Private BlackBox is currently a geographically-limited service available only on the Wasatch Front & Wasatch Back.
(Salt Lake, Utah, Davis, Weber, and Summit Counties)
NOTE: You will also receive this agreement for e-signature with the welcome email and service will not be able to start until the agreement is signed.
PRIVATE BLACKBOX STORAGE AGREEMENT
This Agreement Contains an Automatically Renewable Provision
This Agreement is an important legal document which you should carefully review and understand.
In consideration of the mutual covenants contained herein, the Parties agree as follows:
1. STORAGE. During the Term of this Agreement and upon acceptance, PSI shall store in its storage facility in a temperature and humidity controlled environment and service under its management system your Private BlackBox(s) leased from PSI, or your container(s) approved by PSI (collectively the “Box”) in which your material is stored (“Stored Material”) pursuant to all terms and conditions herein, including those terms and provisions set forth in the Order placed by you on the Private BlackBox Website (the “Order”), and any Access Authorization form, all of which are hereby incorporated herein by reference. The lease charges for your Box are included in the storage fees. Any additional items stored in your Box or additional Boxes stored hereafter shall be subject to this Agreement. PSI reserves the right to reject any Stored Material delivered or tendered to PSI for any reason.
2. AUTHORIZED REPRESENTATIVE. Only you or your Authorized Representative(s) as designated on the most current Access Authorization Form shall have authority to deposit into and receive from PSI your Box. You may change your Authorized Representative(s) from time-to-time at your discretion by signing and delivering to PSI a new Access Authorization Form.
3. PICKUP AND DELIVERY. PSI’s pickup and delivery area is Salt Lake, Utah, Davis and Summit Counties, Utah (“Delivery Area”). Provided your desired pickup and delivery location for your Box is within PSI’s Delivery Area, PSI provides a one-time courier service for delivery to you of its Box and return of the Box to PSI’s storage facility at a mutually agreeable time and at no additional cost. If your desired pickup and delivery location is outside PSI’s Delivery Area, contact PSI for a quote on the cost of pickup and delivery of your Box. On the accompanying Order, you shall designate the date and time during regular business hours (within a four-hour window) when a Box may be delivered to you and returned to PSI. Upon initial delivery of the Box to you, you shall be prepared to and shall promptly place your Stored Material in the Box. Upon receipt of your Box containing your Stored Material by the courier, the courier shall promptly affix a seal thereto which contains your unique identifying number. Any additional pick-up and delivery courier services requested by you shall be charged to you at PSI’s then current fees for pick-up and/or delivery.
4. TERM. Unless sooner terminated as provided herein, this Agreement shall be for a term of three (3) consecutive months from the Effective Date (the “Initial Term”) and shall be automatically renewed, without notice, for successive periods of three months each (each a “Renewal Term”), unless and until either party shall terminate this Agreement by giving the other written notice of its election to terminate, at least thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, as the case may be (collectively, the Initial Term and each applicable Renewal Term may sometimes be referred to as the “Term”). The terms and conditions of this Agreement shall be the same for each Renewal Term, except that the fees for Services and Additional Services shall be those then currently charged by PSI for similar services for a similar Term.
5. FEES, CHARGES AND PAYMENTS. You agree to pay PSI the fees and charges for storage and courier services as set forth on the Order after which you will be contacted with a link to view and electronically sign this Agreement. You may also sign the Agreement when your Box is delivered.
From time-to-time, PSI may change its Schedule of storage and courier service fees to make the same consistent with those generally charged by PSI to other similar clients. In the event you do not approve of any such change, you may terminate this Agreement at any time prior to the end of the applicable Term or Renewal Term or renegotiate fees with PSI. In the event you do not terminate this Agreement prior to the effective date of the change in fees, such change in fees shall conclusively be deemed to be agreed to and accepted by you. All fees shall be billed and paid in advance. Transportation surcharges may apply and change monthly without notice in accordance with PSI’s fuel surcharge policy, a copy of which will be furnished to you upon request. Unless otherwise agreed in writing by PSI and you, PSI shall be entitled to utilize a third party to provide some or all of the courier services hereunder.
In the event you elect to pay fees for services for a period longer than the three months comprising the Term or Renewal Term as applicable and you withdraw your Box from storage prior to the expiration thereof, you shall be entitled to a refund of storage fees paid in excess of those for the applicable Term or Renewal Term during which your Box was in storage with PSI. Otherwise, there shall be no refunds.
You shall establish and maintain an account with Stripe, which is one of the largest credit card processing companies, and which shall provide you with access to Payment Methods and Payment Processing Services for reoccurring payments. You will be contacted with a link to electronically sign this Agreement and the link to view and sign the Stripe agreement. Your Box will not be placed in storage until this Agreement has been signed and you have paid the applicable fees. Fees and costs for PSI’s Services shall be charged to your credit card as established in accordance with Stripe’s agreement and procedures. Fees for storage and other costs are charged against your credit card and shall be paid in advance for the term set forth on the Order. If for any reason Stripe cannot charge your credit card account or if you fail to pay the fees for Services when due, you shall be liable for and shall pay PSI interest on the unpaid balance of such fees at the rate of one percent (1.0 %) per month (12% per annum) until all amounts owed PSI under this Agreement are paid in full. You shall be liable for all costs and expenses, including reasonable attorneys’ fees, incurred in collecting delinquent fees. All payments shall be applied first, toward the payment and satisfaction of accrued and unpaid costs and attorneys’ fees; second, to accrued and unpaid interest; and the remainder shall be applied toward the reduction of the fees.
Upon termination of this Agreement, the delivery of the Stored Material as directed by you shall be subject to payment of delivery charges together with any balance due for fees or costs and shall be paid in advance of delivery.
6. TITLE WARRANTY/INDEMNITY. You warrant that you are the legal owner or legal custodian of the Stored Material, and have clear title thereto, free and clear of all liens, security interests, and encumbrances. You further warrant that you have full authority to store the Stored Material in accordance with the terms of this Agreement. In addition, you represent and warrant to PSI that: (a) your acquisition of the Stored Material and placing of the same for storage with PSI does not violate any applicable federal or state laws, statutes, or regulations; and (b) the Stored Material does not constitute any Restricted Material (as defined in Section 7). If PSI is made a party to any litigation related directly or indirectly to any dispute over the rights, title to, or interests in the Stored Material, or any portion thereof or therein, you shall indemnify, defend, and hold harmless PSI against any and all fees, costs, and expenses it incurs as a result thereof, including PSI’s attorneys’ fees and costs, whether incurred before, at or after trial and on appeal. In addition, in the event that PSI becomes aware of any conflicting claim or right, title to, or interest in or to the Stored Material, PSI may interplead such dispute with a court of competent jurisdiction without liability to PSI, and you shall indemnify, defend, and hold harmless PSI against any and all costs and expenses it incurs as a result thereof including PSI’s attorneys’ fees and costs. Such legal fees and costs shall be included within and be covered by the Company’s warehouse lien against the Stored Material.
7. RESTRICTED MATERIALS. You shall not, at any time, store with PSI: (a) illegal drugs or substances, stolen property; (b) materials considered to be highly flammable, explosive, toxic, radioactive, or constitutes a chemical hazard or biohazard, except firearms which are expressly authorized by PSI in writing, (c) any organic material which may attract vermin or insects or which may cause harm or damage to any other items stored with PSI or to the Storage Facility or to PSI’s personnel; (d) other materials which are illegal, dangerous, or unsafe to store or handle in the Storage Facility or to transport to or from the Storage Facility or any matter regulated by federal or state law or by any regulation relating to the environment or hazardous materials; (e) bullion, currency, check stock, ticket stock having a value in excess of $25,000.00; (f) jewelry, gem stones, collectable coins, or other items, which have an intrinsic market value in excess of $25,000.00; and (g) more than two hard drives (collectively “Restricted Material”). PSI reserves the right, but not the obligation, to inspect any and all of the Stored Material at any time if it has reason to believe any Restricted Material has been, is, or will be stored by you. If PSI is made a party to any litigation in connection with any portion of the Stored Material being Restricted Material, you shall indemnify PSI against any and all costs and expenses it incurs as a result thereof including PSI’s attorneys’ fees and costs. By signing this Agreement, you represent and warrant to PSI that none of your Stored Material constitutes any Restricted Material.
You represent and warrant to PSI that none of the Stored Material constitute federal government classified or highly classified documents, data or information or require protection from access by foreign persons because they contain technical information regarding defense articles or defense services within the meaning of the International Traffic in Arms Regulations (22 CFR 120) or technical data within the meaning of the Export Administration Regulations (15 CFR 730-774). If any Stored Materials do contain such information, you shall notify PSI of the specific Stored Materials that contain such information and acknowledges that special storage and service rates shall apply thereto. In addition, you represent and warrant to PSI that none of your records are covered by any patents or trademarks belonging to any third persons or legal entities.
8. WAREHOUSE RECEIPTS. All warehouse receipts, if any, shall be non-negotiable and shall be in the form prescribed by PSI. Failure to return any warehouse receipt for correction within twenty-four (24) hours after receipt thereof by you shall constitute deemed acceptance by you that such receipt is correct, and that delivery will be made only in accordance with the terms thereof and this Agreement.
9. YOUR RESPONSIBILITIES. You shall set forth at the end of this Agreement the general description and the declared value of all items stored in the Box. For any electronic data stored, you shall be solely and exclusively responsible for proper user names, passwords, credentials, encryption, encryption keys, decryption keys, and other protections pertaining to any digital records stored in the Box; you shall also be solely and exclusively responsible for (a) backup of the Stored Material in the Box; (b) compliance with all laws, regulations and ordinances pertaining to the Stored Material; and (c) insurance in such types and amounts as you determine necessary or appropriate covering the loss, damage and/or destruction of the Stored Material. For digital records consisting of or containing electronically stored data and/or information comprising personal health information or personal financial information, such as social security numbers, tax returns, or bank account information including account numbers and passwords (“Confidential Information”), you shall encrypt the same, using proper and valid encryption processes by means consistent with the then-applicable valid encryption standards, requirements and processes such that they are unreadable. PSI provides its own insurance, covering among other things, its own liability, property, actions, and omissions. PSI does not insure the Stored Material. You are strongly encouraged to obtain such insurance for your Stored Material as you determine necessary or appropriate.
PSI shall have no responsibility or obligation to you for indemnification, mitigation, reimbursement or otherwise, or to any third persons or companies, from or arising out of any claim, cause of action, liability, obligation, loss, damage, cost, fee, penalty, fine, and/or expenses you may incur, including reasonable attorneys’ fees, if you have failed to properly encrypt your Confidential Information and/or its user names, passwords, credentials, encryption keys, decryption keys, and other protections pertaining to your Confidential Information as set forth above, or arising out of or resulting from any failure on your part to perform your responsibilities as set forth in this Section 9. Notwithstanding anything in this Agreement to the Contrary, you shall indemnify and hold harmless PSI from any and all such claims, damages, costs, fees, penalties, fines, losses and/or expenses that could have been prevented by your proper encryption of your Stored Material containing Confidential Information, your usernames, passwords, credentials, encryption keys, decryption keys, and other protections pertaining to the Records as set forth above.
10. LIMITATIONS OF LIABILITY.
10.1 PSI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, INJURY, THEFT OR DAMAGE TO STORED MATERIAL OR IN CONNECTION WITH THE PERFORMANCE OF ANY SERVICES OR ADDITIONAL SERVICES HEREUNDER OF ANY KIND OR NATURE, HOWEVER CAUSED, AND UNDER ANY AND EVERY LEGAL THEORY INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BAILMENT, BREACH OF WARRANTY, STATUTE, OR NEGLIGENCE, AND WHETHER THE STORED MATERIAL IS IN STORAGE AT THE STORAGE FACILITY OR IN TRANSIT TO OR FROM THE STORAGE FACILITY, UNLESS SUCH LOSS, INJURY, THEFT OR DAMAGE RESULTED FROM THE FAILURE BY PSI TO EXERCISE SUCH CARE IN REGARD THERETO AS A REASONABLY CAREFUL OFF-SITE STORAGE COMPANY WOULD EXERCISE IN LIKE CIRCUMSTANCES. PSI’S LIABILITY AND DAMAGES UNDER ANY AND EVERY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BAILMENT, STATUTE, BREACH OF WARRANTY OR NEGLIGENCE, GROSS NEGLIGENCE OR WILFULL MISCONDUCT), FROM ANY CAUSE, AND REGARDLESS OF WHETHER THE STORED MATERIAL IS IN STORAGE AT THE STORAGE FACILITY OR IN TRANSIT TO OR FROM THE STORAGE FACILITY SHALL BE LIMITED TO LOWER OF: (A) YOUR DECLARED VALUE OF THE STORED MATERIAL AS SET FORTH AT THE END OF THIS AGREEMENT, OR (B) WHAT PSI’S INSURANCE ACTUALLY PAYS ON THE APPLICABLE CLAIM. SUBJECT TO PSI’S PRIOR APPROVAL, YOU MAY INCREASE THE DECLARED VALUE OF YOUR STORED MATERIAL PRIOR TO ANY LOSS OR DAMAGE, IN WHICH EVENT, YOU SHALL PAY INCREASED FEES AS THEN AGREED UPON BETWEEN PSI ANDYOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PSI SHALL HAVE NO LIABILITY FOR THE DETERIORATION OF ANY STORED MATERIAL. PSI SHALL NOT BE LIABLE FOR LOSS OR DAMAGE TO ANY STORED MATERIALS RESULTING FROM A FORCE MAJUERE EVENT AS DEFINED IN SECTION 12 OF THIS AGREEMENT. PSI SHALL NOT BE LIABLE OR RESONSPIBLE FOR THE REPAIR, REPLACEMENT OR RESTORATION OF LOST OR DAMAGED STORED MATERIAL. PSI SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, DATA/INFORMATION BREACH NOTIFICATION REQUIREMENTS TO THIRD PARTIES UNDER STATE AND/OR FEDERAL LAW, LOST DATA/INFORMATION, AND RECONSTRUCTION, REGARDLESS OF THE FORM OF THE CLAIM AND REGARDLESS OF WHETHER ANY SUCH DAMAGES WERE FORESEEABLE. YOU SHALL CAUSE ITS INSURERS OF STORED MATERIAL TO WAIVE ANY RIGHT OF SUBROGATION AGAINST PSI. YOU MAY OBTAIN FROM PSI A DECLARATION OF ITS INSURANCE COVERAGES, INCLUDING ITS POLICY LIMITS.
10.2 PSI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
10.3 PSI SHALL HAVE NO LIABILITY OR OBLIGATION TO YOU FOR INDEMNIFICATION, MITIGATION, REIMBURSEMENT OR OTHERWISE RESULTING FROM OR ARISING OUT OF ANY CLAIM, CAUSE OF ACTION, LIABILITY, OBLIGATION, LOSS, DAMAGE, COST, FEE, PENALTY, FINE, AND/OR EXPENSE YOU MAY INCUR ARISING THEREFROM (A) UNLESS SUCH CLAIM, CAUSE OF ACTION, LIABILITY, OBLIGATION, LOSS, DAMAGE, COST, FEE, PENALTY, FINE AND/OR EXPENSE IS CAUSED IN WHOLE OR IN PART BY THE WILLFUL, FRAUDULENT OR NEGLIGENT ACTS OR OMISSIONS OF PSI, OR (B) IF YOU ARE IN DEFAULT UNDER THIS AGREEMENT.
10.4 Acceptance of return of the Box with an unbroken seal conclusively presumes that no loss has occurred. Claims by you for loss, damage, or destruction must be presented in writing to PSI within a reasonable time and in no event longer than twenty (20) days after you have taken possession of your Stored Material in the Box or are notified by PSI or otherwise receives notice that such loss, damage, or destruction has occurred, whichever time is shorter. No action or suit may be maintained by you or others against PSI, unless such timely written claim has been submitted by you to PSI, and unless such action or suit is commenced either within nine (9) months after date of delivery or return by PSI of the applicable Stored Material, or within nine (9) months after you are notified or otherwise received notice of the events that give rise to your claim, whichever is sooner. The Parties intend for the limitations of liability set forth in this Section 10 to cover all claims under this Agreement and the entire relationship between the Parties, including any subsequent related amendments, exhibits, schedules, addenda, or agreements.
11.1 The occurrence of any one or more of the following events shall constitute a default by you:
a. Failure to pay any sum due hereunder when due; or
b. Breach of any provisions of this Agreement; or
c. You become insolvent or file, or has filed against you, any proceeding in federal or state court seeking relief as a debtor; ord. You fail to cooperate with PSI in a manner that substantially hinders PSI from providing its services under this Agreement.
11.2 Upon the occurrence of default, PSI, at its sole option, may exercise any or all of the following remedies, with or without terminating the Agreement:
a. Demand payment in advance by certified check, cashier’s check, money order, or wire transfer prior to the performance of any Services and Additional Services on behalf of you;
b. Demand in writing that you immediately pick up the Stored Material;
c. Deliver the Stored Material to your designated delivery address; or if none specified, to your address;
d. Upon ninety (90) days’ advance written notice to you, PSI may open the Box and destroy, sell, or dispose of Stored Material. (In this regard, you agree that, since the Stored Material has little or no market value, that sale of the material would be impractical, and that destruction, sale or disposal of your Stored Material is the only reasonable way for PSI to mitigate its damage.) In such event, you shall be liable for all related costs and expenses;
e. If this Agreement has not been terminated, you shall continue to pay all sums due under this Agreement up to and including the date of delivery of the Stored Material as provided in (b) above or the date of destruction, sale, or disposal as provided in (d) above;
f. Terminate this Agreement with immediate effect, whereupon PSI shall recover all damages suffered by reason of such termination, including cost, expenses, and reasonable attorneys’ fees; and/or
g. Retain the Stored Material until payment is made of all Storage Fees and any and all other fees, costs, and expenses.
11.3 In the event PSI takes any action or does not take any action pursuant to this Section 11, it shall have no liability to you or anyone claiming through you arising from such action or inaction. The exercise by PSI of any one or more of the remedies provided in this Agreement, as applicable, shall not prevent the subsequent exercise by PSI of any one or more of the other remedies herein provided. All remedies provided for in this Agreement are cumulative and may, at the election of PSI, be exercised alternatively, successively or in any other manner, and are in addition to any of the rights provided by law. PSI shall be entitled to include all reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.
12. FORCE MAJEURE. Neither PSI nor you shall be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of God or the public enemy, explosion, fires, floods, earthquake, epidemic, acts of terrorism, seizure or legal process, civil disturbance, acts of civil or military authorities, power outages, cable failures, cable provider failures, internet failures, quarantine restrictions, strikes, freight embargos, unusually severe weather, canyon closures, loss or destruction of Stored Material for which PSI is not liable or because of any other excuse provided by law (collectively a “Force Majeure Event”).
13. WAREHOUSE LIEN. PSI shall have, and you hereby recognize and acknowledge the validity and enforceability of, PSI’s warehouse lien covering your Stored Material for any and all existing and hereafter arising unpaid fees, charges, costs, or expenses due and owing to PSI under the Agreement. This Agreement is incorporated by reference into the warehouse receipts issued to you as though fully set forth therein.
14. MISCELLANEOUS. This Agreement constitutes the entire Agreement between the Parties, and supersedes any and all prior agreements, arrangements, understandings, and representations, whether oral or written, between the Parties. You may not assign this Agreement without the written consent of PSI. No modification of this Agreement shall be binding unless in writing, attached hereto, and signed by the Party against which it is sought to be enforced. No waiver of any right or remedy shall be effective unless in writing and, nevertheless, shall not operate as a waiver of any other right or remedy on a future occasion. Every provision of this Agreement is severable. The invalidity of any provision or portion of a provision of this Agreement shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision. If any term or provision is illegal, invalid, or unenforceable, there shall be added automatically as part of this Agreement, a provision as similar in terms as necessary to render such provision legal, valid, and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Utah. Any suit, action or proceeding seeking to enforce or interpret this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah in each case located in Salt Lake City and County of Salt Lake and State of Utah, and such courts shall have exclusive jurisdiction over the Parties. These consents and this Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. No person or legal entity shall be deemed to be a third-party beneficiary of this Agreement or any of the provisions hereof. Unless delivered personally, all notices shall be addressed to the appropriate addresses noted in the introductory paragraph of this Agreement, or as otherwise noted in writing in accordance with this provision. This Agreement may be signed and transmitted electronically and may be signed in counterpart. Notices shall be in writing and shall be addressed to the applicable Party at the address or otherwise as provided in the introductory paragraph of this Agreement or at the end hereof, as applicable, and shall be given by confirmed electronic transmission, confirmed facsimile transmission, next-day courier, certified mail or United States First Class Mail, and shall be effective upon receipt unless mailed by United States First Class Mail, in which event notices shall be deemed to have been received as of the third business day after the date of posting. In the event it becomes necessary to interpret or enforce any of the terms or provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred both before and after suit, after judgment, on appeal and for collection. Nothing in this Agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, agency, or fiduciary relationship between the Parties hereto. PSI is an independent contractor.