OVERAGE BILLING POLICY

Infrascale, Inc. (“Infrascale”) provides cost-effective protection against downtime and data loss through cloud-based backup and disaster recovery solutions. Customers subscribe to most Infrascale Services based on easily measured usage specific to each Service.

To ensure a seamless experience, Infrascale does not impose hard limits that stop a Service from functioning if a customer’s actual usage exceeds its Resource Entitlement (as defined below). Instead, we provide tools and visibility so customers may manage their usage without Service disruption, even in cases of Excess Usage.

This Overage Billing Policy (this “Policy”) governs Your and Your Users’ use of Infrascale Services beyond Your Resource Entitlement (“Excess Usage”, previously referred to as an “overage”) and forms an integral part of the Customer Agreement. The “Customer Agreement” means (a) the Partner Agreement, Distribution Agreement, Infrascale Customer Agreement or other agreement between You and Infrascale which allows Your use of Infrascale Services, or if no such agreement exists, the agreement set forth at infrascale.com/legal/customer-agreement/, and (b) any other agreement with Infrascale governing Your use of the Services. Capitalized terms not defined in this Policy will have the meanings specified in the Customer Agreement. In the event of a conflict between the terms of this Policy and the Customer Agreement, the terms of this Policy shall govern, but only to the extent of such conflict. We reserve the right to update this policy from time to time by posting an updated version at www.infrascale.com/legal/, and such updates will be effective upon posting.

1. DEFINITIONS

1.1. “Resource” means any measurable unit of Service level consumption by You and Your Users during a Billing Cycle, which may include, without limitation, storage, seats (i.e., the number of authorized users with access to the Service), and/or compute capacity, as applicable.

1.2. “Resource Entitlement” means the quantity of each Resource You purchased for a Service as set forth in Your applicable Order(s), aggregated across all accounts within Your organization.

1.3. “Resource Usage” means the total of each Resource used by You and Your Users for a Service during the applicable Billing Cycle, aggregated across all accounts within Your organization.

2. EXCESS USAGE (OVERAGE)

Excess Usage occurs when Your and Your Users’ Resource Usage for a Service during a particular Billing Cycle exceeds Your Resource Entitlement for such Service.

When the Resource is data storage, “Resource Usage” refers to the aggregate amount of data stored in the Infrascale cloud after compression and deduplication, with all available retention, restore points, historical file or object revisions, search indexes, and other metadata pertaining to the Service, and includes all versions of backup data.

If You entered into a Customer Agreement prior to March 2, 2021, You may be subject to an Overage Billing & Fair Use Policy attached as an exhibit to Your Customer Agreement (the “Fair Use Policy”), in which event the terms of that Fair Use Policy govern.

3. MEASUREMENT AND BILLING

Resource Usage is measured daily on a per-Service and per-Resource basis, and Fees are based on the average daily usage of the applicable Service and Resource by You and Users during the Billing Cycle. Excess Usage is rounded up to the nearest pre-configured bundle (e.g., 10-user packs, 100 GB storage packs) or Resource allocation (e.g. cloud storage, or compute capacity units) (the “Excess Usage Quantity”) for billing purposes.

You agree to pay Excess Usage fees in arrears on a monthly basis for any billing period in which Excess Usage occurred. Your Excess Usage fees will be the product of (A) the Excess Usage Quantity and (B) the pricing set forth in Your Order, or if not set forth therein, the standard usage-based pricing for that Service then in effect. You authorize Infrascale to charge Your payment method for all amounts due under this Policy.

Infrascale reserves the right to audit Your and Your Users’ usage of compute capacity. If unusual or disruptive consumption is detected, Infrascale may investigate, terminate compute instances, and/or charge for such consumption (which shall constitute Excess Usage) at its discretion. Unusual consumption is defined as cumulative disaster recovery run duration of ten (10) or more days per year during Service Terms of one (1) year or longer, and three (3) or more days during shorter Service Terms.

You will be notified of any investigation or termination undertaken pursuant to the foregoing, as well as any applicable charges.

4. AVOIDING EXCESS USAGE FEES

To avoid Excess Usage fees, You may upgrade Your subscription to ensure Your Purchased Resources always exceed Your Consumed Resources at all times during the Billing Cycle.

5. EXCESS USAGE EXAMPLE

By way of example only:

If Your and Your Users’ Resource Usage for data storage exceed Your Resource Entitlement for data storage by 0.35TB (based on the average daily usage of the applicable Service and Resource) for a particular Billing Cycle, You agree to pay Excess Usage fees for such Billing Cycle based on an Excess Usage Quantity of one-half (0.50)TB (Excess Usage of 0.35TB rounded up to the nearest 0.50TB increment).

If Your Excess Usage during the next Billing Cycle is 0.65TB, You agree to pay Excess Usage fees for such Billing Cycle based on an Excess Usage Quantity of one (1.00)TB (Excess Usage of 0.65TB rounded up to the nearest 0.5TB increment).