This Master Service Agreement (“Agreement”) is entered into between Polystorage LLC, a Michigan limited liability company (“Polystorage”), and the business entity that creates an account on the platform and accepts this Agreement (“Customer”). This Agreement governs Customer’s access to and use of the polystorage platform at polystorage.io (the “Service”). By clicking “I Accept,” Customer agrees to be bound by this Agreement on behalf of itself and its authorized employees, contractors, and agents (“Authorized Users”). The subscription plan, billing cycle, and fees applicable to Customer’s account are set forth in the platform’s billing settings at the time of account activation and as updated in accordance with Section 3.
Section 1 — License and Acceptable Use
1.1 License Grant. Subject to Customer’s compliance with this Agreement and timely payment of all fees, Polystorage grants Customer a limited, non-exclusive, non-transferable right during the term of this Agreement to access and use the Service solely for Customer’s internal storage facility management operations.
1.2 Restrictions. Customer shall not: reverse engineer, copy, or create derivative works of the Service; sublicense or resell access to the Service; use the Service to build a competing product; use automated scraping tools except through Polystorage’s supported API; or exceed the usage limits of Customer’s subscription tier. All use of the Service is further subject to the Acceptable Use Policy, which is incorporated into this Agreement by reference.
1.3 Acceptable Use. Customer shall not use the Service to: initiate lien enforcement or auction actions without first complying with applicable state self-storage lien law; send unsolicited communications to tenants; process payment card data outside of Polystorage’s designated payment workflow; or enable the convenience fee feature in states where such fees are prohibited by law without first obtaining legal counsel’s confirmation. The Acceptable Use Policy sets out additional operator-specific and tenant-specific prohibitions and is incorporated by reference.
1.4 Suspension. Polystorage may suspend Customer’s access without prior notice if Customer engages in conduct that creates a security risk or legal liability for Polystorage or other customers, and will provide written notice promptly following any suspension.
Section 2 — Customer Responsibilities
2.1 Legal Compliance. Customer is solely responsible for complying with all federal, state, and local laws applicable to its storage facility operations, including all self-storage lien laws, the Servicemembers Civil Relief Act (50 U.S.C. §§ 3901–4043), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all applicable consumer protection statutes. Customer is solely responsible for ensuring its lien enforcement procedures — including notice periods, delivery methods, publication requirements, and auction procedures — comply with the applicable statute in each state where Customer operates, regardless of any templates or workflow tools provided by the Service. Customer must verify the military status of any tenant before proceeding with lien enforcement and handle surplus auction proceeds in accordance with applicable law.
2.2 No Legal Advice. The Service provides software tools and workflow automation. It does not constitute legal advice. No notice template, lien status workflow, statutory language field, or other content provided through the Service constitutes a legal opinion. Customer is solely responsible for verifying that any notice, template, or document generated by the Service complies with applicable law before use and for obtaining its own legal counsel for all jurisdiction-specific compliance questions.
2.3 Data Accuracy. Customer shall maintain accurate and complete tenant records within the Service. Polystorage is not responsible for errors, losses, or compliance failures arising from inaccurate or incomplete Customer data.
Section 3 — Fees and Payment
3.1 Subscription Fees. Customer shall pay the fees applicable to the subscription plan selected at account activation. All new accounts receive a fourteen (14)-day free trial beginning on the date the account is provisioned; no charge is made during the trial period. At the end of the trial, Customer’s payment method on file will be charged the applicable monthly fee, and billing will recur monthly on that same calendar date thereafter.
3.2 Payment; Late Fees. Customer’s payment method on file will be charged automatically on each billing date. If a charge fails, Polystorage will notify Customer and will retry the charge up to three (3) times over nine (9) calendar days. If all retries fail, Polystorage will suspend Customer’s access and notify Customer that payment is required. Customer shall then have twenty-one (21) calendar days to cure by updating their payment method and settling the outstanding balance. If payment is not received within that period, Polystorage may terminate the subscription. Polystorage may charge a late fee of 1.5% per month (or the maximum permitted by law) on any outstanding balance that remains unpaid after the initial nine (9)-day retry window.
3.3 Disputes; Taxes. Customer must raise invoice disputes in writing within thirty (30) days of the invoice date; disputes raised later are waived. All fees are exclusive of applicable taxes, which are Customer’s responsibility.
3.4 Refunds; Fee Changes. Fees are non-refundable except that if Polystorage terminates this Agreement without cause, it will issue a prorated refund for the unused portion of the current billing cycle. Polystorage may change fees on thirty (30) days’ written notice; if Customer does not accept the new fees, Customer may terminate without penalty before the effective date of the change.
Section 3A — Payment Processing and Connected Account
3A.1 Connected Account. Online rent collection through the Service is provided via Stripe Connect. Polystorage creates and controls a Stripe connected account on Customer’s behalf (the “Connected Account”). Customer’s use of the Connected Account is subject to the Stripe Connected Account Agreement, which Customer accepts as a condition of enabling online payments. Customer shall provide accurate and complete verification information (including business, beneficial-owner, representative, and bank account details) during onboarding and shall promptly update that information upon Polystorage’s or Stripe’s request. Failure to satisfy Stripe’s verification requirements may result in suspension of charge processing or payouts; such suspension is not a breach of this Agreement by Polystorage.
3A.2 Chargebacks; Reversals; Negative Balances. Customer is responsible for all refunds, chargebacks, payment reversals, dispute fees, fines, and penalties arising from transactions with its tenants. Customer authorizes Polystorage to recover any such amounts by debiting the Connected Account balance, offsetting future payouts, debiting the bank account linked to the Connected Account, or invoicing Customer directly; invoiced amounts are subject to the payment terms in Section 3.2. Customer authorizes debits necessary to cure any negative balance on the Connected Account.
3A.3 Payouts. Payouts to Customer’s linked bank account follow the platform’s payout schedule and Stripe’s processing timelines; payout timing is not guaranteed. Polystorage may pause payouts where required by Stripe or applicable law, or upon reasonable suspicion of fraud or unlawful activity, and will restore payouts promptly once the underlying issue is resolved.
3A.4 Transaction Fees; Refunds. Each transaction processed through the Service is subject to card network or bank processing costs and the platform transaction fee applicable to Customer’s subscription plan, each disclosed in the platform’s payment settings before Customer enables online payments. These amounts are deducted from each transaction before payout. When Customer refunds a tenant payment, the refund is funded from the Connected Account balance, and processing costs and platform fees from the original transaction are not returned.
3A.5 Prohibited Uses; Network Rules. Customer shall not use payment processing for any business or activity included on Stripe’s Restricted Businesses list, and shall comply with applicable card network rules and NACHA operating rules with respect to transactions it initiates through the Service.
3A.6 Tax Reporting. Where required by law, Polystorage (through Stripe) files IRS information returns (including Form 1099-K) reflecting payments processed through the Connected Account, and delivers copies electronically through the platform. Customer consents to electronic delivery of tax forms and is responsible for the accuracy of the taxpayer information it provides.
Section 4 — Intellectual Property and Data
4.1 Polystorage Ownership. Polystorage retains all right, title, and interest in the Service, its underlying technology, Documentation, and all improvements thereto. No rights are granted to Customer except the limited license in Section 1.1. Customer hereby irrevocably assigns to Polystorage all right, title, and interest, including all intellectual property rights, in and to any ideas, suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Authorized Users regarding the Service (“Feedback”). This assignment is made as a condition of the license granted in Section 1.1 and constitutes part of the consideration for this Agreement; Customer acknowledges that Polystorage would not enter into this Agreement without receiving this assignment. To the extent any Feedback is not fully assignable by operation of law, Customer grants Polystorage a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, create derivative works of, and commercialize such Feedback without restriction. Polystorage may incorporate Feedback into the Service or other products at its discretion without compensation, attribution, or further obligation to Customer.
4.2 Customer Data. Customer retains ownership of all data submitted through the Service (“Customer Data”). Customer grants Polystorage a limited license to process Customer Data solely to provide and improve the Service and fulfill Polystorage’s obligations under this Agreement. For purposes of this Section, “improve the Service” means developing or enhancing platform features and capabilities for the general benefit of the Service and does not include training machine learning models on Customer Data in identifiable or pseudonymous form, or using Customer-specific usage patterns to develop features that exclusively benefit other customers. Polystorage may use aggregated, anonymized data derived from platform usage for any lawful business purpose.
4.3 Data Processing. To the extent Customer Data includes personal data, Polystorage processes it as a data processor under Customer’s documented instructions. The Data Processing Agreement attached as Exhibit A governs that processing and is incorporated by reference. In any conflict between this Agreement and the DPA on personal data matters, the DPA controls. Polystorage will notify Customer within five (5) business days of becoming aware of any event that Polystorage reasonably believes may involve unauthorized access to Customer Data. Initial notification shall not be delayed pending full confirmation of the incident’s scope. Polystorage will provide a supplemental written report with confirmed findings within fifteen (15) days of initial notification.
Section 5 — Confidentiality
5.1 Obligations. Each party (“Receiving Party”) shall hold the other party’s non-public business and technical information (“Confidential Information”) in strict confidence, use it only for purposes of this Agreement, and disclose it only to employees, contractors, and professional advisors with a need to know who are bound by equivalent confidentiality obligations. Either party may disclose Confidential Information as required by law or legal process, provided it gives the other party prompt written notice where legally permitted. Confidential Information excludes information that is or becomes publicly known without breach, was known before disclosure, or was independently developed without reference to the disclosing party’s information.
5.2 Duration; Remedies. Confidentiality obligations survive termination of this Agreement for three (3) years, and indefinitely with respect to trade secrets. Each party acknowledges that breach of this Section may cause irreparable harm and that injunctive relief may be sought without posting a bond.
Section 6 — Warranties and Disclaimers
6.1 Polystorage Warranties. Polystorage warrants that the Service will perform materially in accordance with its Documentation during the term; that Polystorage has the right to grant the license in Section 1.1; and that Polystorage will maintain reasonable technical and organizational security measures to protect Customer Data. Polystorage will use commercially reasonable efforts to maintain 99.5% monthly uptime. For purposes of this Section, “uptime” excludes: (a) scheduled maintenance communicated at least 48 hours in advance; (b) events outside Polystorage’s reasonable control as defined in Section 11.4; (c) outages or degraded availability of third-party services on which the Service depends, including cloud infrastructure providers (AWS), identity and authentication providers (PropelAuth), and payment processors (Stripe); and (d) Customer-caused incidents, including misconfigured integrations or actions taken under Customer’s credentials. If Polystorage fails to achieve 99.5% monthly uptime in any calendar month, Customer’s sole remedy is a service credit equal to five percent (5%) of that month’s subscription fee for each full hour of downtime exceeding the threshold, up to a maximum credit of fifty percent (50%) of that month’s fees. Credits must be requested in writing within thirty (30) days of the affected month and will be applied to the next invoice.
6.2 Customer Warranties. Customer warrants that it has authority to enter this Agreement; that its use of the Service will comply with all applicable laws; and that Customer Data does not infringe any third party’s rights.
6.3 Disclaimer of Warranties.
6.4 Disclaimer of Legal Compliance Advice.
Section 7 — Limitation of Liability
7.1 Exclusion of Consequential Damages.
7.2 Aggregate Cap.
7.3 Exceptions. The exclusions and cap in Sections 7.1 and 7.2 do not apply to: (a) either party’s fraud or willful misconduct; (b) either party’s breach of Section 5 (Confidentiality); (c) the indemnification obligations in Section 8; (d) data breach obligations under the DPA; or (e) any liability that cannot be limited under applicable law.
Section 8 — Indemnification
8.1 By Polystorage. Polystorage shall defend and indemnify Customer against any third-party claim that Customer’s permitted use of the Service infringes or misappropriates such third party’s intellectual property rights, and pay any damages finally awarded or approved settlement amounts. This obligation does not apply to claims arising from Customer’s modification of the Service, combination with third-party products or data, Customer Data, or Customer’s breach of this Agreement.
8.2 By Customer. Customer shall defend and indemnify Polystorage against any third-party claim (including from tenants, former tenants, or governmental authorities) arising out of or related to:
- Customer’s violation of any self-storage lien law, the Servicemembers Civil Relief Act, the Telephone Consumer Protection Act, or any other applicable law;
- Customer’s failure to conduct legally adequate lien enforcement, auction, or tenant notice procedures, regardless of whether the Service provided templates or workflow tools for such purposes;
- Customer’s reliance on any notice, template, or report generated by the Service without independent legal verification of compliance with applicable law;
- Customer’s convenience fees or pricing practices with respect to tenants;
- Chargebacks, payment reversals, negative Connected Account balances, or other losses arising from Customer’s transactions with its tenants (Section 3A); or
- Customer’s breach of this Agreement.
8.3 Procedure. The indemnifying party’s obligations are contingent on the indemnified party promptly notifying the indemnifying party of the claim in writing, giving the indemnifying party sole control of the defense and settlement, and providing reasonable cooperation. The indemnifying party may not settle any claim that imposes liability on or requires an admission of fault by the indemnified party without the indemnified party’s prior written consent.
Section 9 — Term and Termination
9.1 Term. This Agreement begins on the date Customer creates an account and accepts this Agreement. It continues on a monthly basis and renews automatically for successive monthly periods. Customer may prevent renewal at any time by canceling through the platform’s account settings; Polystorage may prevent renewal by providing written notice at least thirty (30) days before the end of the then-current monthly period. This Agreement is entered into solely for commercial business purposes between two business entities; Customer represents that it is not a consumer and that the foregoing automatic renewal is not subject to any state consumer auto-renewal disclosure statute.
9.2 Termination. Customer may terminate for convenience at any time by canceling through the platform’s account settings or by written notice to Polystorage; termination takes effect at the end of the then-current billing cycle with no refund of prepaid fees. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice, becomes insolvent or the subject of bankruptcy proceedings, or engages in fraud or willful misconduct. Polystorage may also terminate or suspend immediately without notice if Customer’s conduct creates a security risk, violates applicable law in a manner exposing Polystorage to regulatory action, or if a payment default is not cured within twenty-one (21) days of suspension notice.
9.3 Post-Termination. For ninety (90) days following termination or expiration, Polystorage will make Customer Data available for export in a machine-readable format. Customer is solely responsible for exporting its data during this period. After ninety (90) days, Polystorage may delete Customer Data in accordance with its data retention policy and the DPA. All outstanding fees become immediately due upon termination. Sections 2.2, 3A.2, 4, 5, 6.3–6.4, 7, 8, 9.3, 10, and 11 survive termination.
9.4 Connected Account After Termination. Upon termination, no further transactions will be processed through the Connected Account, and any remaining balance will be paid out per the payout schedule after deduction of amounts owed under Section 3A.2. The Connected Account is retained in a dormant state so that Customer keeps access to its payout history and tax forms through Stripe’s Express dashboard; Sections 3A.2 and 3A.6 continue to apply to transactions processed before termination.
Section 10 — Dispute Resolution
10.1 Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. Arbitration is the exclusive dispute resolution mechanism under this Agreement. The arbitration shall be conducted by a single arbitrator in Michigan. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
10.2 Informal Resolution First. Before initiating arbitration, each party shall designate a senior representative to meet and confer within fifteen (15) business days of written request to attempt good-faith resolution. The parties shall continue performing under this Agreement during this period.
10.3 Class Action Waiver.
10.4 Emergency Injunctive Relief. Notwithstanding Section 10.1, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction solely to prevent imminent, irreparable harm pending the resolution of a dispute by arbitration. Seeking such relief does not waive the right to arbitration on the underlying claim.
10.5 Governing Law; Fees. This Agreement is governed by the laws of the State of Michigan, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party shall bear its own attorneys’ fees and costs in any arbitration proceeding, except that a party may recover its reasonable attorneys’ fees and costs where the other party’s fraud or willful misconduct is the basis of the claim or defense in which the recovering party prevailed.
Section 11 — General
11.1 Entire Agreement; Order of Precedence. This Agreement, together with the DPA, constitutes the entire agreement between the parties and supersedes all prior agreements and representations relating to its subject matter. This Agreement controls over the DPA on non-personal-data matters. No terms on a Customer purchase order or vendor form shall be binding on Polystorage.
11.2 Amendments; Assignment. Polystorage may update this Agreement on thirty (30) days’ written notice; material changes require affirmative acceptance through the operator dashboard before taking effect, and Customers who do not accept may terminate without penalty during the notice period. For purposes of this Section, a change is “material” if it: (a) reduces a warranty, SLA commitment, or performance obligation; (b) expands Polystorage’s rights to use Customer Data beyond those in Section 4.2; (c) increases Customer’s financial obligations or indemnification exposure; (d) modifies the limitation of liability cap or its exceptions; or (e) changes the governing law, dispute resolution mechanism, or venue. Clarifications, formatting corrections, contact information updates, and changes that expand Customer’s rights are non-material. Customer may not assign this Agreement without Polystorage’s prior written consent. Polystorage may assign it in connection with a merger, acquisition, or sale of substantially all its assets.
11.3 Relationship; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. This Agreement confers no rights or remedies on any third party, including tenants.
11.4 Force Majeure. Neither party is liable for failure or delay caused by events outside its reasonable control, including acts of God, war, government actions, internet or telecommunications backbone failures, or failures of third-party infrastructure providers (including cloud hosting, identity, or payment providers) that are not caused by the affected party’s own negligence or breach of its obligations to such providers. For purposes of this Section, “events outside its reasonable control” do not include: (a) capacity constraints caused solely by Polystorage’s failure to address usage patterns already evident in its own platform metrics; or (b) failures caused solely by Polystorage’s own software defects or misconfiguration unrelated to third-party provider performance. This Section does not excuse Customer’s payment obligations.
11.5 Notices; Miscellaneous. Notices must be in writing and delivered by email (with delivery confirmation) to the billing contact email address on file in Customer’s account; Polystorage’s notice address is legal@polystorage.io. Notices may also be delivered by overnight courier or certified mail to the party’s principal business address. Electronic signatures are valid under the E-SIGN Act. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force. No waiver of any right is effective unless in writing.
Exhibit A — Data Processing Agreement
The Data Processing Agreement governing Polystorage’s processing of personal data on Customer’s behalf is incorporated into this Agreement by reference and executed concurrently herewith.