1.1. Pro Backup is the business line and the trade name of the company Pro Backup BV, a company created under the law of Belgium, with its offices at Kroonwinningstraat 113, 3500 Hasselt (Belgium) and enterprise number 0555.782.383 (VAT number BE0555.782.383) (“Pro Backup”, “we”, “us”).
1.2. We provide online software-as-a-service (SaaS) applications, enabling professional users to make backups of their files and data stored in supported, third-party cloud applications. Our applications and related services are referred to as our “Services”. The third-party cloud applications are referred to as “Integrations”.
1.3. Our Services are only available for supported Integrations. Please refer to our website (https://www.probackup.io/integrations) to learn about the supported Integrations as well as those that we may support in the future.
1.5. We may modify these Conditions from time to time on the basis of any valid reason to do so, including a changed business environment or changed business policies. Changes to these Conditions will be published on our website (https://probackup.io) and will be notified by e-mail to registered users.
Modified Conditions enter into force ten (10) business days after such notification, unless we state otherwise in our message to you. If you continue to use our Services after the modification, you are deemed to have accepted the modified Conditions.
2. Right to access and use
2.1. Conditional upon the full payment of your subscription fees (whether monthly or yearly), we hereby grant you a limited, non-exclusive, and non-transferable right, during the chosen subscription term (“SubscriptionTerm”) to access and use the Services to which you subscribed. The access and use right under these Conditions is granted for internal use only. You may not subscribe to our Services to offer them as a service to third parties.
3. Account registration
3.1. The use of our Services is conditional upon the creation of an account. To register an account you must be at least eighteen (18) years old.
3.2. To register your account, you will require an e-mail address and password. You will also be prompted to give us your name or an alias by which we may address you. Once your account is set up, you will be able to link your account to the Integrations and esta
3.3. You must keep your authentication data confidential and should not disclose it to third parties. In case of a breach of confidentiality, you must notify us immediately and act in accordance with our instructions. Any actions performed through your account will be deemed performed by you and you may be held liable for such actions. In addition, we will be entitled to block at all times the access to our Products and Services if we are aware or reasonably suspect any unauthorized access or use.
4. Subscription and Service Term
4.1. Subject to the terms of this Agreement you can subscribe to different service plans of your choice as set forth on your subscriptions page. Our Agreement will remain in effect for the chosen Subscription Term. The Subscription Term will renew under the conditions of these Conditions for consecutive terms of the same duration. You may terminate or downgrade your subscriptions at any time from within your subscriptions page. Such termination or downgrade will apply after the expiration of the current Subscription Term. Pro Backup may stop your subscription at any time but with minimum notice period of sixty (60) days, affecting the renewal of your subscription. Your running Subscription Term will not be affected. The previous is without prejudice to Pro Backup’s right to terminate the Conditions for cause as stated in clause 19.
4.2. Any renewal or extension of use after a trial version or promotional subscription to the Services will occur as a paid subscription in accordance with our price plan in effect at the time of the renewal or extension.
4.3. Consumers who subscribe to our Services cannot invoke a right to withdraw the subscription during a reflection period, since our Agreement concerns software and is performed immediately after the commencement of the subscription.
5. Authorized users
5.1. Our Services shall be used solely by you or users authorized by you and for which you agree to bear the full responsibility. You may only add users to your subscription if such is included in your subscription. You will cause all authorized users to comply with the obligations under these Conditions.
6. Fees and Price
6.1. Subscriptions are subject to differing price plans. Those price plans are listed on the pricing page. Payments are due and payable monthly or annually according to the chosen plan. The payment methods accepted by us are indicated on the subscriptions page. Unless indicated otherwise, all fees are exclusive of value-added or other taxes. You agree to pay on or before their due date all taxes, duties and charges which arise out of or in connection with the Agreement.
6.2. In the event of any overdue payments, we reserve the right to suspend, downgrade or terminate your account and your access to our Services.
6.3. Paid fees are non-refundable.
6.4. We reserve the right to modify the applicable price plans at any time, for any valid reason, taking into consideration the business environment, technical evolution, adaptations to our business strategy, etc. Changes to your price plan will be notified to you by written notice. Changes will be effective when your current Subscription Term (monthly or yearly) expires, and your next payment is due after the notice of the change. If your current Subscription Term should expire within thirty (30) days of our notice to you, the change in your price plan will not take effect until your subscription renews for a second time after the notice. If you do not agree with the proposed changes to your price plans, you may terminate or downgrade your subscription during the notice period from within your subscriptions page.
7. Suspension of Services
7.1. We will be entitled to deny any access to and Services, and to suspend our Services, if you or your authorized users materially or repeatedly breach any provision of these Conditions. Unless we reasonably believe that we are entitled to act urgently, in view of the circumstances, we will provide a notice of default by e-mail before we undertake such action. Without limitation, such circumstances may be considered when we may incur legal liability caused by your actions, when the security of our Services is at risk, or when other users’ ability to access and use our Services may be disrupted.
8. Warranties and disclaimers
8.1. During the term of our Agreement, we will provide our Services using a reasonable level of skill and care and that our Services will substantially conform to any specifications contained in our documentation, which may be provided in any form. Our sole responsibility under this limited warranty shall be to use reasonable efforts to correct or replace the Services which fail to conform to such limited warranty.
8.2. Please consider that we shall have no liability under the limited warranty if: (a) you or any of your authorized user, or third party on your behalf modifies any part of our Services; (b) you fail to give us timely notice of the claimed breach of warranty; (c) the failure to conform is caused in whole or part by third parties, other than us, or by products, equipment, software, services, infrastructure, or environments not supplied by us. This includes the Integrations; (d) you use our Products or Services in any way that is not in conformity with these Conditions.
You acknowledge that you are responsible for your internet connections and infrastructures that are necessary to make use of our Services. Online services are not guaranteed to be uninterrupted nor error-free, and such service relies on a multitude of services and factors that are not under our control. Furthermore, you acknowledge that our Services depend on Integrations and applications of third parties that may be modified by such third parties, and that certain errors may occur in case of such modifications.
8.3. Except as otherwise expressly stated, the above warranties are the only warranties given by us with respect to our Services, which are otherwise provided on an as-is and as-available basis. We, and our suppliers, licensors, and distributors disclaim all other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
9. Modifications to our Services or Products
9.1. In an evolutive environment, we are constantly changing and improving our Services. We may make performance or security improvements, change functionalities or features, adapt our Services in order to be compatible with Integrations, products, or services that we depend on, or make changes to comply with legal obligations or to prevent illegal activities on, or abuse of, the systems used by our Services. We will provide notice of material changes to our Services that we reasonably believe will adversely impact your usage. However, it may occur that we will need to make urgent changes to our Services without giving notice. These will be limited to instances where we need to take action to ensure the security and operability of the Service, prevent abuse or where we must act to meet legal requirements or imposed standards. If you do not agree with any changes, you are entitled to terminate the Agreement as stated in Article 4.
10. Acceptable use
10.1.Without prejudice to any other provision of these Conditions, you are not allowed to:
upload, transfer or post any content that is false or misleading, defamatory, illegal or otherwise harmful to other users or third parties;
distribute computer viruses or any other form of harmful code;
try to gain unauthorized access to our systems, undertake hacker attacks, try to circumvent any security provisions or try to interfere in any other way with our services and communications;
copy, analyze, re-engineer or modify the software code that is used for the performance of our Services.
10.2. If you, or any authorized user, acts in violation of one or more of the aforementioned provisions, you will be obliged to follow the instructions given by us in this respect. If files or data that are stored using our Services are unlawful, we will be entitled to remove these files or data with immediate effect and to destroy these without prior notice. We shall in no event be liable for any damage arising from such actions.
11. Your files and data
11.1. You retain sole and exclusive ownership of all files and data that are transferred and stored through our Services.
11.2. We will have the right to use and disclose your files and data to: (a) you or your authorized users to provide our Services; (b) monitor your use of our Services for security and other internal business purposes; (c) enforce the terms of these Conditions.
11.4. If you decide to transfer and disclose personal data as part of backed-up data, you agree to instruct us on the basis of our Data Processing Agreement. In that instance, we will act as your processor, and you will be the controller. You agree to respect the applicable legislation in relation to the protection of personal data, in particular the GDPR, Regulation 2016/679. Our Data Processing Agreement can be found at https://www.probackup.io/gdpr.
12. Intellectual property
12.1. You retain sole and exclusive ownership of all intellectual property rights in all files and data that are transferred and stored through our Services.
12.2. We, our licensors, and our suppliers, are the sole owners of our applications, documentation in any form, and the know-how incorporated in our Services, including all copyright, design right, trade secret, patent, trademark, and other intellectual property rights incorporated or used therein. Nothing in these Conditions shall be understood to provide you or any authorized user with any rights, title, or ownership to any of such Services and/or intellectual property rights, except as explicitly stated in these Conditions.
13.1. We warrant that our Services are not counterfeiting of any element, work or creation of a third party. If one or more of our Services is the basis of any action, claim, or opposition from a third party claiming an adverse intellectual property right, or opposing to the exercise of any rights granted to you on any ground, we will defend you, provided that the alleged violation does not result from modifications or additions made by you, or from any use that is not allowed by us.
13.2. If one or more Services is judged, or alleged, to be counterfeiting or a violation of any third party’s rights, we shall, at our choice: (a) provide another element having similar functionalities and performances, (b) obtain the right to continue using and exploiting the concerned Service, (c) or reimburse the price received for the relevant Service.
14.1. We mutually agree that any non-public information, data, materials or know-how, including without limitation, prices, fees, methods, software, documentation, processes, techniques, which may be supplied by one party to the other party to these Conditions in connection with the Agreement, which, by its nature, would be considered by a reasonable person to be confidential (“Confidential Information”), are confidential and constitute valuable assets of the disclosing party.
14.2. During the term of the Conditions and for five (5) years thereafter, each party agrees to use the Confidential Information only for the purposes specifically authorized in these Conditions, to hold such Confidential Information in strict confidence, and not to disclose any of the Confidential Information to any third party except as necessary to provide the Services or as otherwise contemplated under the Conditions. Each Party agrees to limit access to Confidential Information to those employees and contractors whose use of or access thereto is necessary for the authorized use of the Confidential Information under the Conditions.
14.3. The obligations of non-disclosure set forth above shall not apply to the extent that a party is legally required to produce Confidential Information pursuant to a subpoena or other legal process or order of a court of competent jurisdiction, provided that such party provides prompt written notice to the other party of such process or order (to the extent permitted) and produces only that portion of the applicable Confidential Information legally required under such process or order.
15.1. We, our suppliers, licensors, and distributors, do not accept any liability for:
Losses that are not caused by our breach of these Conditions;
Any loss or damage that was not, at the time of your subscription to our relevant Service, a reasonably foreseeable consequence of a breach of the Conditions by us;
Any indirect and consequential damage, including without limitation, commercial damage, moral damage, loss of good standing or goodwill, lost profits or revenues, loss of expected savings or opportunities, or claims of third parties;
Losses that could reasonably have been prevented or mitigated by you;
Losses caused by circumstances that were not notified to us within a short period of time after their occurrence;
Losses caused by the infrastructure, goods or services provided by third parties.
15.2. The total liability of Pro Backup, and its suppliers and distributors, for any claims under these Terms, including for any implied warranties, is in the aggregate limited to the total amount that you paid to us to use the Services.
15.3. You and your authorized users determine which files and data are transferred and stored using our Services. We have no knowledge of these data and their content and shall not supervise or control such data and content. Therefore, you remain responsible for the transferred data. You shall indemnify us against any claim from third parties against us insofar such claim is based on the use that you or your authorized users make of our Services.
15.4. Nothing in these Terms is intended to exclude or limit the liability of any Party for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded by law. In the latter case, the liability can still be limited up to a maximum amount that will be considered reasonable, which may be decided by court if necessary.
15.5. You acknowledge that the price of our Services is impacted by the financial risk that we undertake, and that the present clause is a reflection thereof.
16. Force Majeure
16.1. We will not be liable for any failure to perform our obligations or for any delay in such performance, to the extent that such failure or delay is due to causes beyond our reasonable control (“Force Majeure”), including, but not limited to, acts of God, government actions, fire, general strikes, civil disturbances, acts of terror, transportation interruptions, interruptions of power or communications, natural or supervening disasters or epidemic disease.
16.2. The occurrence of a Force Majeure event will not as such operate to terminate our agreement under these Conditions, but in the event that the non-performance as a result of such Force Majeure continues in excess of thirty (30) days, either party may terminate the agreement under these Conditions upon the giving of thirty (30) days’ notice in writing to the other party.
17. Termination for cause
17.1. Either party may terminate the agreement under these Conditions for cause (1) upon thirty (30) days written notice to the other party of a material or repeated breach if such breach remains uncured at the expiration of such period, or (2) insofar authorized by applicable law, immediately on written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding in relation to insolvency, receivership, restructuring, liquidation or assignment for the benefit of creditors or undergoes any similar procedure in consequence of debt.
18. Effect of termination
18.1. Upon the effective date of termination of the Subscription Term, all use rights hereunder shall terminate. If we decide to terminate the subscription, we will give you at least ten (10) days’ prior notice. During this notice period, you will have the opportunity to migrate your files out of the backup that is stored by us, and we will give the relevant instructions upon your request. After such ten (10) days period, you will no longer be able to access the stored files and data and we will be entitled to delete all files and data.
18.2. If you decide to terminate the subscription, you will be able to migrate such files and data before the effective date of termination at the moment of termination.
18.3. In case of termination for cause as stated in Article 17, we will decide whether or not you should have the opportunity to migrate your files, taking into consideration the circumstances of the case.
19. Independent contractors
19.1. The parties are independent contractors. These Conditions do not create a partnership, franchise, joint venture, agency, or employment relationship between the Parties.
20.1. If any provision of these Conditions should be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall, insofar it is severable from the remainder of these Conditions, be deemed replaced by a valid and enforceable provision that respects the intention of the unenforceable provision insofar as possible.
21. Applicable low
21.1. These Conditions and the contractual relationship between us and you, are governed by Belgian law, without prejudice to the right of any user acting as a consumer with a permanent residence in the EU to apply laws of consumer protection that are valid in his country of residence. Legal instruments of international private law, such as the Vienna Convention on the international sale of goods, do not apply.
22.1. The courts of Leuven (Louvain), Belgium shall have exclusive jurisdiction for all disputes arising out of or in connection with these Conditions and the use of Pro Backup, without prejudice to any legal provisions that are applicable to consumers.
22.2. Furthermore, in case of a dispute between a consumer with permanent residence in an EU member state, there is an option for online dispute resolution – see the website for online dispute resolution at http://ec.europa.eu/odr.