Terms and Conditions

REMOTE BACKUP AGREEMENT

1 - SERVICES

1.1 Subject to RDS’s acceptance of the Subscriber’s registration and the subscriber’s compliance with the terms and conditions of this Agreement, RDS will provide the subscriber with the following service (the "Online Remote Backup") :

(a) RDS. will establish one (1) online backup account in the subscriber’s name on the RDS. servers (the "Account");

(b) RDS Backup Systems inc. will initially allow the subscriber to store up to a total of 1000 megabytes of data files in the subscriber’s Account on a trial basis for 30 days if the trial option is chosen, or will allow the subscriber to store up to a limit higher than the trial offer depending on the subscriber’s choice among the provided storage options for the subscription fees in part 18 of this agreement; and

(c) RDS will allow the subscriber to retrieve data files from the subscriber’s Account;

(d) In the subscriber’s use of the Service, the subscriber is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the World Wide Web; (ii) the subscriber’s own access to the World Wide Web; and (iii) payment of all telephone or other fees associated with such access.

1.2 Please note that it is possible that one or more of RDS services may not be available at certain times. Please see the home page to get current status on the services. There will be no liability by RDS for the failure to provide any of the services at any time and for any length of time.

2 – SUBSCRIBER UNDERTAKINGS

2.1 The Subscriber and any person using the access code or user ID of the Subscriber is solely responsible for the content of any and all data stored or retrieved from, or attempted to be stored or retrieved from, the Subscriber’s Account and for all transmissions by The Subscriber and any person using the access code or user ID of the Subscriber from and to the subscriber’s Account.

2.2 The Subscriber’s use of the Service is subject to all applicable local, provisional, state, national and international laws and regulations. The Subscriber and any person using the access code or user ID of the Subscriber undertake:

1. Not to use the Service for any illegal purposes including, without limiting the generality of the foregoing, any use which under all applicable local, provincial, state, national and international law, code conventions or regulations applicable is a reach of those laws, codes or regulations;

2. not to use the Service to store, retrieve, transmit or view any file, data, image or program that contains: (i) any illegal pictures, materials or information; (ii) any harassing, libelous, defamatory, damaging, abusive, threatening, discriminatory, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature; (iii) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; (iv) any code or material that violates the intellectual property rights of others; (v) any viruses, worms, "Trojan horses" or any other similar contaminating or destructive features;

3. To comply with Canadian, United States and other applicable law regarding the exportation and re-exportation of any data or other materials from Canada , United States or other jurisdictions through the Service;

4. To comply with all regulations, policies and procedures of networks through which You access and use the Service; and

5. Not to access or attempt to access any Service account for which You have no access authorization or duplicate, modify, distribute or display any of the data or files from any such account.

6. Not to invade the privacy of any other subscriber by doing or causing to be done any act or preventing the doing of an act.

2.3 RDS allows for use of storage space charged on a per GB bases to accommodate for uninterrupted backups. The subscriber is solely responsible for the amount of data that is sent to RDS servers.

3 – CHANGE IN INFORMATION

3.1 The Subscriber will promptly notify RDS of any change in the information provided by the Subscriber on the registration form during registration for the Service (including, without limitation, any change in the mailing address, telephone numbers or email address). The registration information provided by the subscriber on the registration form during registration for the Service, together with any and all updates provided by the subscriber from time to time under this paragraph, is referred to in this Agreement as the "Registration Information."

3.2 The Subscriber is solely responsible for informing RDS of such any change in the registration information. RDS is not under a duty or obligation to make any changes to registration information even if it has knowledge or notice of changes from a party or source other than the Subscriber.

4 – AUTHORIZATION FOR CHARGES

4.1 The Subscriber authorizes a recurring monthly or annual charge to the subscriber in exchange for use of RDS Remote Backup service as indicated by published standard plans or a customized quote provided for the subscriber’s specific use. The Subscriber agrees to be charged for services rendered by RDS according to the fee’s outlined in this agreement or as amended or added to from time to time by RDS.

4.2 The subscriber also agrees that the enrollment for the next service period is automatic.

4.3 Please note that refunds on a pro-rated basis are issued only for monthly plans. When yearly subscriptions are canceled before the subscriptions end, refunds are issued based on a pro-rated calculation of the subscription charges at the monthly rate for the plan, for the actual number of days the account was subscribed (the number of days between the most recent yearly charges and the cancellation date). If the calculated refund amount exceeds the yearly subscription rate, then no refund is issued.

5 – ACCOUNT DETAILS

5.1 After the subscriber accepts this Agreement and the subscriber’s registration has been accepted by RDS, the subscriber’s Account will be established and the subscriber will receive account details by email.

5.2 The subscriber is solely responsible for any consequences arising out of its failure to maintain the confidentiality of its Password.

5.3 The subscriber shall notify RDS. of any unauthorized use or other breach in security of the subscriber’s Account immediately after it learns of such unauthorized use or breach.

6 – RIGHTS TO CONTENT

6.1 The subscriber is solely responsible for (a) obtaining sufficient rights to the content of all data and files stored by the Subscriber on RDS servers and (b) ensuring that such content does not include any of the items listed in paragraph 2.2 above.

6.2 RDS does not review, inspect, edit or monitor any unencrypted content, data or files stored by the subscriber. RDS. does not have any access to the subscriber’s unencrypted data.

6.3 RDS reserves the right to refuse, remove or disable access to any data or files stored on RDS servers with immediate effect if and when RDS learns that such date or files may be illegal, may violate the terms of paragraph 2 above, may violate the rights of any third party or otherwise may be reasonably objectionable.

7 – ENCRIPTION KEY PASSWORD

7.1 THE SUBSCRIBER IS SOLELY RESPONSIBLE FOR (A) STORING YOUR ENCRYPTION KEY PASSWORD PROVIDED TO THE SUBSCRIBER THROUGH RDS Remote Backup CLIENT SOFTWARE AND (B) ENSURING THAT THE SUBSCRIBER’S ENCRYPTION KEY PASSWORD IS KEPT IN AN OFFSITE LOCATION.

7.2 The subscriber is fully aware that (a) RDS can not generate a new encryption key for it; (b) that only the subscriber’s RDS Remote Backup client software can generate a new encryption key; that (c) RDS is not responsible for any lose, damage or deletion of the Subscriber's encryption key; and that (d) RDS can not recover any data without the encryption key created by the subscriber’s RDS Remote Backup client software.

8 – ASIGNMENT

8.1 RDS may at anytime, at its sole discretion and without notice assign any and all of its rights and obligations to any other party and upon such assignment shall have not obligation to the subscriber other than any expressly taken on by RDS on such date of assignment.

8.2 Any limitations of liability, denial of warranty and indemnity contained in this agreement shall continue to apply in favor of RDS after the assignment of any or all of its rights and obligations with respect to this agreement.

9 – RELEASE

9.1 The Subscriber agrees to release RDS, its affiliates, subsidiaries, assignees, agent, employees, directors and officers from any and all claims, demands, debts, obligations, damages (actual or consequential), costs and expense of any kind of nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that it may have against them or arising out of or in any way related to any dispute or the service.

9.2 The subscriber agrees to waive any and all laws that may limit the efficacy of such release.

10 – WARRANTIES

10.1 The transmission, storage, viewing and retrieval of data and files through the World Wide Web is subject to a variety of conditions that make such transmission, storage, viewing and retrieval potentially unreliable. ACCORDINGLY, THE USE OF THE SUBSCRIBER’S ACCOUNT AND THE SERVICE IS AT THE SUBSCRIBER’S SOLE RISK. THE SUBSCRIBER’S ACCOUNT AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY.

10.2 THE LIMITED WARRANTIES APPLICALE TO THE SERIVICES PROVIDED TO THE SUBSCRIER ARE ONLY THOSE, IF ANY, THAT ARE INCLUDED IN THIS AGREEMENT. RDS, ON BEHALF OF ITSELF AND ITS DISTRIBUTORS, ADVERTISERS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO YOUR ACCOUNT AND THE SERVICES OFFERED BY RDS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT).

10.3 PLEASE NOTE THAT THE ACCOUNT AND THE SERVICE MAY NOT MEET THE SUBSCRIER’S NEEDS. RDS MAKES NO REPRESENTATION OR WARRANTY: (A) THAT THE ACCOUNT OR THE SERVICE WILL MEET YOUR NEEDS; (B) THAT ACCESS TO THE ACCOUNT OR THE SERVICE WILL BE TIMELY, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE; (C) THAT THE DATA AND FILES STORED IN THE SUBSCRIER’S ACCOUNT WILL NOT BE LOST OR DAMAGED; (D) THAT THE DATA ON THE SUBSCRIBER’S DESKTOP, LAPTOP OR SERVER WILL NOT BE LOST OR DAMAGED; OR (E) THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

10.4 THE SUBSCRIBER ACKNOWLEDGES THAT ANY MATERIAL OR DATA IS STORED OR RETRIEVED THROUGH THE USE OF THE SERVICE IS DONE AT THE SUBSCRIER’S SOLE CHOICE AND RISK AND THAT THE SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE STORAGE OR RETRIEVAL OF SUCH MATERIAL OR DATA.

10.5 RDS RESERVES THE RIGHT TO CHANGE ITS WARRANTY AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE.

10.6 IN JURISDICTIONS WHERE LAWS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES WHICH ARE HEREY PURPORTED TO BE EXCLUDED, IN THOSE JURISDICITONS THOSE WARRANTIES WILL NOT BE EXCLUDED OR LIMITED.

11 - LIMITATION OF LIABILITY

11.1 RDS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT, IF ANY. WITHOUT LIMITING THE FOREGOING AND IN NO EVENT SHALL RDS OR ITS ADVERTISERS, AFFILIATES, SUBSIDIARIES OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY TO THE SUBSCRIBER FOR ANY LOSS OR DAMAGE INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR DATA OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, REVENUE OR PROFITS OR BUSINESS INTERRUPTION), EVEN IF ADIVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR OTHER PECUNIARY LOSS ARISING OUT OF THE SUBSCRIBER’S USE OR INABILITY TO USE THE SUBSCRIBER’S ACCOUNT OR THE SERVICE OR THE SUBSCRIBER’S LOSS OF DATA OR FILES STORED THEREIN, OR FOR ANY CLAIM BY A THIRD PARTY.

11.2 LIAIBILITY, IF ANY, WITH RESPECT TO OR ARISING OUT OF THE SERVICES PROVIDED BY RDS, ITS AFFIIATES AND SUBSIDIARIES, WILL BE LIMITED TO ANY APPLICABLE INSURANCE COVERAGE APPLICABLE FROM TIME TO TIME. AT NO POINT WILL RDS OR ANY OF ITS SUBSIDIARIES OR AFFILIATES BE LIABLE ANY PERSON CLAIMING THOUGHT OR UNDER OR ON BEHALF OF THE SUBSCRIBER OR ITS SUCCESSORS OR ASSIGNEES.

11.3 RDS IS NOT LIABLE IN CONTRACT OR IN TORT FOR THE UNAUTHORZED ACCESS TO, ALERATION OF, THEFT OF, OR DESTRUTION OF ANY INFORMATION OR MATERIAL STORED ON THE SERVERS OPERATED BY OR UTILIZED BY RDS BY ANY PERSON THROUGH ACCIDENTAL OR FRAUDULENT MEANS OR DEVICES EVEN IF THE ABOVE OCCURS AS A RESULT OF THE NEGLIGENCE OF RDS, ITS EMPLOYEES, AGENTS, AFFILIATES OR SUBSIDIARIES.

11.4 THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIAIITY, EVEN IF SUCH LOSS, OR DAMAGE OR LIABILITY IS ASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR A BREACH OF A FUNDAMENTAL TERM. THUS, THE LIMITATION OF LIABILITY WILL EXIST AND BE VALID AND BINDING EVEN IF THE REMAINDER OF THE CONTRACT IS FOUND TO BE VOID FOR ANY REASON WHATSOEVER.

12 - INDEMNITY

12.1 The subscriber will defend, indemnify and hold RDS., its parents, subsidiaries, affiliates, agents, officers, directors and employees, harmless from any claims, actions, liabilities, losses, costs, judgment, awards or demands, including attorneys' fees, disbursements and costs, made by any third party due to or arising out of an allegation or actual act, including: (a) the subscriber’s use of the subscriber’s Account and the Service, (b) any data files and content stored by the subscriber in the subscriber’s Account and otherwise on the RDS servers and (c) any violation of this Agreement or any other applicable law, rule and regulation by the Subscriber.

12.2 In the event that RDS is required or elects to retain a solicitor to assist with the enforcement of this agreement the Subscriber agrees to be responsible to pay the solicitor its reasonable solicitor’s fees, costs and disbursements regardless of whether RDS ultimately initiated an action in court or arbitration.

13 – TERMINATION OF AGREEMENT

13.1 Either the subscriber or RDS Backup Systems inc. may terminate this Agreement with or without cause at any time by giving notice of such termination to the other in the manner described in paragraph 14 below.

13.2 If RDS believes that the subscriber has violated its obligations under this Agreement, RDS may but is not obliged to, at its sole option and discretion, and in addition to its other remedies, immediately and without notice, suspend Your Account, remove and destroy data and files stored by the Subscriber on RDS servers and/or terminate this Agreement. RDS will not be liable to the subscriber third party for any loss, damage or liability resulting from or caused by suspension or termination of the subscriber’s Account or the Service.

13.3 Should the subscriber object to any terms and conditions of this Agreement or any subsequent modifications thereto or become dissatisfied with the Service in any way, the only recourse is to immediately: (a) discontinue use of the Service; (b) terminate this Agreement; and (c) notify RDS of such termination.

13.4 Upon any termination of this Agreement, the subscriber will cease use of the Service and, after the effective date of such termination, all of the subscriber’s stored data files will be removed from the RDS servers. RDS Backup Systems inc. may destroy any of the subscriber’s stored data files that are not removed from RDS servers, after the effective date of termination.

13.5 Paragraphs 10,11, 12, 13, 14, 15, 16 and 17 of this Agreement (and any other provision that can be reasonably construed by their sense and context to survive termination, including any provision that is with respect to a condition, warranty, representation, indemnity or limitation of liability) will survive termination of this Agreement.

14 - NOTICE

14.1 Any notice under this Agreement given by RDS to the Subscriber will be deemed to be properly given if sent by email to the subscriber’s email address as set forth in the Registration Information, or by written communication mailed to the subscriber’s address on record in the Registration Information.

14.2 It is important that the subscriber maintain a correct working email address and update it if necessary to be able to receive RDS communication.

14.3 Any notice under this Agreement given by the subscriber to RDS will be deemed to be properly given if received by email sent to RDS Customer Service at contact@rdsbackup.com.

14.4 Any notice is deemed effective as of the date sent by the party sending such notice.

15 - SEVERABILITY

15.1 This Agreement will be enforced to the fullest extent permitted by applicable law.

15.2 If for any reason any provision of this Agreement is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement and such provisions will remain in full force and effect.

15.3 Any interpretation, construction or reformation of terms which are held to be invalid or unenforceable shall not be construed in any manner that will be contrary to the interests of RDS.

16 – ALTERATION OF TERMS

16.1 The terms and conditions of this Agreement may be changed by RDS from time to time. Upon any such change, RDS Backup Systems inc. will notify the subscriber in writing of such change in accordance with paragraph 14 above.

16.2 The subscriber’s use of any Services after such notification will constitute acceptance of such changed terms and conditions.

17 – LIMITATION OF SERVICE

17.1 The Subscriber’s right to use the Service is personal to it, and the subscriber will not and can not assign any of its rights, obligations or interest in this Agreement or Account. Without limiting the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns.

17.2 RDS’s neglect or failure to insist upon or enforce strict performance of any provision or right of this Agreement will not be construed as a waiver of any provision or right.

18 – PAYMENT

18.1 The subscriber agrees to pay RDS the amounts described herein.

1. Remote installation free of charge

2. Onsite installation $80.00 per hour or portion thereof.

3. Data charges are based on the amount of data space that is occupied on the RDS Backup Systems inc. servers. All rates are on a per month or portion thereof basis.

4. First Gigabyte of data stored is charged at a rate of $25.00 per month or part thereof and each subsequent Gigabyte is at a fee of $5 per month or part thereof.

5. Multiple systems (Servers, Workstations, Laptops) owned by the same subscriber will have and be limited the total amount of storage space pooled. Each additional server, workstation, or laptop is charged a $10 monthly licensing fee.

6. The above amounts do not include GST and any other applicable taxes which are extra.

18.2 All payments are considered due on the date of the invoice produced by RDS. The payment is due without by the time and date indicated on the invoice, which may be at a date and time other than when the amount became due. Any amounts outstanding after such payment date will be subject to interest at a rate of 1.5% per month compounded monthly. Interest will be charged, calculated and be payable from the date the payment became due, irrespective of when the amount was payable.

18.3 The Subscriber agrees to pay, in addition to any amounts due as per this agreement, any and all reasonable costs incurred by RDS or any of its agents in order to collect, establish or enforce any and all outstanding amounts and interest. What is a reasonable cost will be at the sole discretion of RDS or its agents and will not be subject to challenge or review in any manner.

18.4 RDS reserves the right to change any rates or add additional charges at its sole discretion. RDS will provide notice of such changes to the Subscriber. Any further use of the services provided by RDS after the date of such notice will constitute and be conclusive of the Subscriber’s consent to be bound by such changes.

18.5 The service may at its sole discretion, but is not under an obligation, suspended or terminated the services and delete any and all data stored on RDS servers by the Subscriber, for non-payment by the amount payable date. RDS is not responsible for any losses or damages or liability suffered or incurred by the Subscriber or any third party that may result from the suspension or cancelation of the service.

18.6 in the event that a payment if returned the subscriber agrees to pay a re-activation fee of $25 and a $25 returned payment fee.

18.7 All costs incurred by RDS, its agents, affiliates and subsidiaries, associated with disputed credit card charges, including but not limited to fees assessed by RDS’s banking institutions for processing such disputes will be the responsibility of the Subscriber, unless the charge is found to be unreasonably have been made by RDS, whether ultimately founded or unfounded.

18.8 In the event it is necessary to refer the subscriber’s account to a collection agency in Canada or in the United States or in the subscriber’s country of origin, a collection fee will be applied to your account y such agency for their services. This fee is in addition to the amount being collected as the outstanding balance on your account and is payable in full. Failure to pay an outstanding balance may be reported to any and all credit reporting agencies according to the laws governing such action within Canada, the United States or the subscriber’s home country. Any and all expenses incurred associated with the collections process will be passed on to you as part of the outstanding debt provided, including but not limited to, the cost of long distance phone calls, fax charges, court appearances, and attorney fees as it relates to the collecting of the subscriber’s account.

19 – HEADINGS

19.1 The headings in this agreement are for convenience of reference only and do not form part of the terms and conditions, and no construction or inference shall be derived from them.

20 – ENTIRE AGREEMENT

20.1 The terms and conditions set forth above constitute the entire agreement between the parties relating to the relationship between RDS and the Subscriber, and supersede any prior understandings or agreements, whether oral or written.

20.2 this agreement may not be modified, amended, added to or in any other manner replaced or superseded without direct reference to this agreement by date of execution and in writing, other than expressly allowed and contemplated in this agreement.

21 – NO RELIANCE

21.1 The subscriber states, warrants and agrees that it has not relied on any representation, whether oral or written, that is not contained in this agreement. No such representation shall be binding or influence the interpretation of this agreement or any provisions contained therein.

22- GOVERNING LAW

22.1 This Agreement will be governed by the laws of the Province of British Columbia, without regard to its conflict of laws rules. The provisions of the U.N. Convention on Contracts for the International Sale of Goods and any successor treaties will not apply.

22.2 The Subscriber consent to the venue and exclusive jurisdiction of the state and federal courts located in Vancouver, British Columbia, Canada, with regard to any claim arising out of or under or otherwise occurring by reason of this Agreement or the subscriber’s use of the Service or the subscriber’s Account.

22.3 The Subscriber will commence any claim or cause of action arising under or otherwise occurring by reason of this Agreement within one (1) year after the claim or cause of action arises, whether or not such cause of action was known to the subscriber, discovered by the subscriber or discoverable by the subscriber or any third party. Failure to do so results in such claim or cause of action is forever barred.

23 – MISCELLANEOUS

23.1 the parties and their representatives signing this agreement hereby acknowledge and warrant and represent that the representative signing this agreement is duly authorized to enter into such agreement on behalf of the parties to this agreement. The parties also acknowledge, warrant and represent that any and all measures necessary to give force and effect to this agreement have been done.

23.2 This Agreement shall not be binding upon RDS unless and until accepted by an officer of REMOTE BACKUP SERVICES. In the event of Non Approval, the sole liability of REMOTE BACKUP SERVICES shall be to refund to the subscriber any amounts that have been paid by the Subscriber as part of this Agreement.

23.3 The parties to this agreement agree that this agreement was negotiated fairly between them at arm’s length and that the final terms of this agreement are the product of the parties’ negotiations. Each party warrants and represents that it has sought and received legal counsel of its own choosing with regards to the contents of this agreement and the rights and obligations affected thereby. The parties agree that this agreement shall be deemed to have been jointly and equally drafted by them , and that the provisions of this agreement therefore should not be constructed against a party or parties on the grounds that the party or parties was more responsible for darting the provisions.