Addendum Cloud Storage

Vendor Wasabi Technologies LLC
Vendor Product(s) The Vendor’s cloud storage and associated services
Customer Means you, as end user or buyer, as the case may be
End User Means the Customer and any end user of the Vendor Product, whether for internal use or otherwise
Vendor Agreements Means the Vendor’s agreements found on their website, including but not limited to, https://wasabi.com/legal/ , the Vendor’s service level agreement, the terms of use of the Vendor Product, and such that may be made available by the Vendor from time to time

1) GENERAL

1.1) This Cloud Storage Addendum may be updated from time to time and applies in addition to Enigma’s Standard Terms. Any capitalised terms not otherwise defined herein, shall have the meanings ascribed to them in the Standard Terms.

1.2) Except where expressly stated otherwise, this Cloud Storage Addendum is subject to and governed by Enigma’s Standard Terms. In the event this document is silent on any matter, the relevant provisions of the Standard Terms shall apply and shall govern that subject matter accordingly.

1.3) Any reference to Enigma services or product (including software) shall also include Third-Party Licences or any affiliated connections or networks, as appropriate. Any capitalised terms not otherwise defined herein, shall have the meanings ascribed to them in the Standard Terms.

2) PASSTHROUGH TERMS

2.1)  This Cloud Storage Addendum sets forth legally binding additional terms and conditions, in addition to the Standard Terms, in relation to your purchase or licensing, as applicable, from time to time, of Vendor Products (as set out above) from Enigma.

2.2) By purchasing, licensing or using (as applicable) the Vendor Products from Enigma, you agree to this Cloud Storage Addendum, which shall form a part of the Agreement between you and Enigma.

2.3) To the extent required under this Cloud Storage Addendum, you will flow down such terms and conditions to your customers or users, as applicable, via your dealings and agreements with such party.

2.4)  You acknowledge and agree that the Vendor may amend the Vendor Agreements from time to time. In such case, Vendor will publish the updated terms on their website. You agree that the responsibility to check from time to time shall remain with you and shall be bound by the updated terms of such Vendor Agreements.

2.5) In the event of a conflict directly related to the Vendor Product(s), the following order of precedence shall apply (with the document listed first prevailing over those listed subsequently):

  1. The applicable Sales Form;
  2. This Cloud Storage Addendum;
  3. The Standard Terms.

3.        Additional terms – VENDOR SPECIFIC

Storage in excess to that purchased

3.1) At the end of every month during the Term, a determination will be made of the actual amount of storage utilized by you. If the storage utilized exceeds the total storage reserved/purchased by or for you (“Reserved Storage”), we will charge you for the excess storage (an “Overage”).

3.2) Your Reserved Storage may be increased from time to time upon execution of additional quotes or similar, all of which will run coterminous to your existing storage plan.

Payments & Charges

3.3) For annual plans (whether single year or multi-year):

  1. Reserved Storage – invoiced and payable annual in advance, chargeable at the quoted rate, such rate being fixed for that period.
  2. Overages (if any) – payable monthly in arrears, based on storage usage, chargeable at the prevailing Pay as You Go rate via pre-authorised payment card

3.4) For monthly (‘Pay as You Go’) plans: payable monthly in arrears, based on storage usage, chargeable at the prevailing Pay as You Go rate via pre-authorised payment card. Other fees may be charged for services from time to time.

3.5) We may increase or add new fees for any Vendor Product services by giving you at least thirty (30) days’ prior notice, provided however, that the fees for any Reserved Storage purchased will not change during the then-current Reserved Storage order form term.

Fair usage – free egress policy

3.6) The Vendor’s ‘free egress’ policy is designed for use cases where you store your data, you access this data at a reasonable rate, and your use case does not impose an unreasonable burden on our service. To better understand the definition of ‘reasonable rate’ and ‘unreasonable burden’ in this context, please consider the following guidelines:

  1. If your monthly egress data transfer is less than or equal to your active storage volume, then your storage use case is a good fit for our free egress policy
  2. If your monthly egress data transfer is greater than your active storage volume, then your storage use case is not a good fit for our free egress policy

3.7) For example, if you store 100 TB with us and download (egress) 100 TB or less within a monthly billing cycle, then your storage use case is a good fit for our policy. If your monthly downloads exceed 100 TB, then your use case is not a good fit. If your use case exceeds the guidelines of our free egress policy on a regular basis, we reserve the right to limit or suspend your service.

Storage and file minimums

3.8) For monthly plans: we have a minimum monthly charge associated with 1 TB of active cloud storage. If you store less than 1 TB of active storage in your account, you will still be charged for 1 TB of storage at the prevailing rate.

3.9) For the Reserved Storage pricing model: all plans are in round TB amounts.

3.10) If you store files that are less than 4 kilobytes (KB) in size, you should be aware that our minimum file size from a charging perspective is 4 KB. You can store files smaller than 4 KB with us but (for example), if you store a 2 KB files, you will be charged as if it were a 4 KB file. This policy is comparable to minimum capacity charge per object policies in use by some AWS storage classes (for example, AWS S3 IA has a minimum capacity charge of 128 KB).

Renewal of plan

3.11) For annual plans: at the end of the initial term, your subscription will automatically renew for subsequent one (1) year terms unless either party provides the other with notice of its intent not to renew with at least ninety (90) days prior to the end of the then-current term.

3.12) For monthly (‘Pay as You Go’) plans: your subscription will automatically renew from month to month unless either party provides the other with notice of its intent not to renew with at least thirty (30) days prior notice.

Pay as You Go calculation information

3.13) For customers using the Pay as You Go pricing model, service charges are calculated in accordance with the terms described below.

3.14) Timed Active Storage: this item is the amount of active storage that is stored for the billing cycle.

3.15) Timed Deleted Storage: this item is the amount of deleted storage that has not yet reached the minimum storage retention period for the billing cycle.

3.16) Minimum Active Storage: in the event the Timed Active Storage charge is less than the monthly minimum, a charge for the difference between the monthly storage minimum and the monthly Timed Active Storage is applied.

Your content

3.17) You grant us the right to process your content as necessary to perform services, the Terms, and in accordance with the Vendor Pass Through Terms hereof. For the purposes herein, your content means ‘any and all content that you or any authorized user transfers to us for storage from time to time’.

3.18) At all times, you retain all ownership and proprietary rights in your content. You may modify or remove / export your content at any time during the term of use. Your content (and, where applicable, the related metadata) will be irretrievably deleted by us upon: (a) your deletion of Your Content or (b) cancellation or termination of your customer account (including from expiration or non-renewal of any purchase and/or plan).

4) Additional terms – GENERAL

4.1) In addition to the terms that may be set forth on Enigma’s website, in materials, quotes or otherwise, unless you have entered into a separately executed agreement with the Vendor, the Vendor Agreements govern your use, and the Vendor’s provision, of the applicable products and services provided by the Vendor. Your use of the Vendor’s products and services represents your acknowledgment of, and agreement to, the terms and conditions of the quote, if any, and the applicable terms and conditions for the Vendor’s products and services.

4.2) Amounts are exclusive of any taxes and duties, including, without limitation, VAT, service tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax, all of which are your responsibility.

4.3) Your order constitutes your firm commitment to purchase the Vendor Product as indicated on Enigma’s website, platform, materials, quotes or otherwise, for the duration of the term set forth therein. Fees due under such an order are non-cancellable, non-refundable, and remain due regardless of whether the Vendor Product purchased is fully utilized.

5) MISCELLANEOUS

5.1) We and the Vendor reserve the right to update, change, add, modify, or delete any of our terms and conditions of the Terms or any part thereof at any time, including the availability of any features on reasonable notice and on reasonable grounds as the Vendor Products evolve and change and as circumstances change. By continuing to use the Vendor Products and the relevant sites following any revision of their functionality or these Terms you demonstrate your complete and binding acceptance of any and all such changes. If you do not consent to being bound by the amended Terms, you may not use or access (or continue to use or access) the Vendor Products.

5.2) If you are a corporate body, the Terms are entered on the basis of the following representations and warranties:

  1. Each individual with whom we deal is fully empowered by you to agree to the Terms and all necessary action to authorise approval of the Terms has been taken
  2. Each individual with whom we deal on your behalf warrants that he/she has full authority, power and capacity to agree to the Terms and will take all necessary actions to enable you to lawfully agree to these Terms
  3. You are a company duly incorporated and in good standing under the relevant laws of its jurisdiction
  4. You will comply with all relevant laws, rules, regulations, decrees and other ordinances issued by any supra-governmental, governmental, state or other authority
  5. You are not a “consumer” and you will not claim any rights as a “consumer” under any relevant legislation

5.3) If you are a corporate body, no reliance should be placed on any representation made but not expressly contained in these Terms.

5.4) If you are a corporate body, the Terms and any associated contracts may be terminated by us without notice if we have reasonable grounds to believe that you are insolvent or have entered any arrangements with your creditors or if an administrative receiver is appointed over your business, property and/or assets.

5.5) If any part/provision of these Terms is found to be invalid, that provision will be eliminated or limited or to the minimum extent possible so that these terms will otherwise continue in full force and effect and be enforceable.

5.6) You may not assign these Terms, any rights under them, or delegate any obligations to be performed under these Terms without Enigma’s prior written consent. Enigma may assign its rights under these Terms to selected third parties without seeking your consent, including but not limited to cases of corporate reorganization, mergers, acquisitions, sales or transfers of all or substantially all of company assets.

5.7) These Terms shall be governed by the substantive laws of England, without regard to its choice of law provisions. You agree that the courts of general jurisdiction located in England will have exclusive jurisdiction over all disputes arising out of or relating in any way to these Terms or the Services.

5.8) For all purposes, the English language version of the Vendor Pass Through Terms shall be the original, governing instrument and understanding between you and us. In the event of any conflict between this English language version of the Terms and any subsequent translation into any other language, the English language version shall govern and control.