Supplier Terms and Conditions

THIS NODE OPERATOR TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS" OR “AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (“NODE OPERATOR,” “YOU", OR “YOURS”) AND SILO INC. (“COMPANY,” “SILO,” “US,” “WE” OR “OUR”), AND GOVERNS THE TERMS OF YOUR PARTICIPATION IN THE STORAGE NODE SERVICES. YOU UNDERSTAND AND AGREE THAT BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY CLICKING TO SIGNIFY ACCEPTANCE, OR BY TAKING ANY ONE OR MORE OF THE FOLLOWING ACTIONS: DOWNLOADING, INSTALLING, RUNNING, AND/OR USING THE APPLICABLE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE THAT YOU TAKE THE EARLIEST OF ONE OF THE FOREGOING ACTIONS. YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OLD OR OLDER AND HAVE THE RIGHT AND AUTHORITY TO ENTER INTO AND COMPLY WITH THE TERMS OF THIS AGREEMENT.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS PROVISION THAT REQUIRES THE USE OF INDIVIDUAL ARBITRATION TO RESOLVE DISPUTES AS SET FORTH IN SECTION 14 BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE ACCEPTANCE BOX, AND DO NOT DOWNLOAD, ACCESS, COPY, INSTALL OR USE THE SOFTWARE.

1. Definitions

In addition to the capitalized terms defined elsewhere above and herein, the terms below are defined as follows:

  • 1.1 “Account” means a TrustKey created by a Customer on an Orbital that is the top-level construct for storage of Storage Materials on the SILO Network.
  • 1.2 “Audit” refers to periodic review of the performance of Storage Nodes to ensure compliance with requirements set forth in these Terms and Conditions to ensure that the Storage Materials are being stored properly, and/or for any other reasonable purpose in connection with the terms of this Agreement.
  • 1.3 “NodeID” means a unique code generated when a Storage Node completes a proof of work as required during the setup and configuration of the Storage Node Software (as defined below) in order for a Device to communicate with the Storage Services.
  • 1.4 “Node Operator Services” means Node Operator’s sharing of Space and Bandwidth on a Storage Node as part of the Storage Network in accordance with the terms of this Agreement.
  • 1.5 “Storage Node Software” means the Storage Node Software which, when installed on a Device, enables such Device to participate in the Storage Network.
  • 1.6 “Space” means the online storage sharing services provided to Customers via a distributed network (“Storage Network”) of Storage Nodes by Company.
  • 1.7 “Bandwidth” means upload and download network service for transfer of Storage Materials as defined below between the storage node and the online storage sharing services provided by Company to Customers via the Storage Network (the “Storage Services”).
  • 1.8 “Storage Materials” means data and materials stored by Customers on a distributed network of Devices.
  • 1.9 “Storage Node” means a Device running the Storage Node Software and configured to communicate with the Storage Services.
  • 1.10 “Node Operator” means an individual or entity operating one or more Storage Nodes pursuant to the terms of this Agreement.
  • 1.11 “Customer” means an individual or entity that uploads and stores Storage Materials to the Storage Network.

2. Node Operator Services

2.1 Company provides the Storage Services to Customers pursuant to terms and conditions entered into by the applicable parties. You may implement and provide Node Operator Service pursuant to the terms hereof during the Term of this Agreement. The Node Operator Service includes the features and functionality applicable to the version of the Software installed by Node Operator. Company may update the content, functionality, and user interface of the Node Operator Service from time to time in its sole discretion.

2.2 Storage Node Software License. You have a non-exclusive, non-sublicenseable, non-transferable right to participate in the Node Operator Service pursuant to this Agreement during the Term hereof solely for your internal business purposes subject to the limitations set forth herein. Your use of the Storage Node Software is conditioned upon your compliance at all times with the terms of all applicable documentation, meaning any information that describes the Storage Services, provides instructions or recommendations related to the configuration and/or use of the Storage Services, or otherwise informs Customers of the intended use of the Storage Services, including, but not limited to, content provided directly to the user or published at https://docs.silos3.com or otherwise made available in conjunction with the Storage Services or Storage Node Software ("Documentation") and for satisfying all technical requirements of the Storage Node Software, including any requirements set forth in the Documentation for ensuring that the Storage Node Software performs properly.

3. Node Operator Grant of Right to Storage Node

3.1 By making available Space and Bandwidth on your Storage Node to share with Company via the Storage Node Software, you hereby grant to Company and Customers the irrevocable right to access and use the Storage Node as follows:

  • 3.1.1 to store Storage Materials on your Storage Node in accordance with the parameters you set via the Storage Node Software installed on such Storage Node;
  • 3.1.2 to access such Storage Materials from your Storage Node at any time, in accordance with parameters you set in the Storage Node Software.

4. Node Operator Responsibilities

4.1 At all times during the Term of this Agreement or the period when Storage Materials are maintained in your Storage Node, whichever is longer:

  • 4.1.1 You will comply with the terms of this Agreement, SILO’s Terms of Use, Privacy Policy, and any other terms and conditions required by SILO in connection herewith, as well as the terms of all other agreements to which you are a party in connection with your performance under this Agreement, including, without limitation, any agreement you have with a third-party Internet service provider.
  • 4.1.2 You will operate the Storage Node in strict compliance with the terms of this Agreement and will not take any action not expressly authorized hereunder.
  • 4.1.3 You will not modify or attempt to modify the Storage Node Software for any purpose, including but not limited to attempting to circumvent the audit, bypass security, manipulate performance, or otherwise disrupt the Storage Services for any reason.
  • 4.1.4 You will provide and maintain the Storage Node so that, at all times, it will meet the following minimum requirements:
    • Have a minimum of one (1) hard drive and one (1) processor core dedicated to each Storage Node;
    • Have a minimum of 500 GB of available Space per Storage Node;
    • Operate with at least 2 TB of Bandwidth available per month;
    • Operate with at least 5 Mbps Bandwidth upstream;
    • Operate with at least 25 Mbps Bandwidth downstream;
    • Be online and operational no less than 99.3% of the time per month;
    • Meet all performance requirements referred to in this Agreement and the Documentation;
    • Be connected to the Internet to enable Company and its Customers to store and access Storage Materials with a minimum of 99.3% availability as measured on a monthly basis;
    • Run with sufficient Bandwidth without other applications consuming a percentage of the available Bandwidth that would create network congestion or Internet connectivity degradation.
  • 4.1.5 You will implement and maintain adequate safeguards to ensure the protection, confidentiality, security, and integrity of the Storage Node and Storage Materials.
  • 4.1.6 You acknowledge and agree that running the Storage Node Software on your Device and making Space and Bandwidth available may impact your Device’s performance.
  • 4.1.7 Company may require you to affirm or reaffirm your agreement to the terms of this Agreement as a condition of continued use.
  • 4.1.8 If and when you cease to operate a Storage Node, you must perform a Safe Exit to ensure all Storage Materials are uploaded to the Storage Network, and comply with any instructions from SILO before disconnecting.

4.2 Administration of Storage Node. You, as the Node Operator, retain administrative control over to whom you grant access to the applicable Storage Node. You are responsible for maintaining the security of the Storage Node, including all accounts and passwords used to access the Device.

4.3 Suspension. Company may suspend your participation in the Storage Services if it believes you are: (a) violating any term of this Agreement, or (b) using the Node Operator Service in a manner that may cause a security risk, disrupt the Storage Services, or create liability for SILO.

5. Restrictions

You will operate the Storage Node in strict accordance with the terms of this Agreement and in no other manner. Without limiting the generality of the foregoing, you will not:

  • 5.1.1(a) Rent, sublicense, resell, assign, transfer, distribute, timeshare, or similarly exploit the Storage Service.
  • 5.1.1(b) Reverse engineer, copy, modify, adapt, or hack the Storage Service, or attempt to gain unauthorized access to the Storage Service or its related systems or networks.
  • 5.1.1(c) Access the Storage Service, the Documentation, or SILO’s Confidential Information to build a competitive product or service.
  • 5.1.1(d) Alter or remove proprietary trademarks or copyright markings associated with the Storage Service.
  • 5.1.1(e) Allow Storage Nodes to be shared or used by anyone other than the Node Operator.
  • 5.1.1(f) Access or use the Storage Service:
    • (i) In violation of applicable laws.
    • (ii) To send or store malicious software, viruses, worms, Trojan horses, or other harmful code.
    • (iii) In a manner that disrupts or interferes with the performance or integrity of the Storage Service.
  • 5.1.2 Attempt to reverse engineer any aspect of the Storage Materials or discover their contents or origin.
  • 5.1.3 Attempt to bypass measures employed to limit access to Storage Materials, including defeating encryption.
  • 5.1.4 Interfere with the storage or transmission of Storage Materials or disrupt audits of your Device.
  • 5.1.5 Operate more than one Storage Node using different payment addresses for each Storage Node.
  • 5.1.6 Operate more than one Storage Node behind the same IP address.
  • 5.1.7 Operate a Storage Node that does not meet all Minimum Requirements.
  • 5.1.8 Disconnect a Storage Node or render it “offline” for any reason other than Company-required maintenance or updates.
  • 5.1.9 Attempt to bypass or manipulate uptime detection.
  • 5.1.10 Limit download speed to negatively impact audit traffic.
  • 5.1.11 Delete or make Storage Materials unavailable outside of programmatic functionality.
  • 5.1.12 Alter the TTL of Storage Materials or their reported size.
  • 5.1.13 Refuse or fail to deliver Storage Materials in response to a valid request.
  • 5.1.14 Manipulate or falsify network responses to change cryptographic signatures, NodeID, or payment addresses.
  • 5.1.15 Retain Storage Materials after termination of this Agreement or disqualification of the Storage Node.
  • 5.1.16 Interfere with the operation of the Storage Network or any other Storage Node(s).

6. Representations and Warranties

You, as a Node Operator, represent, warrant, and agree to the following:

  • 6.1 You own or control your Device(s) and have the right to install the Storage Node Software and share Space and Bandwidth pursuant to this Agreement.
  • 6.2 You are authorized to receive payments via the Sconnect Payment Method, and if your Payment Method is invalid or unverifiable, SILO may suspend your payment rights.
  • 6.3 You have full authority to enter into this Agreement and that doing so does not conflict with any third-party obligations.
  • 6.4 You have the necessary skill and ability to perform your obligations without requiring the supervision of SILO.
  • 6.5 You will comply with all applicable local, federal, and international laws, especially regarding data privacy and protection.

7. Audit Rights; Containment Mode

7.1 Audit Rights: You authorize SILO to audit your Storage Node's performance to ensure compliance with this Agreement and to verify the proper storage of Storage Materials. You agree not to interfere with or disrupt any audit.

7.2 Containment Mode: If your Storage Node fails to respond to an audit request, it will be placed in containment mode. In this mode, your Storage Node will not receive additional Storage Materials or payment until it responds successfully to the audit request. If your Storage Node responds successfully, it will be removed from containment mode without penalty. If it remains in containment mode for more than seven (7) days, your Storage Node may be disqualified.

8. Storage Node Fees

8.1 Storage Node Fees

Subject to the terms of this Agreement, in full and final payment for your provision of Node Services hereunder, SILO will compensate you based on the amount of Space and Bandwidth utilized by SILO and users of its Storage Services via the Storage Node Software (“Storage Node Fees”). Payments will be calculated using the following rates:

  • Storage (per GB per Month): $0.002025 (USD)
  • Egress (per GB): $0.0027 (USD)
  • Audit/Repair (per GB): $0.0027 (USD)

The SILO Node Payout will be issued based on the exchange rate at the time of payout as listed on https://www.coingecko.com or such other service SILO may use from time to time. The determination of the timing and value of the exchange rate is at SILO's sole discretion and is final and binding.

8.2 Calculation

Storage Node Fees will be calculated for usage of the following Storage Node resources by the Storage Services:

  • 8.2.1 Storage of Storage Materials on Space: Calculated in GB hours per month and paid at a rate of $0.002025 (USD) per GB month.
  • 8.2.2 Egress related to Nexus Clients: Egress Bandwidth used when Customers retrieve Storage Materials from Space via registered Nexus clients, calculated in GB and paid at a rate of $0.0027 (USD) per GB.
  • 8.2.3 Egress related to file repair: Egress Bandwidth used when SILO retrieves Storage Materials for file repair, calculated in GB and paid at a rate of $0.0027 (USD) per GB.
  • 8.2.4 Audit Bandwidth: Egress Bandwidth used when SILO retrieves Storage Materials to perform audits, calculated in GB and paid at a rate of $0.0027 (USD) per GB.

8.3 Exclusions

  • 8.3.1 Storage of Garbage Data: SILO will not pay for storage of data not removed by the Storage Node following deletion by a Nexus client.
  • 8.3.2 Other Resources: SILO will not pay for any other resources not specifically identified in Section 8.2 above.

8.4 Payment

  • 8.4.1 You must provide a valid ERC20-compatible wallet address (“SILO Payment Address”) to receive compensation.
  • 8.4.2 You are responsible for any applicable taxes associated with payments received.
  • 8.4.3 If SILO requires you to provide tax forms (such as Form W-8), you must provide the completed form to receive payments.

8.5 Held Amount

During the first 15 months of operating a Storage Node, SILO will hold back a percentage of accrued Storage Node Fees as follows:

  • Month 1: 90%
  • Month 2: 80%
  • Month 3: 70%
  • Month 4: 50%
  • Month 5: 40%
  • Month 6: 30%
  • Month 7: 10%
  • Month 8: 5%
  • Months 9-15: 0%
  • Month 15+: +50% (bonus if all conditions are met)

8.5.2 Release of Held Amount

The Held Amount will be released in the following scenarios:

  • Duration Release: After 15 consecutive months of operation without interruption or breach, SILO will release 50% of the Held Amount.
  • Safe Exit Release: If you perform a Safe Exit as described in Section 4.1.8 after achieving the Duration Release, SILO will release the remaining 50% of the Held Amount.

8.5.3 Forfeiture

If you fail to achieve the Duration Release or a Safe Exit, you will forfeit any remaining Held Amount.

8.6 Disqualification

If your Storage Node violates this Agreement or remains in Containment Mode for more than 7 days, SILO may disqualify your Storage Node. Disqualification results in permanent suspension of your Storage Node, loss of any Held Amount, and forfeiture of all future payments.

8.7 Expenses

Node Operators are not authorized to incur any expenses on behalf of SILO and are solely responsible for all expenses incurred in connection with this Agreement.

8.8 Taxes

Storage Node Fees are inclusive of all applicable taxes. Node Operators are responsible for payment of all taxes, including federal, state, local, and international taxes.

8.9 Modification of Payment Terms

SILO reserves the right to modify the terms of this Section 8 (Storage Node Fees) at any time, including payment rates and eligible resources.

8.10 Breach

If you breach any terms of this Agreement, you forfeit any right to compensation under this Agreement.

9. Term; Termination

9.1 Term: This Agreement is effective from the Commencement Date and will continue until terminated as described below.

9.2 Termination: Either party may terminate this Agreement immediately without notice.

9.3 Effect of Termination: If SILO terminates this Agreement due to your breach, SILO has no obligation to pay any unpaid Storage Node Fees. If terminated for any other reason, SILO may pay unpaid Storage Node Fees via the Payment Method, less any applicable Held Amount.

10. Ownership

10.1 SILO Ownership: SILO and its licensors retain all rights to the Storage Services, Documentation, and Derived Data, including all intellectual property rights. "Derived Data" includes aggregated data related to Storage Node operations. SILO may share Derived Data in an aggregated and de-identified format to improve the service or for business operations.

10.2 Third-Party Data: The service may include access to third-party data that is confidential and proprietary. Node Operators may only use this data as part of the service and must not extract or use it independently. Neither SILO nor third-party data providers guarantee its accuracy or completeness.

10.3 Feedback: SILO has a royalty-free, worldwide, perpetual license to use any feedback provided by Node Operators to improve the Storage Services or software. SILO is not obligated to use this feedback.

11. Confidentiality

11.1 Definition of Confidential Information: Confidential Information includes non-public information identified as proprietary, including telemetry data, business plans, and financial details. It does not include information that is publicly available, independently developed, or lawfully received from a third party.

11.2 Protection of Confidential Information: The receiving party must protect the disclosing party’s Confidential Information using at least reasonable care. Confidential Information may only be shared with representatives who need it for performance under this Agreement and are bound by confidentiality obligations.

11.3 Equitable Relief: Breach of confidentiality may result in irreparable harm. The disclosing party may seek an injunction or other equitable relief without needing to prove actual damages.

11.4 Compelled Disclosure: If required by law, the receiving party may disclose Confidential Information but must notify the disclosing party in advance, if permitted, to seek protective measures.

12. Indemnification

12.1 Indemnity: You will indemnify and hold SILO and its affiliates harmless from claims or damages related to your use of the Storage Node Software, participation in the Storage Services, or any breach of this Agreement.

12.2 Procedures: SILO may control the defense of any claim at your expense. You must cooperate with SILO's defense efforts.

12.3 Potential Infringement: If the Storage Node Software is subject to a claim of infringement, SILO may obtain rights for continued use, replace or modify the software, or terminate your access if none of the options are commercially reasonable.

13. Disclaimer; Limitation of Liability

13.1 Disclaimer: The software and Storage Services are provided "as is" without warranties of any kind. SILO disclaims warranties of merchantability, fitness for a particular purpose, and non-infringement. SILO does not guarantee uninterrupted or error-free operation.

13.2 Limitation of Liability: SILO will not be liable for any indirect, incidental, or consequential damages, including loss of profits or data. SILO’s total liability will not exceed $25.

14. Governing Law; Dispute Resolution; Arbitration

14.1 Governing Law: This Agreement is governed by the laws of Delaware. Disputes will be resolved in Fulton County, Georgia.

14.2 Arbitration: Disputes will be resolved through binding arbitration with JAMS in English. Class actions are waived. Intellectual property claims are exempt from arbitration and may be pursued in court.

15. Export Compliance

You must comply with all applicable U.S. export laws and regulations. You may not use the Storage Node Software in embargoed or sanctioned countries or regions.

16. Use of Storage Node Software in Your Jurisdiction

SILO does not guarantee that the Storage Node Software is appropriate for use in your jurisdiction. Node Operators are responsible for complying with local laws.

17. General

17.1 Entire Agreement: This Agreement constitutes the complete agreement and supersedes prior agreements. If any provision is deemed unenforceable, the remaining provisions will remain in effect.

17.2 Amendment: SILO may modify this Agreement by providing notice. Continued use of the Storage Services indicates acceptance of the revised terms.

17.3 Independent Contractors: The parties are independent contractors. This Agreement does not create a partnership or employment relationship.

17.4 Notices: Notices to SILO must be sent to [email protected] and by mail to SILO Inc., with certified delivery. SILO may provide communications electronically.

17.5 Survival: Sections 1, 6, 8, 9, 10, 11, 12, 13, 14, and 17 will survive the expiration or termination of this Agreement.

17.6 Miscellaneous: You may not assign this Agreement without SILO’s consent. This Agreement is binding on successors and permitted assigns.