Supplementary Terms for Special Pricing Agreements

Last Updated 22 April 2025

IMPORTANT NOTICE: PLEASE READ CAREFULLY.

THESE SUPPLEMENTARY TERMS FORM PART OF THE PLATFORM TERMS AND CONDITIONS (“PLATFORM TERMS”) BETWEEN PROBAX USA, INC. (“PROBAX”) AND THE COMPANY OR OTHER ENTITY THAT ACCEPTS SPECIAL PRICING OR NON-STANDARD SERVICE ADJUSTMENTS (“SERVICE PROVIDER”).

BY ACCESSING OR USING ANY PROBAX PRODUCTS UNDER SPECIAL PRICING, THE SERVICE PROVIDER AGREES TO BE BOUND BY THESE SUPPLEMENTARY TERMS IN ADDITION TO THE PLATFORM TERMS.

IN THE EVENT OF ANY CONFLICT BETWEEN THESE SUPPLEMENTARY TERMS AND THE PLATFORM TERMS, THESE SUPPLEMENTARY TERMS WILL APPLY, BUT ONLY TO THE EXTENT THAT THE CONFLICT RELATES TO THE SPECIAL PRICING OR NON-STANDARD SERVICE ADJUSTMENTS.

1. Scope of Application

• These Supplementary Terms apply only to Service Providers who receive non-standard pricing, increased retention periods, enhanced backup frequency, or any other modifications to standard Probax service plans or pricing models ("Special Pricing").

2. Sustainability of Services

• Probax reserves the right to periodically review the ongoing sustainability of services provided under Special Agreements. If Probax, acting reasonably, determines that a Service Provider's use of services under a Special Agreement results in:
  • Excessive or abnormal storage or bandwidth consumption,
  • Disproportionate data growth trends,
  • Degradation of service performance,
  • Impacts to infrastructure or other Probax clients, or
  • Any usage patterns inconsistent with expected norms,

• Probax may, at its discretion, initiate a review and may modify the applicable terms, propose alternative pricing structures, or discontinue the provision of services under the Special Agreement.

3. Notice of Modifications

• In the event of service modifications or discontinuation under Section 2, Probax will provide the Service Provider with at least sixty (60) days' written notice. This notice will include the rationale for the proposed change and, where applicable, details of alternative service options available.

4. Service Provider Responsibility

• Service Providers are expected to:
  • Use services in a manner that aligns with reasonable business use and Probax's Acceptable Use Policy,
  • Notify Probax in advance of anticipated changes to backup volume or behavior that may impact infrastructure usage, and
  • Cooperate with Probax in any sustainability or usage reviews.

5. No Waiver of Standard Terms

• These Supplementary Terms do not waive or override the obligations set out in the Platform Terms unless expressly stated. All provisions of the Platform Terms, including but not limited to data protection, acceptable use, audit rights, and support policies, remain fully applicable.