These Terms and Conditions of Service (including any exhibits or addenda attached hereto), along with our Services overview, Plans & Pricing, Policies, and other information on our website (collectively referred to herein as the “Agreement”) outline the terms and conditions regarding your use of our products and services. This Agreement is a legally binding contract between you and Iron Mountain so please read carefully. We agree to make the services available to you only upon your acceptance of this Agreement. If you do not accept this Agreement, then do not purchase, register for, or use any of the services. By purchasing, registering for, and/or using our services you expressly acknowledge that you understand and have accepted this Agreement. 

As used herein and as the context requires, the term “we”, “us”, “our”, and “Iron Mountain” shall mean Iron Mountain Information Management, LLC, and its affiliates and subsidiaries that may perform any services. The term “you”, “your”, and “Customer” shall mean the person or entity who accesses or uses the services and any person or entity who purchases services or creates an account for the services. The term “services” shall mean all products and services offered by Iron Mountain which are further described on the Iron Mountain website, including but not limited to the Customer Account Dashboard, www.express.ironmountain.com (the "Site"), product offerings such as service plans and all other services. The term “Deposits” and “items” means any of your records, media, materials, images and electronically stored information, computer hardware and electronic equipment, and other items stored with or processed by Iron Mountain as part of the services.  

1. Changes To The Agreement. We reserve the right to modify this Agreement in any manner and at any time as we may determine in our sole and absolute discretion. We will post the most current version of the Agreement on the Site at www.express.ironmountain.com/terms, which shall be effective thirty (30) days after posting. If we make material modifications to the services, we will notify you and such changes shall take effect thirty (30) days following notice to you. If you do not accept the changes, you must stop using the services and cancel your account within thirty (30) days of the notice of such material changes. Your continued use of the services more than thirty (30) days after we publish or send a notice about our changes to this Agreement means that you have consented to the updated terms. We may terminate your account or the services at any time, with or without cause, to be effective upon notice to you. If we terminate without cause, we will refund any pre-paid fees and arrange for the return of your Deposits back to you at our expense. 
2. Your Account.
   1. One-Time Services. You may purchase certain services without establishing an account by completing the checkout process offered for the applicable service. You represent and warrant that all information entered during checkout is true, accurate, and complete. 
   2. Recurring Plans. Access to our services requires you to obtain a log-in by completing a registration form and designating a user ID and password. When registering with Iron Mountain you must: (a) provide true, current, and complete information about your business on the registration form and (b) maintain the accuracy of such information so it continues to be true, current, and complete. You are entirely responsible for all materials and information that you upload, post, or otherwise transmit via the services. Only you may use your Iron Mountain log-in and you are responsible for all aspects of your log-in, including any order placed, instruction submitted, or file accessed using your login. Each authorized user must have a separate log-in. You may not share, loan, or transfer your ID or password. If you become aware of any unauthorized use of the services or your log-in, or have any questions about your account please contact Iron Mountain Support via support@express.ironmountain.com or (888) 703-8127.
3. Term.
   1. One-Time Services. This Agreement shall commence upon order placement and continue until the service has been completed. Orders for one-time services may only be canceled if you contact us before the day of your service. If you would like to cancel an order for one-time services, please immediately contact Iron Mountain Support via support@express.ironmountain.com or (888) 703-8127.
   2. Recurring Plans. Your plan shall continue and automatically renew for the same duration (for example, monthly plans automatically renew monthly and annual plans automatically renew annually) until you cancel (see “Cancellation” and “Trial Period” below). You must provide notice of cancellation before your plan renews to avoid automatic renewal. Notwithstanding anything to the contrary, in the event that Iron Mountain continues to hold Deposits after the expiration or termination of this Agreement for any reason, the terms of this Agreement shall continue to apply until all Deposits have been removed from Iron Mountain’s facility. 
   3. Cancellation. You may notify us of your intent to cancel your plan at any time, however cancellation will not be effective until your plan renewal date and you will continue to have access to the services and be billed for the services until such time. Deposits will be returned to you and shred bins will be permanently removed from your locations after your cancellation effective date and receipt of payment for all fees, including account closure fees and the Early Termination Fee, as applicable. You shall permit us to retrieve all shred bins and other of our property kept at your location and, if we cannot retrieve such items, you will be charged to replace the same.
      1. Account Closure. Iron Mountain charges fees to close your account and terminate the services, which are the charges incurred (in addition to your plan price) to return your Deposits to you and to pick up any shred bins from your location. Account closure fees apply and will be assessed to close your account and terminate your services for any reason, except for cancellation during the Trial Period. 
      2. Early Termination Fee. If you have more than one month remaining in your plan term you may elect to cancel your plan and terminate your services prior to your plan renewal date by paying an early termination fee equal to your monthly plan price multiplied by the number of months remaining in the then-current term (“Early Termination Fee”). The Early Termination Fee is in addition to the applicable account closure fees. 
4. Charges. Rates, charges, and definitions of Iron Mountain’s offered service plans, along with available add-ons or incremental services, are specified on the Site. Rates and charges for services may be changed at any time by Iron Mountain upon written notice to you, provided that recurring plan rates will remain the same for your stated plan term, with changes going into effect upon renewal. Add-ons and one-time services (purchased on top of plan price), will be charged at the then-published price. Published prices are exclusive of taxes and required fees, which will be charged as applicable. 
5. Promotional Offers. We may make certain promotional offers available from time to time, which may be subject to differing conditions or limitations which shall be disclosed at the time of registration or purchase. If you qualify for a promotional offer, the terms of the offer shall control over any conflicting terms and conditions in this Agreement. 
6. Payment Terms. You are required to enroll in electronic auto-pay, and provide Iron Mountain with current, complete, accurate, and authorized payment method information (e.g. ACH or credit card information). Iron Mountain is authorized to charge the provided payment method in advance on a recurring basis for the services selected. Payment will be due and charged on the date of your enrollment, and thereafter monthly on each anniversary (unless you registered on a day not contained in a given month, in which case you will be charged on the closest available date) for that month’s service plan and will continue until you cancel. Iron Mountain’s fees are fully earned upon payment and there are no refunds or credits for canceled, unused, or partially used services, except as otherwise set forth herein. You shall be liable for late charges totaling one percent (1%) per month of the outstanding balance, beginning the day after payment was due.
7. Customer Default. If you fail to pay Iron Mountain’s charges within fourteen (14) days after the billing date, as established in the “Payment Terms” section above, Iron Mountain will suspend service until you become current, including applicable late fees. Suspended accounts will not be allowed to place orders for services, or view or access Deposits. If you fail to pay Iron Mountain’s charges for two (2) consecutive billing dates Iron Mountain will send written notice informing you that Deposits may be securely destroyed in ninety (90) days. A final notice will be sent to you ten (10) days prior to secure destruction of the Deposits. Iron Mountain shall have all other rights and remedies as may be provided by law. In the event Iron Mountain takes any actions pursuant to this Section, it shall have no liability to you or anyone claiming by or through you . You shall pay Iron Mountain’s standard price for secure destruction and shall otherwise remain responsible for any uncollected amounts and collection costs.
8. Updates To The Service. Iron Mountain can make necessary deployments of changes, updates or enhancements to the services at any time, including adding new services. Iron Mountain may also add or remove functionalities or features, or suspend or stop the services altogether.
9. Customer Instructions. You warrant that you are the owner or legal custodian of the Deposits and have full authority to direct Iron Mountain to store, shred, image, destroy, remarket or otherwise dispose of the Deposits and data contained therein in accordance with this Agreement, free from liens, security interests, or other claims of third parties. Title to Deposits consisting of electronic storage media, computer hardware or other electronic equipment (“IT Assets”) sent to Iron Mountain for disposition services shall transfer to Iron Mountain upon receipt of such IT Assets, which will be recycled or remarketed by Iron Mountain in its sole discretion, provided that all data must be permanently deleted from any data bearing IT Assets remarketed by Iron Mountain. Iron Mountain will perform services pursuant to the direction of your agent(s) identified pursuant to Iron Mountain’s standards, including processing orders placed through your Account Dashboard. For the avoidance of doubt, any order placed using your log-in credentials or the log-in credentials of any authorized user shall constitute your representation that the identified persons have full authority to order any service, including disposal or removal of Deposits. You release Iron Mountain from all liability by reason of the destruction of Deposits ordered using your or any authorized user’s account log-in.  
10. Operational Procedures. You will comply with Iron Mountain’s reasonable operational requirements, as modified from time to time, regarding cartons, carton integrity, delivery/pickup/account closing volumes, preparation for pickup, security, secure shredding protocols, access, and similar matters. Without limiting the generality of the foregoing, you will comply with all instructions, controls, and restrictions Iron Mountain may impose from time to time regarding access to the services and electronically stored information, including but not limited requirements relating to VPN devices, FTP connections, password standards, encryption, network requirements, and secure access protocols.  
11. Force Majeure. Neither party shall be liable for any failure, loss (including loss of or damage to Deposits), claim, damage, delay or inability to perform caused by acts of God, governmental actions, labor unrest, acts of terrorism, riots, unusual traffic delays or other causes beyond its reasonable control. You are responsible for obtaining and maintaining all equipment, technology, and communication systems (including, without limitation, internet access) that are necessary or appropriate for you to access the services. Iron Mountain shall have no responsibility or liability for your failure to access or use the services caused by or related in any manner to your failure to obtain and maintain all such equipment, technology, and communication systems.
12. Governmental Orders. Iron Mountain is authorized to comply with any subpoena or similar order related to the Deposits, at your expense, provided that Iron Mountain notifies you promptly upon receipt thereof, unless such notice is prohibited by law. Iron Mountain will cooperate with your efforts to quash or limit any subpoena, at your expense. 
13. Confidentiality. "Confidential Information" means any information (i) contained in the Deposits, (ii) concerning or relating to the property, business and affairs of the party disclosing such information that is furnished to the receiving party, and (iii) regarding this Agreement, the services, and Iron Mountain’s processes and procedures; except for information that was previously known to the receiving party free of any obligation to keep it confidential, is subsequently made public by the disclosing party or is disclosed by a third party having a legal right to make such disclosure. Confidential Information shall be used only in the manner contemplated by this Agreement and shall not be intentionally disclosed to third parties without the disclosing party’s written consent. Iron Mountain shall not obtain any rights of any sort in or to your Confidential Information contained in Deposits. Iron Mountain shall implement and maintain reasonable safeguards designed to protect your Confidential Information.  
14. LIMITATION OF LIABILITY.
    1. DECLARED VALUE OF DEPOSITS. YOU DECLARE, FOR THE PURPOSES OF THIS AGREEMENT, THAT (A) WITH RESPECT TO HARD-COPY (PAPER) RECORDS, MICROFILM, AND MICROFICHE STORED OR PROCESSED PURSUANT TO THIS AGREEMENT, THE VALUE OF SUCH ITEMS IS $1.00 PER CARTON, LINEAR FOOT OF OPEN-SHELF FILES, CONTAINER, OR OTHER STORAGE UNIT, AND (B) WITH RESPECT TO ROUND REEL TAPE, AUDIO TAPE, VIDEO TAPE, FILM, DATA TAPE, CARTRIDGES OR CASSETTES OR OTHER NON-PAPER MEDIA STORED OR PROCESSED PURSUANT TO THIS AGREEMENT, THE VALUE OF SUCH ITEMS IS EQUAL TO THE COST OF REPLACING THE PHYSICAL MEDIA. YOU ACKNOWLEDGE THAT YOU HAVE DECLINED TO DECLARE AN EXCESS VALUATION, FOR WHICH AN EXCESS VALUATION FEE WOULD HAVE BEEN CHARGED. DEPOSITS ARE NOT INSURED BY IRON MOUNTAIN AGAINST LOSS OR DAMAGE, HOWEVER CAUSED. YOU MAY INSURE DEPOSITS THROUGH THIRD-PARTY INSURERS FOR ANY AMOUNT, INCLUDING AMOUNTS IN EXCESS OF THE LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT. YOU SHALL CAUSE YOUR INSURERS OF DEPOSITS TO WAIVE ANY RIGHT OF SUBROGATION AGAINST IRON MOUNTAIN.  
    2. MAXIMUM LIABILITY. IRON MOUNTAIN SHALL NOT BE LIABLE FOR ANY LOSSES, COSTS, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO THE LOSS OR DESTRUCTION OF, OR DAMAGE TO, DEPOSITS, AND THE COSTS RESULTING FROM A LOSS OF A DEPOSIT CONSTITUTING A BREACH OF DATA SECURITY OR CONFIDENTIALITY), UNLESS AND TO THE EXTENT THE SAME WAS CAUSED BY IRON MOUNTAIN’S NEGLIGENCE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRON MOUNTAIN’S LIABILITY, IF ANY, FOR LOSS OR DESTRUCTION OF, OR DAMAGE TO, DEPOSITS IS LIMITED TO THE DECLARED VALUE OF EACH DEPOSIT AS DESCRIBED ABOVE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IRON MOUNTAIN’S TOTAL, AGGREGATE, AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT, WARRANTY, INDEMNIFICATION, OR ANY OTHER LEGAL THEORY) EXCEED (I) THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES OR, (II) WITH RESPECT TO RECURRING SERVICES, THE AMOUNT ACTUALLY PAID BY THE CUSTOMER IN THE PRIOR TWELVE (12) MONTHS FOR THE SERVICES. IRON MOUNTAIN SHALL NOT BE LIABLE FOR THE DEPOSITS OR THE LOSS OF CONTENTS OF SHREDDING BINS OR OTHER CONTAINERS UNLESS AND UNTIL THE SAME ARE IN THE PHYSICAL CUSTODY AND CONTROL OF IRON MOUNTAIN.
    3. NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS OR LOSS OF DATA, REGARDLESS OF WHETHER AN ACTION IS BROUGHT IN TORT, CONTRACT OR UNDER ANY OTHER THEORY.    
15. ITAR/EAR Compliance. You represent that none of the Deposits 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 of your Deposits do contain any such information, you shall notify Iron Mountain of the specific Deposits that contain such information and acknowledge that special storage and service rates may apply thereto.  
16. Non-Custodial Status. Iron Mountain’s performance of services shall not cause Iron Mountain to be deemed a “custodian” of the records or “designee” of Customer under state or federal law with respect to such records. 
17. Notice of Claims You must present all claims in writing within a reasonable time, in no event longer than ninety (90) days after delivery or return of the Deposits to you, or ninety (90) days after you are notified of loss, damage or destruction to part or all of the Deposits. Unless otherwise expressly provided by law, you may not bring any action against Iron Mountain with respect to any matter arising out of this Agreement or the services unless such action is commenced within one (1) year after the date of the act, omission, or event giving rise to the claim. 
18. Notice of Loss. When Deposits have been lost, damaged or destroyed, Iron Mountain shall, upon confirmation of the event, report the matter in writing to you.
19. Safe Materials and Premises. You shall not store with Iron Mountain, place in any shred bin, or otherwise tender to Iron Mountain any material that is highly flammable, may attract vermin or insects, or is otherwise dangerous or unsafe to store or handle, or any material that is regulated by federal or state law or regulation relating to the environment or hazardous materials. You shall not store or transmit (i) negotiable instruments, jewelry, check stock or other items that have intrinsic value, (ii) defamatory, trade libelous, or otherwise unlawful information, or (iii) obscene, pornographic or indecent information in violation of applicable law. You warrant that you shall only place paper-based materials in the shredding bins and shall only tender items to Iron Mountain that are listed as accepted on the Site. You warrant and covenant that your locations where Iron Mountain employees perform services (including pickups and deliveries) are and shall be free of hazardous substances or dangerous conditions. You shall reimburse Iron Mountain for damage to equipment or injury to personnel resulting from your breach of this warranty. Violation of this clause shall be grounds for termination of service. 
20. Personal Information.
    1. EU Personal Data. You represent and warrant that you shall not provide Iron Mountain with any ‘Personal Data’ (as defined in GDPR), whether contained within the Deposits or otherwise, that is the subject of the General Data Protection Regulation (2016/679/EU) (“GDPR”). You must immediately contact Iron Mountain in the event you become aware that your Deposits contain any Personal Data.
    2. California Consumer Privacy Act. If you are a ‘Business’ and provide ‘Personal Information’ to Iron Mountain (each as defined in the California Consumer Privacy Act of 2018 (“CCPA”)), whether contained within the Deposits or otherwise, you agree to Iron Mountain’s Personal Information Privacy Addendum, which is attached as Exhibit 1 and hereby incorporated into this Agreement.
    3. Protected Health Information. If you provide ‘Protected Health Information’ to Iron Mountain where Iron Mountain is your ‘Business Associate’ of Customer (each as defined in the Health Insurance Portability and Accountability Act of 1996), whether contained in the Deposits or otherwise, you agree to Iron Mountain’s Business Associate Agreement, which is attached as Exhibit 2 and hereby incorporated into this Agreement.
21. Separate Agreement. Customer understands that (i) the services offered by Iron Mountain hereunder are separate and unique from any other services that may be offered by Iron Mountain and that this Agreement with Iron Mountain is separate from any other contracts or accounts you may have with Iron Mountain; (ii) if Customer, its parent, affiliates, subsidiaries, or any other entity which acquires, merges, or consolidates with Customer has any other agreement with Iron Mountain, this Agreement with Iron Mountain supersedes any such other agreements with respect to the services offered hereunder and shall continue pursuant to its terms; and (iii) your accounts created on the Site cannot be combined or merged with other Iron Mountain accounts/inventory.
22. Miscellaneous. Iron Mountain may subcontract any or all of its obligations under this Agreement to third party vendors or subcontractors, provided that Iron Mountain shall remain directly liable to you for the performance of such subcontracted obligations. You may not assign this Agreement in whole or in part, except to an affiliate, without the prior written consent of Iron Mountain. An affiliate means any entity controlling, controlled by, under common control with, or having a common parent with Iron Mountain or Customer. Iron Mountain may exercise all rights granted to warehousemen by the Uniform Commercial Code as adopted in the state where the Deposits are stored. Customer represents and covenants that upon the commencement of this Agreement and throughout the term of this Agreement, that: (i) it is not identified on any restricted party lists; or located in countries identified on any restricted country lists; or using the goods or services for any restricted end uses; including those promulgated by the U.S. Departments of State, Commerce and Treasury; and (ii) it is and shall remain compliant with all laws and regulations applicable to its performance under this Agreement, including but not limited to export control and economic sanctions, will not take any action that will cause Iron Mountain to be in violation of such laws and regulations, and will not require Iron Mountain to directly or indirectly take any action that might cause it to be in violation of such laws and regulations. Customer will not provide Iron Mountain any goods, software, services and/or technical data subject to export controls and controlled at a level other than EAR99/AT. This Agreement shall be governed by the laws of the state in which Customer’s office identified in this Agreement is located except for conflicts of laws principles.
23. Electronic Contract. We will send notices to you in electronic form only, for example via emails to your email address provided during registration or posted to your Customer Account Dashboard. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you agree to maintain a valid email address and check your email address and Customer Account Dashboard regularly.
24. Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes all previous communications, representations, agreements and understandings relating to the services provided by Iron Mountain to Customer with respect to the subject matter hereof.