These Terms and Conditions may be revised from time to time. Your continued access to or use of the Website after the revised version has been posted shall constitute your acceptance of the revised Terms and Conditions, either in your own capacity or (as the case may be) for and on behalf of your organisation.
| 1. | Definitions |
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| (a) | “Account” has the meaning given to it in Clause 5.1. |
| (b) | “Analytics” has the meaning given to it in Clause 6.4(f). |
| (c) | “Feedback” has the meaning given to it in Clause 9.5. |
| (d) | “Force Majeure Event” has the meaning given to it in Clause 14.1. |
| (e) | “Intellectual Property Rights” means patents, trademarks, service marks, copyright (including future copyright), know how, design rights, database rights, rights in software, rights in designs and inventions, trade secrets, confidential information, trade and business names and brands, internet domain names, any application (whether pending, in process or issued) for any of the foregoing and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed. |
| (f) | “Maintenance” means any scheduled or urgent suspension or restriction of the Website to allow for Updates, upgrades, repairs, and maintenance of the Website. |
| (g) | “Payment Method” has the meaning given to it in Clause 10.2. |
| (h) | “Registration Data” has the meaning given to it in Clause 5.2(a). |
| (i) | “Technical Data” means system specific data or information and other technical data relating to the Website. |
| (j) | “Term” has the meaning given to it in Clause 12.1. |
| (k) | “Third-Party Materials” has the meaning given to it in Clause 8.1. |
| (l) | “Unavailability” has the meaning given to it in Clause 3.1(c). |
| (m) | “Updates” means updates, bug fixes, patches, corrections, modifications, enhancements, new releases, the introduction of new functionalities or features to, or the removal or modification of existing functionalities or features from, the software components of the Website. |
| (n) | “User Content” means the data and information submitted or provided to StorHub by you including reviews of your storage experience to be published on the Website. |
| (o) | “User Device” means a mobile phone, a tablet, or other compatible computing devices capable of accessing and using the Website. |
| (p) | “User Failure” means any failure or inability to access or use the Website that is attributable to the user, including without limitation to (i) your access or use of, or attempt to access or use, the Website in breach of these Terms and Conditions, (ii) your non-compliance with the user restrictions as set out in Clause 4, (iii) your delay in performing, or failure to perform any of your obligations under these Terms and Conditions (including making payments), (iv) connectivity issues with the user’s internet connection, and/or (v) failure or incompatibility of the User Devices to access or use the Website. |
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| 2. | License |
| 2.1. | StorHub hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-assignable and non-exclusive license to access and use the Website subject to your compliance with these Terms and Conditions, in addition to all other applicable terms, conditions and policies imposed by us, including but not limited to the terms and conditions of any storage or other agreement which you have entered into with us. |
| 2.2. | The grant of this license does not constitute a transfer or sale of the Website or any copy thereof, and we retain all rights, title, and interest in and to the Website, including any Intellectual Property Rights therein. For the avoidance of doubt, the Website is licensed, not sold, to you by us pursuant and subject to these Terms and Conditions and any other applicable terms and conditions imposed by us. |
| 3. | Availability of the Website |
| 3.1. | StorHub will use commercially reasonable efforts to make the Website available to you. Notwithstanding the foregoing and without limitation to Clause 11 (No Warranty), you acknowledge and agree that: |
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| (a) | as the applicable laws may be subject to changes from time to time, StorHub cannot guarantee that your access to or use of the Website will always remain compliant with the applicable laws; |
| (b) | the availability and performance of the Website may vary depending on a variety of factors, including without limitation to the specifications of the User Device used by you, and the stability of the internet or telecommunication network. Other than statutory guarantees that cannot be excluded by law such as those under the Australian Consumer Law, StorHub makes no representations or warranties, whether express, implied, or otherwise, to the performance (including without limitation to quality, speed, service level or efficiency), uptime, or availability of the Website, or that your access to or use of the Website will be uninterrupted, error-free or will meet your needs or requirements; and |
| (c) | other than under any statutory guarantees that may not be excluded such as those under the Australian Consumer Law, StorHub shall not be held in any way responsible or liable for any errors or disruptions in the Website or your inability to access or use the Website (or any part thereof) (“Unavailability”) for any reasons, and any losses or damages you may suffer as a result of such error or Unavailability, including where such error or Unavailability is due in part or in whole to any of the following: |
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| (i) | User Failure; |
| (ii) | Maintenance; |
| (iii) | Force Majeure Event; |
| (iv) | changes in laws or orders or requirements of a court or other governmental authority; |
| (v) | any suspension or termination of your Account, access and/or use of the Website in accordance with these Terms and Conditions; and/or |
| (vi) | failure of the internet, telecommunication network, power grid failure, or any other reasons not caused by or attributable to StorHub, or beyond StorHub's control. |
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| 4. | Use Restrictions |
| 4.1. | You shall: |
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| (a) | at all times access and use the Website in compliance with these Terms and Conditions and all applicable laws; and |
| (b) | obtain all consents, permissions, and authorisation required under applicable laws from individuals as necessary to input, provide, transfer, and make available data (including personal information) to StorHub for the purposes of using the Website. |
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| 4.2. | You shall not: |
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| (a) | make the Website (or any part thereof) available to, provide services using the Website, or use the Website for the benefit of anyone other than yourself and/or your organisation; |
| (b) | rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, or lease the Website or otherwise make available to any third party for any reason; |
| (c) | interfere with or disrupt the integrity or performance of the Website, or any information and content contained thereon; |
| (d) | copy, adapt, modify, prepare derivative works based upon, transfer, publicly display, transmit, or otherwise exploit the Website, including any function or feature thereof; |
| (e) | use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download any information and data from the Website; |
| (f) | access the Website in order to build a competitive product or service or otherwise to compete with StorHub; |
| (g) | reverse engineer, disassemble, or otherwise attempt to derive or gain access to the source code or infrastructure of the Website or any part thereof; |
| (h) | attempt to probe, scan, or test the vulnerability of the Website, any StorHub system or network or breach any security or authentication measures, or otherwise attempt to benchmark the Website or StorHub’s performance of any services; |
| (i) | store or transmit code, files, agents, or programs that could harm the Website or other users, including viruses, worms, time bombs, and Trojan horses; |
| (j) | remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Website, including any copy thereof; |
| (k) | post, upload, publish, submit or transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships, that infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral or other Intellectual Property Rights, or rights of publicity or privacy, or that otherwise violates applicable law or regulation; and/or |
| (l) | provide any competitor of StorHub (including any employee, representative, vendor, contractor, service providers, consultant, advisor and/or partner of such competitor) with access to or use of the Website (or any part thereof), including by read-only access, direct access through identification and password information, or otherwise. |
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| 4.3. | You acknowledge and agree that: |
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| (a) | StorHub has no obligation to monitor your access to or use of the Website but has the right to do so for the purpose of operating the Website, to ensure your compliance with these Terms and Conditions or to comply with applicable laws or the order or requirement of a court or governmental authority; |
| (b) | StorHub reserves the right, at any time and without prior notice, to terminate the license granted to you under these Terms and Conditions and remove or disable your access to and use of the Website (or any part thereof) should StorHub, at its sole and absolute discretion, consider any of your actions or operations to be in violation of these Terms and Conditions or is otherwise harmful to the Website or any users of the Website; and |
| (c) | StorHub may investigate and take legal action in respect of violations of these Terms and Conditions to the fullest extent of the law and involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms and Conditions. |
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| | Your use of the Website also shall be subject to the terms and conditions of the Privacy Policy presented or made available when accessing the Website, and any other applicable terms and conditions applicable for the time being in force. |
| 4.4. | Updates. You acknowledge and agree that StorHub may regularly update the Website and reserves the right to add and/or substitute functionally equivalent features for any reason, without notifying you. StorHub shall have the right to remove, suspend or discontinue any component, feature, or function of the Website without any liability towards you. You further agree that all updates to the Website will be deemed part of the Website and be subject to these Terms and Conditions. |
| 5. | User Account |
| 5.1. | In order to access certain features of the Website, you are required to become a registered user by registering an account on the Website (“Account”). |
| 5.2. | In creating an Account, you agree to: |
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| (a) | provide true, accurate, current and complete information about yourself as may be required by StorHub (the “Registration Data”); |
| (b) | maintain and promptly update the Registration Data to keep it true, accurate, current and complete; |
| (c) | not create an Account using a false identity or information, or on behalf of someone other than yourself; and |
| (d) | immediately notify StorHub in writing if you suspect or become aware of any unauthorised use of or access to your Account, or any other breach of security in relation to your Account or the Website. |
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| 5.3. | You shall be solely responsible for: |
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| (a) | maintaining strict confidentiality and security of your Account and shall not allow another person to use your Account to access the Website; and |
| (b) | all activities on the Website that occur under or through the use of your Account. If you are accessing the Website on behalf of your organisation, all such activities will also be attributable to and binding on your organisation. |
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| 5.4. | StorHub shall not be liable to you for any harm or loss arising from or relating to the theft or use of your Account by, or your disclosure of your Account to, another person or entity, other than as a result of StorHub’s negligence or wilful misconduct. |
| 5.5. | StorHub reserves the right to temporarily or permanently suspend or terminate your Account or impose limits on or restrict your access to and use of the Website with or without notice at any time for the following reasons: |
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| (a) | if you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or StorHub has reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete; |
| (b) | if StorHub has reasonable grounds to believe you have violated, or are about to violate, these Terms and Conditions, including any incorporated agreements, policies or guidelines, or any applicable laws or regulations, or that your Account may have been compromised; |
| (c) | if activities occur under your Account which, in StorHub’s opinion, would or might cause damage or losses to StorHub or any users of the Website (whether yourself or other users), impair StorHub’s ability to provide the Website, or infringe or violate any third party rights (including but not limited to Intellectual Property Rights); |
| (d) | in response to orders, directions or requests by a court or any law enforcement or other governmental authority; and/or |
| (e) | due to unforeseen or unexpected technical or security issues or problems. |
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| 5.6. | You agree not to create an Account or use the Website if you have previously been banned from the Website by StorHub. |
| 6. | User Content |
| 6.1. | The Website permits certain User Content to be published. |
| 6.2. | You hereby grant StorHub an exclusive, royalty-free, worldwide license to access and use User Content during the Term for any business purposes of StorHub. |
| 6.3. | You represent and warrant that you own the User Content, have the legal right and authority to grant to StorHub the said license, and will continue to own and maintain the legal right and authority to grant to StorHub the said license, throughout the Term. |
| 6.4. | You acknowledge and agree that: |
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| (a) | you are solely responsible for making sure that the disclosure and use of data (including but not limited to personal information), User Content and other information that you provide to StorHub through the means described herein do not violate any applicable law or infringe upon the Intellectual Property Rights of any third party; |
| (b) | you shall not knowingly post or upload any User Content or data which: |
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| (i) | is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; |
| (ii) | violates or infringes upon the rights of others, including but not limited to Intellectual Property Rights or any right of privacy or publicity; or |
| (iii) | otherwise violates any applicable law or the order or requirement of a court or governmental authority; |
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| (c) | StorHub may remove any violating content posted on the Website at any time; |
| (d) | you shall promptly provide written notice to StorHub in the event you discover any User Content provided is unlawful, contains errors, or otherwise violates the provisions of these Terms and Conditions; and |
| (e) | StorHub may monitor, analyse and compile statistical and performance information based on User Content in an aggregated and anonymised format ("Analytics"). You agree that StorHub may make such Analytics publicly available and use it for any purpose, including to develop new products or services, provided that such Analytics is anonymised and cannot be used to identify any person or entity. |
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| | 6.5. You acknowledge and agree that StorHub shall be entitled to collect, access, modify, distribute, audit, reproduce, delete or remove any User Content relating to you freely and in perpetuity to the extent necessary to: |
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| (a) | protect you and other users of the Website; |
| (b) | provide, protect and/or improve StorHub’s products and services, whether now in existence or in the future; |
| (c) | conduct and/or provide statistical analysis; |
| (d) | protect the integrity of any data held by StorHub; |
| (e) | ensure your compliance with these Terms and Conditions, any applicable laws or regulations, and/or the order or requirement of a court or governmental authority; and |
| (f) | disclose such data and information if required by law, to enforce these Terms and Conditions, or to protect StorHub’s rights or those of other users of the Website. |
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| 7. | Personal Information Protection |
| 7.1. | The collection, use, disclosure and processing of your personal information on the Website shall be governed by StorHub’s Privacy Policy, accessible at https://www.storhub.com.au/privacy-policy. |
| 8. | Third-Party Materials |
| 8.1. | StorHub may display, include or make available third-party content or provide links to third-party websites or services (collectively, “Third-Party Materials”) on the Website. You acknowledge and agree that any Third-Party Materials you access through the Website are entirely at your own risk. |
| 8.2. | Without prejudice to the foregoing, you acknowledge and agree that: |
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| (a) | StorHub may but shall have no obligation to monitor and review such Third-Party Materials, and shall not be responsible for such Third-Party Materials, including their accuracy, adequacy, completeness, legality, reliability, suitability, or validity or any other aspect thereof; |
| (b) | StorHub does not assume and will not in any way have any liability or responsibility to you or any other person or entity for any Third-Party Materials; |
| (c) | Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ policies and terms and conditions; |
| (d) | StorHub does not guarantee the continued availability of such Third-Party Materials, and may cease displaying, including or making available such Third-Party Materials at any time at its sole discretion without any liability to you; and |
| (e) | StorHub makes no representations or warranties whatsoever, and shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur arising out of, in connection with or in relation to your use of Third-Party Materials, any transactions completed in or through the same, nor for any contract entered into by you with any third party. |
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| 8.3. | You shall indemnify StorHub against all costs, losses, liabilities and damages which arise from any action or claim against StorHub from third parties in respect of your use of, integration and/or interface with Third-Party Materials and related data, except to the extent caused by StorHub’s breach, negligence or wilful misconduct. |
| 9. | Intellectual Property |
| 9.1. | Ownership. You acknowledge and agree that StorHub and its third-party licensors own all rights, title and interests (including without limitation to Intellectual Property Rights) in and to: |
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| (a) | the Website; |
| (b) | any trademarks, service marks, trade names, domain names, website name, other significant brand features or specific descriptions which will allow a third party to identify StorHub (collectively, “StorHub Proprietary Markings”); |
| (c) | all updates, derivatives and modifications developed or derived therefrom, including without limitation to any software, source and object codes, algorithms, data models technology, web pages, text, pictures, images, audio, video, charts, layout design, and electronic documents, or customisation to the Website; |
| (d) | any reports or data generated by StorHub in the course of providing the Website to you; |
| (e) | any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from StorHub’s provision of the Website, including but not limited to any intangible ideas, residual knowledge, concepts, know-how, and techniques related to any new features for the Website, whether or not created for you; and |
| (f) | any operation and technical data relating to the Website (including without limitation to your Account information, Registration Data, operation records, and service orders), |
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| | (collectively, the “StorHub Intellectual Property”). |
| 9.2. | Other than the limited license and use rights expressly set forth in these Terms and Conditions, StorHub does not grant you any rights to the StorHub Intellectual Property and reserves all rights therein. |
| 9.3. | You shall not, and shall not permit any other person to: |
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| (a) | access or use the StorHub Intellectual Property except in accordance with these Terms and Conditions; |
| (b) | display, use, apply for registration any StorHub Proprietary Markings; |
| (c) | represent to any other persons, that you have the right to display, use or to otherwise dispose of the StorHub Proprietary Markings; |
| (d) | modify, alter, remove, delete or destroy any StorHub Proprietary Markings placed upon or contained within the Website; or |
| (e) | take any action which would cause the Website or any part thereof to be placed in the public domain or to become open-source software. |
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| 9.4. | StorHub’s vendors, contractors, service providers, partners and/or participating corporations are the owners of their respective trade and service marks appearing on the Website and all rights are reserved in respect of such trade and service marks. |
| 9.5. | Feedback. If you propose or provide any ideas, suggestions, recommendations, enhancements, improvements or other feedback (collectively “Feedback”) to StorHub, then you hereby grant to StorHub a perpetual, irrevocable, transferable, royalty-free right (including a right of sub-license) to use, reproduce, modify or adapt all or any part of such Feedback (including all copyright and other intellectual property rights that may subsist in such Feedback) and to disclose any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in such Feedback in any manner and for any purpose in StorHub’s discretion without remuneration , attribution or liability to you, provided that the foregoing shall not in any way create or imply any obligation on the part of StorHub to use such Feedback. |
| 9.6. | Publicity. You acknowledge and agree that StorHub may identify your organisation as a user of the Website and use your organisation’s trademarks, service marks, or logos in sales presentations, press releases and marketing materials in order to reference your organisation as a customer of StorHub. |
| 10. | Price and Payment |
| 10.1. | StorHub may from time to time make changes to the cost of its products and services, including recurring storage fees, and will communicate any price changes to you in advance. If you do not agree to a price change, you can reject the change by terminating your storage agreement prior to the price change going into effect, in accordance with the terms and conditions of your storage agreement. |
| 10.2. | StorHub accepts variety of payment options, including Visa, Mastercard, American Express, and Union Pay (“Payment Method”). |
| 10.3. | By entering your payment information and submitting your booking order, you authorise us to share your information with our third-party payment processors in order to charge the amount of your invoice to your selected Payment Method. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. It is your responsibility to check the details with your Payment Method service provider, and you shall indemnify, defend and hold harmless StorHub from and against all such charges, expenses, liabilities and costs (including legal fees and expenses on a full indemnity basis) incurred in connection with your use of the selected Payment Method. |
| 11. | No Warranty |
| 11.1. | The information and materials contained on the Website, including text, graphics, links or other items - are provided on an "as is," "as available" basis, with all faults. StorHub expressly disclaims all warranties, representations, and conditions of any kind, whether express, implied or otherwise, with respect to these Terms and Conditions, the Website and/or the results that may (or may not) be achieved by use of the Website by you, including without limitation to all implied warranties of non-infringement, accuracy, timeliness or effectiveness, and any warranties arising from a course of dealing or usage. StorHub does not represent or warrant that the operation of the Website will be uninterrupted or error-free and while StorHub has used reasonable measures, you acknowledge and agree that StorHub cannot guarantee the security or accessibility of your information. You further acknowledge that StorHub uses a third party to host the website, and StorHub makes no representation or warranty and shall have no liability for such third-party services. StorHub makes no representation or warranty regarding the accuracy or completeness of any information provided in connection with or results obtained through the use of the Website, and StorHub shall have no liability whatsoever for any claim arising from, in connection with or relating to any use of such information or results. This Clause 11 is subject to any statutory guarantees under the Australian Consumer Law that cannot be excluded. |
| 12. | Term and Termination |
| 12.1. | These Terms and Conditions shall commence on the date when you accepted these Terms and Conditions and remain in full force and effect while you access or use the Website unless terminated earlier in accordance with these Terms and Conditions (the “Term”). For the avoidance of doubt, you hereby acknowledge and agree that these Terms and Conditions commenced on the earlier of (a) the date you first accessed the Website, or (b) the date you accepted these Terms and Conditions. You may terminate these Terms and Conditions by ceasing use of the Website and, if you have an Account, cancelling or terminating your Account. |
| 12.2. | Upon any termination of these Terms and Conditions: |
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| (a) | all rights and licenses granted to you shall cease, and you shall immediately discontinue use of the Website; |
| (b) | your access to the Website shall be terminated; |
| (c) | your Account and related information, files and content associated with or inside your Account (or any part thereof), may be deleted from StorHub’s database at StorHub’s sole and absolute discretion. You acknowledge and agree that StorHub shall not have any obligation to retain information, files and content associated with or inside your Account (or any part thereof) and shall not in any way have any liability whatsoever to you for deletion of such information, files, content; and |
| (d) | where applicable, you shall promptly pay (or procure your organisation to pay) all amounts due to StorHub as of the effective date of termination. |
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| 12.3. | Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after the termination of these Terms and Conditions shall remain in full force and effect, including without limitation to Clauses 4 (Use Restrictions), 7 (Personal Information Protection), 9 (Intellectual Property), 11 (No Warranty), 12 (Term and Termination), 13 (Governing Law and Jurisdiction) and 14 (General Provisions). |
| 13. | Governing Law and Jurisdiction |
| 13.1. | By accessing the Website, you agree that the laws in force in New South Wales, Australia shall govern such access, and you agree to submit to the exclusive jurisdiction of the courts in New South Wales, Australia. |
| 14. | General Provisions |
| 14.1. | Neither party shall in any way be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”). If a Force Majeure Event occurs that affects a party’s performance of its obligations under these Terms and Conditions, the affected obligations under these Terms and Conditions will be suspended and the time for that party’s performance of its obligations will be extended for the duration of the Force Majeure Event. |
| 14.2. | These Terms and Conditions are entered into between you and us. For the avoidance of doubt, except StorHub’s subsidiaries, affiliates and related corporations, or as expressly stated in these Terms and Conditions, a person who is not a party to these Terms and Conditions shall have no right to enforce any of these Terms and Conditions. |
| 14.3. | No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right. |
| 14.4. | These Terms and Conditions, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without StorHub’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. |
| 14.5. | If a court of competent jurisdiction finds any provision of these Terms and Conditions invalid or unenforceable, that provision of these Terms and Conditions will be amended to achieve as nearly as possible the intent of the parties, and the remainder of these Terms and Conditions will remain in full force and effect. |
| 14.6. | You agree that no joint venture, partnership, employment, or agency relationship will exist between you and us as a result of these Terms and Conditions and/or your access and use of the Website. |
| 15. | Contact Information |
| 15.1. | If you have any questions about these Terms and Conditions, or if you wish to send us any notices in relation to these Terms and Conditions, you may contact us at: [email protected] |