AFFILIATE SUBSCRIPTION AGREEMENT
Last update: 20 February, 2012
This Subscription Agreement is a legal agreement between you (either an individual or an entity) and Online Holdings LLC DBA Remote Backup Systems. By applying for and accepting an account, you are agreeing to be bound by the terms of this agreement.
DEFINITIONS: (a) "Online Holdings LLC," "we," and "us" means Online Holdings LLC DBA Remote Backup Systems, its subsidiaries, owners, investors, vendors, suppliers, executives and employees. (b) "You," "subscribers," "your", "user," and "users" means the individual or entity using Online Holdings LLC products or services. (c) "Service" means all services provided by Online Holdings LLC. (d) "Software" means the online backup agent software distributed to end users under your account.
WEB SITE AND HOSTING: Online Holdings LLC dba Remote Backup Systems will provide and host a web site, customized for you with features according to the level of service to which you have subscribed. We charge a one-time setup fee, and no other hosting fees.
BILLING: Online Holdings LLC dba Remote Backup Systems will bill your customers directly by way of credit card, ACH debit, direct billing, or any other method we choose.
TERMINATION OF END USER ACCOUNTS: We will terminate end user accounts for failure to pay or for violation of the End User License Agreement (EULA). If we terminate an end user account we will give notice to the end user as required in the EULA, and make his/her data available for download as required by the EULA.
RESIDUAL PAYMENTS: Online Holdings LLC dba Remote Backup Systems will pay you twenty (20) percent of the total billing (or other sum as separately agreed to in writing) plus five (5) percent of the total billing (or other sum as separately agreed to in writing) of your direct affiliates within 3 business days of the first and fifteenth day of every month.
REFUNDS AND CHARGEBACKS: Online Holdings LLC dba Remote Backup Systems does not dispute chargebacks. If a customer disputes and/or cancels a charge within thirty (30) days of a sale, we will allow the charge reversal. If a customer requests a refund within thirty days, we will grant it. Please note that most credit card customers have up to six months to dispute charges. We might dispute chargebacks that take place longer than thirty days from a sale. In case of a refund or chargeback, we will immediately cancel the user's account.
COMMISSION DEDUCTIONS FOR CHARGEBACKS: If a chargeback happens on a sale for which we have already paid commissions, we will deduct your percentage of the chargeback from your future commissions.
METHOD OF PAYMENT: We will pay you through PayPal or through other means as separately agreed to in writing.
TECHNICAL SUPPORT: Technical Support will be provided by Online Holdings LLC dba Remote Backup Systems according to the EULA.
REVENUE FROM ADS: Online Holdings LLC dba Remote Backup Systems receives all revenue from ads (if any) that display on your account’s web site.
COPYRIGHT: This website and accompanying materials (including any images, "applets", photographs, animations, video, audio, music and text incorporated into the website and accompanying materials) is owned by Online Holdings LLC and licensed to you. It is protected by United States copyright laws and international treaty provisions and all other applicable national laws. Therefore, you must treat the sales and marketing materials provided to you like any other copyrighted material (e.g. a book or musical recording) except that you may either (a) make one copy solely for backup or archival purposes or (b) transfer it to a single hard disk provided you keep the original solely for backup or archival purposes.
ACCEPTABLE USE: You are solely responsible for your behavior and your use of your account. You agree to indemnify, defend, and hold harmless Online Holdings LLC dba Remote Backup Systems from any and all loss, cost, liability, and expense arising from or related to your use of your account, or your violation of these terms.
SERVICE-SPECIFIC RESTRICTIONS ON USE: Certain Online Holdings LLC products and subscription levels have certain limitations, including and not limited to the features available to you. You agree not to circumvent these limitations in any way, including and not limited to, and circumventing settings that do not have a user interface.
USERNAMES and PASSWORDS: Online Holdings LLC may require you to establish a Username and Password to protect your account. You are solely responsible for any consequences that arise in whole or in part from your compromise of your Username or Password. Online Holdings LLC assumes no liability to supply you with your Username or Password.
TERM: This Agreement becomes effective when you register for your account. It remains in effect until your account is terminated.
TERMINATION: You may terminate this Agreement at any time by notifying Online Holdings LLC at the email address on its web site.
This Agreement automatically terminates if you fail to comply with this Agreement. Online Holdings LLC reserves the right to refuse or discontinue any subscription at any time at its sole discretion.
Upon voluntary termination of your account, any online backup clients that remain under your account will be forfeited to Online Holdings LLC, and Online Holdings LLC will be under no obligation to continue paying you residuals.
Upon involuntary termination of your account, Online Holdings LLC will continue to pay you residuals for a period of one (1) year following your termination.
This Agreement terminates automatically if your account fails to generate residual payments for one (1) year.
The terms of the Sections entitled Copyright, Disclaimer of Warranties, Limitation of Liability, and Miscellaneous will survive termination of this Agreement.
RESTRICTED USES OF THE SERVICE: You may not install (or cause to be installed) or use the online backup agent software provided with your account on computers that are connected to life-saving or life-support medical equipment, nor on any equipment used in the production or administering of drugs or breathable gasses, nor on any equipment used in connection with nuclear, power generation, aviation or mass transit applications, nor with any application or on any computer that, through malfunction or misuse, could directly or indirectly cause personal injury, death, physical damage or destruction.
OTHER RESTRICTIONS: You hereby agree not to reverse engineer, decompile or disassemble the Software. You agree not to analyze the software, its data files, or transmission protocols in an attempt to discover its systems and methods of operation. You agree not to communicate to others any discovery of technical procedures, systems and methods, or protocol of the Software or Service. You hereby agree that the Software does not infringe on any patent, copyright, trademark, or other intellectual property rights under your control either directly or indirectly, or under the control of any company or other entity to which you report. You agree to hold harmless Online Holdings LLC dba Remote Backup Systems, its suppliers, vendors, owners and employees in any intellectual property dispute that might arise from the discovery or disclosure of such information by you as a result of a violation of this paragraph. You may not use the Software with any service or server other than the Online Holdings LLC dba Remote Backup Systems Service. You may not access the Online Holdings LLC dba Remote Backup Systems Service with any software not provided to you by Online Holdings LLC dba Remote Backup Systems.
CUSTOMER SUPPORT: Online Holdings LLC dba Remote Backup Systems may, at its sole discretion, provide customer support through whatever means and on whatever schedule we set. This means that live customer support might not be provided during certain hours or on certain days (for example, US National Holidays), and might be provided only through certain channels or vehicles such as email, live online chat, telephone, remote control, or an automated online help system. We may offer support using technicians in the USA or any other country.
Online Holdings LLC dba Remote Backup Systems cannot provide support for, and is not responsible for, problems affecting the Service which are caused by any external software, hardware, or service. This includes routers, firewalls, network interface devices, Internet connections, antivirus software, disk management software, or any other software, hardware, or service that might hamper the proper operation of the Software or Service.
Online Holdings LLC dba Remote Backup Systems is not responsible for your receipt of our emails, nor of our receipt of your emails. If you are not receiving our emailed replies, check your spam filters, or make sure we have your correct email address. Emails from Online Holdings LLC dba Remote Backup Systems come from an email address at varbackup.com or from remote-backup.com. If we are not receiving your emails, make sure you are sending them to the correct address, that your emails are not being blocked by outbound spam filters, and that your mail server is not on any spam lists or real time black hole lists. Because of difficulties imposed by spam software, we strongly suggest you contact us through one of the methods on the Contacts page on our website.
SOFTWARE UPDATES: From time to time Online Holdings LLC dba Remote Backup Systems releases updates for the Software. The Software has the ability to automatically update itself by downloading an update and applying it. However, because firewalls, routers, and anti-virus software can sometimes block the download, Online Holdings LLC dba Remote Backup Systems is not liable for the failure of this update process. Online Holdings LLC dba Remote Backup Systems may, at its sole discretion, refuse to provide support (but not Services) for software that is older than the current version.
U.S. GOVERNMENT RESTRICTED RIGHTS: The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Online Holdings, LLC / Memphis, TN 38028 USA.
EXPORT CONTROLS: You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, North Korea, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
CHANGES TO THIS AGREEMENT AND SERVICE: Online Holdings LLC dba Remote Backup Systems reserves the right to make changes to, modify, suspend, or discontinue providing service in part or in whole at its sole discretion. Online Holdings LLC dba Remote Backup Systems will make reasonable efforts to notify you of any such event by sending an email to the email address associated with your account and/or by posting a notice on the website. Under no conditions will Online Holdings LLC dba Remote Backup Systems be liable to you or to any third party for any event defined in this paragraph.
Online Holdings LLC dba Remote Backup Systems reserves the right to modify this Agreement without liability to you. The modified agreement will become effective for existing subscribers 15 days after it has been posted on the web site. You agree to be bound by the terms of the modified agreement. If you do not agree, you must terminate your subscription immediately.
DISCLAIMER OF WARRANTIES: Online Holdings LLC dba Remote Backup Systems SOFTWARE AND SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. Online Holdings LLC dba Remote Backup Systems EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR SERVICE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE AND SERVICE MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE OR SERVICE, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE OR SERVICE.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL Online Holdings LLC dba Remote Backup Systems OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Online Holdings LLC dba Remote Backup Systems HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF Online Holdings LLC dba Remote Backup Systems, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO Online Holdings LLC dba Remote Backup Systems FOR THE SOFTWARE OR SERVICES.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR SERVICE, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
ENTIRE AGREEMENT: This instrument is the entire agreement between you and Online Holdings LLC dba Remote Backup Systems. Oral changes and agreements have no effect. This agreement may be altered only by a written agreement signed by an executive of Online Holdings LLC dba Remote Backup Systems.
ACCEPTANCE OF THESE CONDITIONS: By subscribing for an affiliate account, you accept the terms of this Subscription Agreement. You agree that you fully understand the capabilities of the Software and Service, and the terms of this Agreement, and that you accept the Software and Service as-is. By accepting this Agreement, you agree that you will not reverse any credit card charge for this purchase.
Online Holdings LLC dba Remote Backup Systems may, in its sole discretion, transfer or assign all or any part of its rights in the Online Holdings LLC dba Remote Backup Systems Software or Service, and any license or contract related thereto, and may delegate all or any portion of its duties, if any, for any Online Holdings LLC dba Remote Backup Systems Software or Services, licenses, or other contracts.
This agreement shall be governed by the laws of the state of TN and shall inure to the benefit of Online Holdings LLC dba Remote Backup Systems and any successors, administrators, heirs, and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a STATE or FEDERAL COURT of competent jurisdiction located in TN. You hereby consent to in personam jurisdiction of said courts. The foregoing notwithstanding, Online Holdings LLC dba Remote Backup Systems retains the right to institute action in any court of competent jurisdiction to enforce its rights under this Agreement.
The most recent version of this End User Agreement is on the Online Holdings LLC web site.