryption requirements); and (c) other reasonable cooperation and assistance.
• Incident Resolution Process:
  
  • The Company Service Desk will use commercially reasonable efforts to resolve Incidents and answer questions within the Resolution Target.
  • If the Company Service Desk cannot resolve an Incident, it will be escalated to the appropriate Company Tier 3 Support staff (for Company Platform Services Incidents) or Customer Tier 1 Support staff (for Incidents not related to Company Platform Services).
  • Requester will be notified by email when the problem is solved or the forecasted Resolution date changes.
  • The Company Help Desk will use commercially reasonable efforts to identify causes of problems involving public or Customer-owned software, network, or computer infrastructure, but is not responsible for correcting or resolving such problems. If the external cause is determined, Company will inform the requester and close the log. Support does not include curing or correcting defects in non-Company products, services, or infrastructure, including Custom Development, Customer Systems, or Third-party Products and Services.
• Supported Releases for Software: Company provides Support Services for (i) the current Major Release of the Software, (ii) any other Major Release that was first made generally available and backwards compatible with the Storage Services or Storage Nodes (the “Supported Software Versions”).

9. Service Level Agreement (“SLA”).

• Company will use commercially reasonable efforts to meet the following service level commitment:
  
  • Storage Services SLA: Except for Maintenance Windows, the Storage Services will be available 99.9% of the time. Availability is calculated based on Company service records. Company will use reasonable efforts to notify you in advance of scheduled maintenance.
  • Edge Services SLA: Except for Maintenance Windows, the Edge Services will be available 99.9% of the time. Availability is calculated based on Company service records. Company will use reasonable efforts to notify you in advance of scheduled maintenance.
• SLA obligations do not extend to unavailability caused by:
  
  • Any hardware or software you use with Storage Services.
  • Misuse of Storage Services, including breach of Agreement or non-compliance with Documentation/instructions.
  • Circumstances or events beyond Company’s reasonable control.
  • Maintenance or scheduled downtime.
  • Company’s suspension or termination of your access per its rights.
• Scheduled Downtime: Generally occurs during Maintenance Windows. Company endeavors to provide at least eight (8) hours notice for scheduled downtime outside Maintenance Windows.
• Maintenance Windows: Customers acknowledge potential unavailability due to company maintenance. Company will use reasonable efforts to schedule maintenance during non-peak usage hours and limit actual outages to the minimum necessary.

10. Feedback.

To the extent Customer or End Users provide suggestions, ideas, enhancement requests, recommendations, or other feedback (“Feedback”), Customer grants Company a fully paid-up, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to freely use, disclose, and exploit such Feedback, including incorporation into future versions of Storage Services, without compensation or obligation to Customer (including intellectual property rights).

11. Indemnification.

• To the fullest extent permitted by law, you agree to defend, hold harmless, and indemnify the Company from any losses, liabilities, claims, or demands (including reasonable attorney’s fees) made by any third party due to or arising out of (i) your use of the Storage Services, (ii) the Storage Materials, (iii) any Feedback you provide; or (iv) your breach of this Agreement.
• Company reserves sole control over the defense and settlement of any indemnifiable claim at your expense. This indemnity is in addition to other indemnities. You may not settle any claim without Company's prior written consent.

12. Disclaimers.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE STORAGE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY AND ITS SUBCONTRACTORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT WARRANT THAT ACCESS, USE, OR OPERATION OF THE STORAGE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

COMPANY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN INTERNET USE, MOBILE DEVICES, ELECTRONIC COMMUNICATIONS TRANSMISSION, AND THIRD-PARTY HOSTING PROVIDERS. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE MAINTENANCE, STORAGE, RETRIEVABILITY, OR CONDITION OF STORAGE MATERIALS.

12A. US GOVERNMENT RIGHTS

The Storage Services and related Documentation are provided to the U.S. Government as “commercial services,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions that apply to all other Customers under this Agreement. If the U.S. Government or any of its agencies determines that these terms do not meet its requirements or are inconsistent with applicable federal law, the U.S. Government must immediately discontinue use of the Storage Services. The terms “commercial services,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are used as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

13. Limitation of Liability.

• Consequential Damages: IN NO EVENT SHALL COMPANY BE LIABLE to you or any other person or entity for any LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES of any kind (including loss of revenue, income, or profits, loss of use or data, business interruption, or costs of obtaining substitute goods or services) arising out of or related to this Agreement or access/use of Storage Services, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF FORESEEABILITY OR LEGAL THEORY. This exclusion applies to the fullest extent permitted by law.
• Limitation of Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES arising from or related to Customer’s use of Storage Services or this Agreement WILL AT ALL TIMES BE LIMITED TO THE LESSER OF FIFTY U.S. DOLLARS ($50) AND THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE.
• Promotional Credit: If a valid Promotional Credit is non-functional during the redemption period, Customer’s sole remedy and Company’s sole liability shall be the replacement of such Promotional Credit.
• The provisions of this Section allocate risks, and parties have relied on these limitations in entering the Agreement.
• The foregoing limitations apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

14. Export Restrictions.

Elements of the Storage Services may be subject to export laws and regulations of the United States, the European Union and its Member States, the United Nations Security Council, and other applicable jurisdictions. The Customer represents that it is not named on any denied-party list maintained by the U.S. government, the European Union or its Member States, or the United Nations Security Council. The Storage Services may not be used in any country subject to embargoes, sanctions, or trade restrictions, and the Customer may not use the Storage Services in violation of any export restriction, embargo, sanctions, or anti-boycott law of the United States, the European Union or its Member States, the United Nations, or any other applicable jurisdiction. In addition, Customer must ensure that the Storage Services are not made available for use in jurisdictions or by persons or entities blocked or denied by the foregoing authorities.

The Customer is solely responsible for compliance related to the manner in which it chooses to use the Storage Services, including without limitation the transfer and processing of Storage Materials, the provision of Storage Materials to End Users, and the region or location in which any of the foregoing occur.

15. Use In Your Jurisdiction.

Except as explicitly set forth, Company makes no representations that the Storage Services are appropriate for use in any jurisdictions. Those who access or use from any jurisdiction do so at their own risk and are responsible for compliance with applicable laws/regulations. Company may offer services in other jurisdictions subject to different terms, where those terms take precedence over conflicting provisions in this Agreement.

16. Governing Law; Dispute Resolution.

• Governing Law; Arbitration: This Agreement is governed by the laws of Germany without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The only disputes excluded from this broad prohibition are litigation of certain intellectual property and small court claims.
• Initial Dispute Resolution: Parties agree most disputes can be resolved without litigation. If you have a dispute, you agree to first contact the Company at legal@impossiblecloud.com with a brief written description and contact information. Except for intellectual property and small claims court claims, parties agree to use best efforts to settle disputes directly through consultation and good faith negotiations as a condition to initiating lawsuit or arbitration.
• Binding Arbitration: If parties don't reach a solution within thirty (30) days of informal dispute resolution, either party may initiate binding arbitration as the sole means to resolve claims. All claims arising out of or relating to this Agreement (including formation, performance, breach), the parties’ relationship, and/or your use of Storage Services shall be resolved solely and exclusively by final and binding arbitration initiated and conducted according to the Hamburg International Arbitration Center (“HIAC”) rules before a single arbitrator. If parties cannot agree on arbitrator, HIAC will appoint one experienced in enterprise software industry. Either party may enforce judgment upon any arbitration award in any competent court in Hamburg. Additionally, parties may seek injunctive or other equitable relief to protect intellectual property rights, confidential information, or prevent irreparable harm, in any competent court selected by Company. The prevailing party in any action/proceeding (arbitration or court) is entitled to recover reasonable costs and attorneys’ fees. Parties understand that without this mandatory arbitration, they would have the right to sue in court and have a jury trial, and that arbitration costs may exceed litigation costs, with discovery more limited.
• Class Action Waiver: Parties agree arbitration shall be conducted in individual capacities only and not as a class action or other representative action, and expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines this class action waiver is void or unenforceable, or that arbitration can proceed on a class basis, then the arbitration provisions are null and void entirely, and parties are deemed not to have agreed to arbitrate disputes.
• Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding arbitration, either party may bring enforcement actions, validity determinations, or claims arising from/relating to theft, piracy, or unauthorized use of Intellectual Property in state or federal court to protect its Intellectual Property Rights (patents, copyrights, moral rights, trademarks, trade secrets, but not privacy/publicity rights). Either party may also seek relief in small claims court in the relevant German authority for disputes/claims within that court’s jurisdiction.
• Changes to This Section: Impossible Cloud will provide thirty (30) days' notice of any changes to this section by posting on the Websites. Amendments become effective thirty (30) days after posting or email. Changes apply prospectively only to claims arising after the thirtieth (30th) day. If a court/arbitrator deems this subsection unenforceable/invalid, it shall be severed, and the first Mandatory Arbitration and Class Action Waiver section existing after you began using the Websites will apply.
• Survival: This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Storage Services.

17. General.

• Communications:
  
  • To Customers: Customer agrees to receive electronically all communications, agreements, documents, notices, and disclosures from Company in connection with Storage Services (“Communications”). Company may provide Communications via e-mail, text, in-app notifications, or website postings. Customer agrees electronic Communications satisfy any legal requirement that such communication(s) be in writing.
  • To Company: Notices required or permitted from Customer to Company shall be in writing and delivered to Impossible Cloud’s legal department at Building 17, 48 Jurgen Töpfer Straße, 22763 Hamburg Germany by certified mail, postage prepaid, return receipt requested or nationally recognized overnight courier service.
• Publicity: Company may identify a Customer as a Customer on its website and in print and other marketing materials using the Customer’s name and logo.
• No Agency: Other than as specified, neither party has authority to create any obligation on behalf of the other.
• Force Majeure: Except for payment obligations, neither Company nor Customer will be liable for delayed or inadequate performance caused by a condition beyond reasonable control, including natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, internet/utility interruption/failure, and denial of service attacks (each a “Force Majeure Event”). The affected party is relieved from obligations as long as the Force Majeure Event lasts and hinders performance. The affected party must promptly notify the other and make reasonable efforts to mitigate effects. If Company is affected, notice on its website satisfies this requirement.
• Severability; No Waiver: If any provision is found invalid or unenforceable, it shall be limited or eliminated to the minimum extent necessary so the Agreement remains in full force and effect. No waiver of any term is a continuing waiver, and failure to assert a right/provision is not a waiver.
• Assignment: You may not assign this Agreement or its rights/obligations without Company’s prior written consent, except that consent for assignment of the entire Agreement is not required for a merger, acquisition, corporate reorganization, or sale of substantially all assets. If a party is acquired by, sells substantially all assets to, or undergoes a change of control in favor of a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to this, the Agreement is binding on and inures to the benefit of parties, successors, and permitted assigns. There are no third-party beneficiaries.
• Company Affiliates: The term Company includes Company and its affiliates, meaning an entity that directly or indirectly controls, is controlled by, or is under common control with Impossible Cloud.
• Entire Agreement; Order of Precedence: This Agreement constitutes the entire agreement concerning its subject matter and supersedes prior representations, understandings, and agreements. In case of conflict between the body of this Agreement and any addendum or Customer Agreement, the terms of the addendum or Customer Agreement prevail. No terms or conditions in any Documentation are incorporated into or form part of this Agreement. Headers are for convenience only and not for interpretation.
• Amendment: Company may revise this Agreement by posting the modified version on its website with or without prior notice to Customer, unless stated otherwise. By continuing to access or use the Storage Services after the posted effective date of modifications, you agree to be bound by the revised version.

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