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BY INSTALLING AND OR USING ONLINEBACKUPVAULT.COM, YOU-THE RESELLER , AGREE TO THE
TERMS THAT EMPLOYEES, AGENTS, AFFILIATES AND OWNERS OF ONLINEBACKUPVAULT.COM (LLC)
AS WELL AS THE COMPANY ITSELF ONLINEBACKUPVAULT.COM LLC, AND OR ONLINEBACKUPVAULT
LLC CANNOT AND WILL NOT BE HELD LIABLE FOR ANY LOSS OF DATA AND /OR DAMAGE CAUSED
DIRECTLY OR INDIRECTLY BY ONLINEBACKUPVAULT.COM. INCLUDING BUT NOT LIMITED TO THE
IMPROPER OR PROPER SETUP OR USAGE OF THE SOFTWARE AND OR WEBSITE. THIS INCLUDES
THE ACTUAL DATA AND OR FINANCIAL LOSS DUE TO DATA LOSS.
ONLINEBACKUPVAULT.COM PROVIDES AN EXTERNAL SUPPLEMENTAL BACKUP SERVICE AND DOES
NOT GUARANTEE NOR TAKE RESPONSIBILITY FOR USERS' DATA OR DATA BACKUP. ONLINEBACKUPVAULT.COM
SENDS OUR BACKUP REPORTS BASED ON THE RESULTS THE SOFTWARE SEES FIT, HOWEVER THESE
REPORTS ARE NOT LEGAL BINDING DOCUMENTS, AND NOT GUARANTEED TO BE ERROR FREE. ONLINEBACKUPVAULT.COM
STRONGLY SUGGESTS ROUTINE "FIRE DRILLS" TO TEST OUT YOUR BACKUP PROCEDURE/BACKUPS
AND ENSURE THAT ALL IS WORKING PROPERLY AND THAT YOU CAN RESTORE YOUR DATA SUCCESSFULLY.
WHILE ONLINEBACKUPVAULT.COM DOES PLAN TO BE THE PREMIER BACKUP SERVICE, UNINTERRUPTED
SERVICE AND OR THE AVAILABILITY OF THE END USERS DATA CANNOT BE GUARANTEED UNDER
ANY CIRCUMSTANCE. PLEASE REVIEW OUR SLA FOR THE EXTENTS OF COMPENSATION(S).
ONLINEBACKUPVAULT.COM PRIVACY POLICY KEEPS YOUR DATA SECURE, WHEN USING THE OPTIONAL
ENCRYPTION KEY EVEN THE CTO OF ONLINEBACKUPVAULT.COM DOES NOT HAVE ACCESS TO YOUR
DATA. IF A USER DECIDES NOT TO USE ENCRYPTION KEY, THE DATA REGARDLESS FALLS UNDER
OUR STRICT PRIVACY POLICY AND WILL NEVER BE ACCESSED BY US, WITHOUT WRITTEN PERMISSION
FROM THE CLIENT. IN ADDITION OBV UTILIZES THIRD PARTY VENDORS TO VERIFY AND SCAN
OUR SITE TO ENSURE ALL OUR SECURITY EFFORTS ARE ON PAR WITH SUCH A SERVICE AS WE
OFFER.
THIS ONLINEBACKUPVAULT.COM PARTNER AGREEMENT (THIS "AGREEMENT") IS ENTERED INTO
AS OF THE DATE OF SUBMISSION (THE "EFFECTIVE DATE") BY AND BETWEEN ONLINEBACKUPVAULT.COM
SOFTWARE CORPORATION, AN AMERICAN CORPORATION BASED IN NEW YORK. ("ONLINEBACKUPVAULT.COM"),
AND APPLICANT PARTY (THE "PARTNER").
1. PARTNER BENEFITS. PROVIDED THAT THE PARTNER IS IN COMPLIANCE THIS AGREEMENT,
THE PARTNER WILL BE ELIGIBLE TO RECEIVE AN ARRAY OF BENEFITS THAT ONLINEBACKUPVAULT.COM
MAY GENERALLY OFFER TO ALL PARTNERS ("BENEFITS") FROM TIME TO TIME DURING THE TERM
OF THIS AGREEMENT. A DESCRIPTION OF THE BENEFITS OFFERED TO ALL PARTNERS MAY BE
POSTED ON ONLINEBACKUPVAULT.COM'S PARTNER WEBSITE. ONLINEBACKUPVAULT.COM MAY, AT
ANY TIME IN ITS SOLE DISCRETION, AMEND OR CANCEL ANY BENEFITS OR THE ENTIRE BENEFITS
PROGRAM.
2. WARRANTY DISCLAIMER . ALL BENEFITS ARE PROVIDED TO THE PARTNER "AS IS". ONLINEBACKUPVAULT.COM
MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY BENEFITS, ONLINEBACKUPVAULT.COM
PRODUCTS, OR SUPPORT PLANS, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE
PARTNER MAY NOT MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, CONCERNING
ONLINEBACKUPVAULT.COM PRODUCTS TO END USERS ON BEHALF OF ONLINEBACKUPVAULT.COM.
ONLINEBACKUPVAULT.COM WARRANTS ONLINEBACKUPVAULT.COM PRODUCTS TO END USERS ONLY
IN ACCORDANCE WITH THE END USER LICENSE AGREEMENTS PROVIDED WITH ONLINEBACKUPVAULT.COM
PRODUCTS. WHEN SELLING VIA OUR RESELLER/PARTNER CHANNEL OUR TOS/SLA AND OTHER LEGAL
DOCUMENTS APPLY EXCLUSIVELY TO THE RESELLER/PARTNER. THE RESELLER/PARTNER HAS FULL
PERMISSION TO TAKE OUR DOCUMENTATION AND TO MODIFY/CUSTOMIZE FOR THEIR RESPECTIVE
END USERS THOUGH ONLINEBACKUPVAULT.COM WILL NOT BE HELD RESPONSIBLE FOR ANY SUBSEQUENT
LEGAL ACTIONS BETWEEN A RESELLER/PARTNER AND THEIR END USERS.
3. INDEMNIFICATION. PARTNER WILL DEFEND, INDEMNIFY, AND HOLD ONLINEBACKUPVAULT.COM
HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, DEBTS, SETTLEMENTS, COSTS, ATTORNEYS'
FEES, EXPENSES AND LIABILITIES OF ANY TYPE WHATSOEVER (COLLECTIVELY, "CLAIMS") ARISING
FROM OR RELATED TO PARTNER'S MARKETING OR DISTRIBUTION OF ONLINEBACKUPVAULT.COM
PRODUCTS OR OTHER ACTIONS OR OMISSIONS OF PARTNER OR ITS EMPLOYEES AND AGENTS. ONLINEBACKUPVAULT.COM
WILL HAVE THE RIGHT TO PARTICIPATE IN OR CONDUCT THE DEFENSE OF SUCH CLAIM WITH
COUNSEL OF ITS OWN CHOICE. ONLINEBACKUPVAULT.COM WILL USE REASONABLE EFFORT TO PROMPTLY
NOTIFY PARTNER OF ANY SUCH CLAIM. NO SETTLEMENT OF A CLAIM WILL BE BINDING ON ONLINEBACKUPVAULT.COM
WITHOUT ONLINEBACKUPVAULT.COM’S PRIOR WRITTEN CONSENT.
4. TERMINATION. THIS AGREEMENT WILL BEGIN ON THE EFFECTIVE DATE AND WILL CONTINUE
UNTIL TERMINATED UNDER THIS SECTION. EITHER PARTY MAY TERMINATE THIS AGREEMENT FOR
CONVENIENCE AT ANY TIME BY GIVING SIXTY (60) DAYS WRITTEN NOTICE TO THE OTHER PARTY.
EITHER PARTY MAY TERMINATE THIS AGREEMENT FOR CAUSE BY IMMEDIATELY PROVIDING WRITTEN
NOTICE OF TERMINATION UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS: (I) IF
THE OTHER CEASES TO DO BUSINESS, OR OTHERWISE TERMINATES ITS BUSINESS OPERATIONS;
OR (II) IF THE OTHER PARTY MATERIALLY BREACHES ANY MATERIAL PROVISION OF THIS AGREEMENT
AND FAILS TO FULLY CURE SUCH BREACH WITHIN 30 DAYS OF WRITTEN NOTICE THEREOF. SECTIONS
2-8 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
5. CONFIDENTIALITY. ONLINEBACKUPVAULT.COM MAY FROM TIME TO TIME DURING THE TERM
OF THIS AGREEMENT DISCLOSE TO PARTNER CERTAIN INFORMATION REGARDING ONLINEBACKUPVAULT.COM'S
BUSINESS AND PRODUCTS, INCLUDING TECHNICAL, MARKETING, FINANCIAL, EMPLOYEE, PLANNING,
AND OTHER CONFIDENTIAL OR PROPRIETARY INFORMATION ("CONFIDENTIAL INFORMATION").
PARTNER WILL NOT USE ANY CONFIDENTIAL INFORMATION FOR ANY PURPOSE NOT EXPRESSLY
PERMITTED BY ONLINEBACKUPVAULT.COM, AND WILL DISCLOSE THE CONFIDENTIAL INFORMATION
ONLY TO THE EMPLOYEES OR CONTRACTORS OF PARTNER WHO HAVE A NEED TO KNOW SUCH CONFIDENTIAL
INFORMATION FOR PURPOSES OF THIS AGREEMENT AND WHO ARE UNDER A DUTY OF CONFIDENTIALITY
NO LESS RESTRICTIVE THAN PARTNER'S DUTY HEREUNDER. PARTNER WILL PROTECT THE CONFIDENTIAL
INFORMATION FROM UNAUTHORIZED USE, ACCESS, OR DISCLOSURE IN THE SAME MANNER AS PARTNER
PROTECTS ITS OWN CONFIDENTIAL OR PROPRIETARY INFORMATION OF A SIMILAR NATURE AND
WITH NO LESS THAN REASONABLE CARE. PARTNER'S OBLIGATIONS UNDER THIS SECTION WITH
RESPECT TO ANY CONFIDENTIAL INFORMATION WILL TERMINATE IF SUCH INFORMATION WAS ALREADY
KNOWN TO PARTNER AT THE TIME OF DISCLOSURE BY ONLINEBACKUPVAULT.COM, OR THROUGH
NO FAULT OF PARTNER HAS BECOME, GENERALLY AVAILABLE TO THE PUBLIC. IN ADDITION,
PARTNER MAY DISCLOSE CONFIDENTIAL INFORMATION TO THE EXTENT NECESSARY TO COMPLY
WITH A VALID COURT ORDER, PROVIDED THAT PARTNER NOTIFIES ONLINEBACKUPVAULT.COM OF
SUCH REQUIRED DISCLOSURE PROMPTLY AND IN WRITING AND COOPERATES WITH ONLINEBACKUPVAULT.COM,
IN ANY LAWFUL ACTION TO CONTEST OR LIMIT THE SCOPE OF SUCH REQUIRED DISCLOSURE.
PARTNER WILL EITHER, AT ONLINEBACKUPVAULT.COM'S OPTION, RETURN TO ONLINEBACKUPVAULT.COM
OR DESTROY ALL CONFIDENTIAL INFORMATION IN PARTNER'S POSSESSION OR CONTROL PROMPTLY
UPON THE WRITTEN REQUEST OF ONLINEBACKUPVAULT.COM OR THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT, WHICHEVER COMES FIRST.
6. LIMITATION ON LIABILITY . IN NO EVENT WILL ONLINEBACKUPVAULT.COMBE LIABLE FOR
ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOSS OF PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, THE BENEFITS, ONLINEBACKUPVAULT.COMPRODUCTS,
OR SUPPORT PLANS, EVEN IF ONLINEBACKUPVAULT.COMKNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF, SUCH DAMAGES. ONLINEBACKUPVAULT.COM’STOTAL LIABILITY ARISING FROM
OR RELATING TO THIS AGREEMENT, THE BENEFITS, ONLINEBACKUPVAULT.COMPRODUCTS, OR SUPPORT
PLANS, WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, OR ANY OTHER LEGAL THEORY,
WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF ONE OR MORE CLAIMS
WILL NOT ENLARGE THE LIMIT.
7. GENERAL
A. PARTNER WILL NOT DISCLOSE THE TERMS OF THIS AGREEMENT TO ANY THIRD
PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF ONLINEBACKUPVAULT.COM. ONLINEBACKUPVAULT.COM
MAY IDENTIFY PARTNER AS A PARTNER IN ONLINEBACKUPVAULT.COM ADVERTISING AND MARKETING
MATERIALS.
B. PARTNER WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS WITH
REGARD TO ITS MARKETING, SALES, AND DISTRIBUTION OF ANY ONLINEBACKUPVAULT.COM PRODUCT,
INCLUDING ANY APPLICABLE IMPORT AND EXPORT LAWS AND REGULATIONS. PARTNER AGREES
THAT IT WILL NOT EXPORT OR RE-EXPORT ANY ONLINEBACKUPVAULT.COM PRODUCT IN ANY FORM
IN VIOLATION OF THE EXPORT OR IMPORT LAWS OF THE UNITED STATES OR ANY FOREIGN JURISDICTION.
C. THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF ANY OTHER STATE. ANY ACTION OR PROCEEDING ARISING
FROM OR RELATING TO THIS AGREEMENT MUST BE BROUGHT IN A FEDERAL COURT IN THE NEW
YORK , AND EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION TO THE JURISDICTION AND VENUE
OF ANY SUCH COURT IN ANY SUCH ACTION OR PROCEEDING.
D. ALL NOTICES, CONSENTS, AND
APPROVALS REQUIRED BY THIS AGREEMENT MUST BE IN WRITING AND WILL BE EFFECTIVE UPON
RECEIPT BY THE RECEIVING PARTY AT THE ADDRESS SET FORTH BELOW.
E. PARTNER'S RELATIONSHIP
TO ONLINEBACKUPVAULT.COM IS THAT OF AN INDEPENDENT CONTRACTOR, AND NEITHER PARTY
IS AN AGENT OR PARTNER OF THE OTHER. DISTRIBUTOR WILL NOT HAVE, AND WILL NOT REPRESENT
TO ANY THIRD PARTY THAT IT HAS, ANY AUTHORITY TO ACT ON BEHALF OF ONLINEBACKUPVAULT.COM.
ONLINEBACKUPVAULT.COM WILL NOT CONTACT A CLIENTS END USER/CLIENT WITHOUT EXPLICIT
PERMISSION FROM THE RESELLER/PARTNER.
F. ALL WAIVERS MUST BE IN WRITING. ANY WAIVER
OR FAILURE TO ENFORCE ANY PROVISION OF THIS AGREEMENT ON ONE OCCASION WILL NOT BE
DEEMED A WAIVER OF ANY OTHER PROVISION OR OF SUCH PROVISION ON ANY OTHER OCCASION.
G. IF ANY PROVISION OF THIS AGREEMENT IS UNENFORCEABLE, SUCH PROVISION WILL BE CHANGED
AND INTERPRETED TO ACCOMPLISH THE OBJECTIVES OF SUCH PROVISION TO THE GREATEST EXTENT
POSSIBLE UNDER APPLICABLE LAW AND THE REMAINING PROVISIONS WILL CONTINUE IN FULL
FORCE AND EFFECT.
H. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PREVIOUS
COMMUNICATIONS, UNDERSTANDINGS, REPRESENTATIONS OR STATEMENTS, WHETHER ORAL OR WRITTEN.
ANY MODIFICATIONS OF THIS AGREEMENT MUST BE IN WRITING AND SIGNED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES TO THIS AGREEMENT.
I. BY SIGNING UP FOR ONLINEBACKUPVAULT.COM
RESELLER PROGRAM, THE RESELLER AGREES TO ALL TERMS ABOVE AS WELL AS TERMS SET FORTH
TO THE END USER UNDER THE LEGAL & TOS SECTION OF THE ONLINEBACKUPVAULT.COM WEB PAGE.
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