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This GeoTrust True BusinessID(tm) SSL Server Certificate Subscriber
Agreement (this "Agreement") is made by and between GeoTrust,
Inc. ("GeoTrust") and you, a Certificate applicant, and
governs your application for, issuance and use of a GeoTrust True
BusinessID SSL Server Certificate, including Certificates sold through
GeoTrust's Enterprise SSL service (the "Certificate"). By
accepting this Agreement, you represent that you have express authority
to apply for and accept the Agreement on behalf of either (i) the
organization named on the enrollment form ("Subscriber"), or
(ii) an internet service provider, hosting company, or GeoTrust reseller
("Partner") who has express authority from the organization to
apply for and accept the Agreement on such organization's behalf. To the
extent that Partner performs any obligations on behalf of the
organization, the term "Subscriber" shall also apply to
Partner. Both the organization and the Partner agree to be bound by the
terms of this Agreement.
By submitting an enrollment form for a Certificate and accepting and
using the Certificate, you indicate the acceptance of the following
terms and conditions and you agree to be bound by them.
1. Definitions.
"Certificate Administrator" means an individual designated by
the Subscriber to submit Subscriber domain names for vetting by GeoTrust
and to approve the issuance of Certificates for the vetted domain names
on behalf of Subscriber as part of GeoTrust's Enterprise SSL(tm)
service.
"Certification Authority" means an entity which issues
Certificates and performs all of the functions associated with issuing
such Certificates.
"Key Pair" means two mathematically related keys, having the
following properties: (a) one key can be used to encrypt a message that
can only be decrypted using the other key, and (b) even knowing one key,
it is computationally infeasible to discover the other key.
"Public Key" means the key of a Key Pair used to verify a
digital signature. The Public Key is made freely available to anyone who
will receive digitally signed messages from the holder of the Key Pair.
The Public Key is usually provided via a certificate issued by a
Certification Authority. A Public Key is used to verify the digital
signature of a message purportedly sent by the holder of the
corresponding Private Key.
"Private Key" means the key of a Key Pair used to create a
digital signature. This key must be kept private.
2. Subscriber Obligations. In addition to complying with the the
True BusinessID Certification Practice Statement ("CPS")
located at http://www.geotrust.com/resources and incorporated by
reference into this Agreement, Subscriber shall comply with each of the
following obligations: (a) provide information on the enrollment form
that is correct and accurate, (b) generate a Key Pair using industry
best practices; (c) use the Certificate exclusively for authorized and
legal Public and Private Key operations consistent with this Agreement;
(d) protect the confidentiality of the Private Key from unauthorized
use, access or disclosure; (e) use the Certificate only in conjunction
with properly licensed cryptographic software, (f) promptly request that
GeoTrust revoke the Certificate upon any change to the information on
the Certificate or the enrollment form, including, but not limited to
the change of the organization name or domain name registration of
Subscriber, (g) promptly request that GeoTrust revoke the Certificate
upon any actual or suspected loss, disclosure, or other compromise of
the Private Key, and (h) install the Certificate on no more than one
server at a time (unless Subscriber has purchased additional licenses).
Any failure of Subscriber to comply with the obligations under this
Section 2 shall be a material breach of the Agreement.
3. GeoTrust Services. Under this Agreement, GeoTrust is a
Certification Authority. GeoTrust shall only issue a Certificate upon
authenticating and validating the enrollment information of Subscriber
according to the CPS, as may be amended from time to time by GeoTrust. GeoTrust, in its sole discretion, may refuse to issue a Certificate to
Subscriber. GeoTrust shall, consistent with this Agreement and CPS, and
to the extent necessary or applicable, (a) receive and process the
enrollment form, (b) send an acknowledgment to Subscriber of either the
approval or rejection of the enrollment form, (c) if the is approved,
issue a Certificate, (d) publish the Certificate, (e) process all
requests for Certificate revocation upon the receipt of an authenticated
request from Subscriber, and (f) perform its other duties under the CPS.
GeoTrust shall have the right to revoke a Certificate upon (a) any
change to the information on the Certificate or the Certificate
application, including, but not limited to the change of the
organization name or domain name registration of Subscriber or (b) any
actual or suspected loss, disclosure, or other compromise of
Subscriber's Private Key. Upon request, GeoTrust shall use reasonable
efforts to provide to all requesting parties, including entities or
persons using or relying on a Certificate, information concerning the
status of such Certificate.
4. Fees. Subscriber shall pay to GeoTrust or Partner (as
applicable) the fees associated with the issuance of the Certificate
upon the application therefor.
5. Subscriber Information. Except as provided herein, information
regarding Subscriber that is submitted on the enrollment form will be
kept confidential by GeoTrust and GeoTrust shall not release such
information without the prior consent of the Subscriber. Notwithstanding
the foregoing, GeoTrust may make such information available to (a)
courts, law enforcement agencies or other third parties (including
release in response to civil discovery) upon receipt of a court order or
subpoena or upon the advice of GeoTrust's legal counsel, (b) law
enforcement officials and others for the purpose of investigating
suspected fraud, misrepresentation, unauthorized access, or potential
illegal activity by the Subscriber as determined in the reasonable
judgment of GeoTrust, or (c) to Subscriber or others upon request
submitted by the Subscriber in a form satisfactory to GeoTrust. In
addition, the foregoing confidentiality obligation shall not apply to
information appearing on Certificates, information relating to
Certificate revocation, or to information regarding Subscribers that is
already in the possession of or separately acquired by GeoTrust.
Notwithstanding the above, Subscriber hereby acknowledges and agrees
that GeoTrust (a) may publish or otherwise disclose the serial number
and other information contained on the Certificate in connection with
GeoTrust's dissemination of Certificate status information; and (b) may
collect information regarding the use of Certificates and disclose such
information in its aggregated form.
6. Term and Termination.
6.1. Termination. The term of this Agreement shall begin on the
date the enrollment form is submitted to GeoTrust and shall terminate
immediately upon the earlier of (a) the end of the Certificate's stated
validity period, (b) the revocation of the Certificate, (c) the
rejection of the enrollment form, or (d) thirty (30) days after receipt
of notice by Subscriber from GeoTrust regarding a breach by Subscriber
of its obligations under this Agreement which remains uncured for such
period of time.
6.2. Effect of Termination. Upon the termination of this
Agreement for any reason, GeoTrust shall revoke the Certificate. Upon
the revocation of the Certificate for any reason, Subscriber shall have
no right in and shall not use the Certificate in any manner.
Notwithstanding the foregoing, any use of the Certificate prior to the
revocation of the Certificate or termination of this Agreement shall
not be affected thereby.
7. Disclaimer of Warranties. Subscriber acknowledges the inherent
possibility of the compromise of Subscriber's Private Key, which may or
may not be detected, and the possible use of a stolen or compromised
Private Key to forge Subscriber's digital signature. GEOTRUST AND
PARTNER EXPRESSLY DISCLAIM AND MAKE NO REPRESENTATION, WARRANTY OR
COVENANT OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY
OPERATION OF LAW, WITH RESPECT TO THE SERVICES PROVIDED OR THE
CERTIFICATE ISSUED HEREUNDER, INCLUDING WITHOUT LIMITATION, ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
USE OF THE SERVICES OR CERTIFICATE, AND ALL WARRANTIES, REPRESENTATIONS,
CONDITIONS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE OR COMMON LAW,
TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE HEREBY EXCLUDED TO THE
FULLEST EXTENT PERMITTED BY LAW. GEOTRUST AND PARTNER FURTHER DISCLAIM
AND MAKE NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, TO SUBSCRIBER
OR ANY THIRD PARTY THAT (A) ANY SUBSCRIBER TO WHICH IT HAS ISSUED A
CERTIFICATE IS IN THE FACT THE PERSON, ENTITY OR ORGANIZATION IT CLAIMS
TO BE IN THE INFORMATION SUPPLIED TO GEOTRUST OR PARTNER, (B) A
SUBSCRIBER IS IN FACT THE PERSON, ENTITY OR ORGANIZATION LISTED IN A
CERTIFICATE, OR (C) THAT THE INFORMATION CONTAINED IN THE CERTIFICATES
OR IN ANY CERTIFICATE STATUS MECHANISM COMPILED, PUBLISHED OR OTHERWISE
DISSEMINATED BY GEOTRUST, OR THE RESULTS OF ANY CRYPTOGRAPHIC METHOD
IMPLEMENTED IN CONNECTION WITH THE CERTIFICATES IS ACCURATE, AUTHENTIC,
COMPLETE OR RELIABLE.
8. Disclaimer of Damages and Limitations of Liability. IN NO
EVENT SHALL THE CUMULATIVE LIABILITY OF GEOTRUST OR PARTNER TO
SUBSCRIBER OR ANY THIRD PARTY FOR ALL CLAIMS RELATED TO THE USE OF OR
RELIANCE ON A CERTIFICATE OR FOR THE SERVICES PROVIDED HEREUNDER
INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION MADE IN CONTRACT, TORT
OR STRICT LIABILITY EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO GEOTRUST OR
PARTNER UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL GEOTRUST OR
PARTNER BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN
IF SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL
AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO SUBSCRIBER BUT SHALL BE GIVEN
EFFECT TO THE FULL EXTENT PERMITTED BY LAW.
9. Indemnification. The Subscriber hereby agrees to indemnify and
hold GeoTrust and Partner and their officers, directors, employees,
agents, successors and assigns harmless from and against any and all
claims, losses, damages, judgments, costs and expenses (including
attorneys' fees) arising out of or related to Subscriber's use of the
Certificate.
10. Notices. Any notices between the parties shall be in physical
or electronic writing. The parties shall send all notices by e-mail or
first class mail, postage prepaid. Notices shall be effective upon
receipt. GeoTrust shall send notices to Subscriber at the e-mail and/or
physical address provided in the enrollment form. Subscriber shall send
notices in writing to the following address: GeoTrust True BusinessID
Notices, 40 Washington Street, Suite 20, Wellesley Hills, MA 02481 USA.
11. No Other Rights. By virtue of this Agreement, Subscriber does
not acquire any right, title or interest of any kind in or to any
trademark, trade name, service mark, logo, patent, copyright, or other
proprietary right of GeoTrust.
12. Force Majeure. In no event shall GeoTrust be liable for any
default or delay in the performance of its obligations hereunder to the
extent and while such default or delay is caused, directly or
indirectly, by electronic or communications failures fire, flood,
earthquake, elements of nature or acts of God, acts of war, terrorism,
riots, civil disorders, rebellions or revolutions in the United States,
strikes, lockouts, or labor difficulties or any other similar cause
beyond the reasonable control of GeoTrust.
13. Miscellaneous. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof will be settled by
arbitration in Boston, Massachusetts, before and in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.
The award rendered in that arbitration will be binding on the parties
hereto, and judgment upon the award can be entered by any court having
jurisdiction thereof. This Agreement shall be governed and interpreted
according to the internal laws of the Commonwealth of Massachusetts,
excluding choice of law provisions. For all disputes arising out of or
related to this Agreement not covered by the arbitration provision
above, the parties irrevocably consent to the exclusive jurisdiction of
the state and federal courts located in Boston, Massachusetts, United
States of America. No modification of this Agreement shall be binding
unless it is in writing and is signed by an authorized representative of
the party against whom enforcement is sought. Notwithstanding
termination of this Agreement, the following paragraphs shall survive,
along with all definitions required thereby: Paragraphs 1, 2, 3, 5, 6,
7, 8, 9, 10, 11, and 12. This Agreement shall not be assigned by
Subscriber without prior written consent of GeoTrust, and any attempt to
assign any rights, duties, or obligations under this Agreement without
such consent will be void. If any provision of this Agreement (or any
portion thereof) shall be held to be invalid, illegal, or unenforceable,
the validity, legality, or enforceability of the remainder of this
Agreement shall not in any way be affected or impaired thereby. GeoTrust
is not an agent, fiduciary, trustee, or other representative of
Subscriber and the relationship between GeoTrust and Subscriber is not
that of an agent and a principal. Subscriber does not have any authority
to bind GeoTrust by contract or otherwise, to any obligation. This
Agreement constitutes the complete and exclusive statement of the
agreement between the subscriber and GeoTrust with respect to the
application for, acceptance of, and use of the Certificate and
supersedes any proposal or prior agreement, oral or written, and any
other communications relating to the Certificate.
[v5.0 2.6.03]
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