Infrascale, Inc. (“Infrascale”) aims to provide affordable protection against downtime and data loss by leveraging cloud technologies for its backup and disaster recovery solutions. To provide valued services, Infrascale assumes responsibility for the complexities of infrastructure hardware management so that the burden of doing so may be borne by Infrascale and not its customers. Customers subscribe to most Infrascale Services based on easily measured usage specific to each Service. We believe in providing our customers with the best user experience possible and as such, Infrascale doesn’t utilize hard limits that stop a Service from functioning if a customer exceeds the contracted storage allotment. Instead, we provide tools and visibility to allow customers to better manage their usage of the Services, without disruption to the Services themselves, including the proximity or status of any overage scenario.
This Overage Billing Policy (this “Policy”) is intended to address Your and Your Users’ use of Infrascale Services in excess of the storage allotments purchased and ensure compliance with our pricing model. This Policy forms an integral part of the Customer Agreement and describes the billing policies applicable to Your and Your Users’ use of the Infrascale Services in an overage scenario. 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.
1.1. “Contracted Cloud Storage” means the storage allotment purchased pursuant to the Customer Agreement and specified in the attendant Orders.
1.2. “Used Cloud Storage” means the aggregate amount of data You and Your Users have 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. Used Cloud Storage includes all versions of backup data.
At its most basic level, an “overage” occurs when Your and Your Users’ consumption of storage (the Used Cloud Storage) exceeds the amount of storage You’re entitled to use (the Contracted Cloud Storage). Overages are determined on a per-Service basis and occur in the following circumstances:
- Infrascale Disaster Recovery (“IDR”): the amount of Used Cloud Storage is more than the Contracted Cloud Storage.
Note that if You entered into a Customer Agreement prior to February 28, 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. Under the Fair Use Policy, the metrics of consumption and the usage limits of IDR are distinct from those contained in this Overage Billing Policy, and an overage is deemed to occur when the amount of Used Cloud Storage is more than three times (3x) the Contracted Cloud Storage. Please refer to the Fair Use Policy contained in Your Customer Agreement for more specific information.
- Infrascale Cloud Backup (“ICB”): the amount of Used Cloud Storage is more than the Contracted Cloud Storage.
Measurement and Billing
Used Cloud Storage shall be measured on a per-Service basis on the last calendar day of each calendar month (the “Measurement Date”), unless otherwise specified by Infrascale. Any overage amounts shall be rounded up to the nearest 0.5TB increment and quoted in 0.5TB quantities (the “Overage Quantity”) for billing purposes.
You agree to pay overage fees on a monthly basis for any calendar month in which an overage occurred. Your monthly overage fee will be the product of (A) the Overage Quantity and (B) the prevailing overage rate established by Infrascale. Infrascale will charge You such overage fees on Your next monthly invoice or, if Your billing period isn’t monthly, Infrascale will issue a separate invoice to You. Any overage fees assessed to You shall be deemed “Fees” as defined in the Customer Agreement and governed accordingly. You shall make payment pursuant to the terms set forth in the Customer Agreement, and authorize Infrascale to charge Your payment method for all amounts due under this Policy.
Initial Overage Quantity and Courtesy Grace Period
Infrascale will notify You of Your initial Overage Quantity measurement following such Measurement Date (the “Initial Overage Date”). We shall grant You one (1) calendar month from the Initial Overage Date to eliminate Your initial overage and avoid incurring the fees associated with such overage (the “Initial Grace Period”). To avoid being assessed the initial overage fees, You may (i) upgrade Your subscription to increase the amount of Contracted Cloud Storage allotted to You, or (ii) reduce Your and Your Users’ amount of Used Cloud Storage, in each case to such an extent necessary to eliminate any Overage Quantity during the Initial Grace Period ending on the subsequent Measurement Date.
No further grace periods shall be afforded after the Initial Grace Period nor shall Infrascale be required to provide further notices of any overages. Thus, should Your and/or any Users’ use of the Service(s) result in any subsequent overages, You will be charged and agree to pay for any applicable overage fees in accordance with the terms of the “Measurement and Billing” section above.
Following the Initial Overage Date, You may avoid incurring overage fees applicable to Your and Your User’s usage of the Services by (i) upgrading Your subscription to increase the amount of Contracted Cloud Storage allotted to You, or (ii) reducing Your and Your Users’ amount of Used Cloud Storage, in each case to such an extent necessary to eliminate any overage prior to the Measurement Date in such calendar month.
By way of example only:
If Infrascale determines Your and Your Users’ Used Cloud Storage exceeds Your Contracted Cloud Storage by 0.35TB on the January 31, 2021 Measurement Date, the Initial Overage Date will be established on January 31, 2021 and Your Initial Grace Period during which You may eliminate any overage fees will expire on February 28, 2021. If Infrascale determines Your and Your Users’ Used Cloud Storage exceeds Your Contracted Cloud Storage by 0.95TB on the February 28. 2021 Measurement Date, You will be charged and agree to pay monthly overage fees for January 2021 based upon an Overage Quantity of one (1) 0.5TB unit (January 31, 2021 overage of 0.35TB rounded up to the nearest 0.5TB increment) and monthly overage fees for February 2021 based upon an Overage Quantity of two (2) 0.5TB units (February 28, 2021 overage of 0.95TB rounded up to the nearest 0.5TB increment).
Irrespective of whether You successfully eliminate any overage from Your Initial Overage Date by the subsequent Measurement Date, You will be charged and agree to pay monthly overage fees for Overage Quantities calculated on Measurement Dates subsequent to Your Initial Overage Date.
Last revised January 26, 2021.
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