QUICKSSL(tm) SUBSCRIBER AGREEMENT
Please read the following agreement carefully. By
submitting an application to obtain a QuickSSL(tm)
Certificate and accepting and using such certificate,
you indicate the acceptance of the following terms and
conditions and you agree to be bound by them.
This GeoTrust QuickSSL(tm) Web 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 QuickSSL Web Server
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.
Subscriber hereby represents that it is fully authorized
to apply for a GeoTrust QuickSSL web server certificate
for secure and authenticated electronic transactions.
The Subscriber understands that a digital certificate
serves to identify the Subscriber for the purposes of
electronic commerce, and that the management of the
private keys associated with such certificates is the
responsibility of the Subscriber and/or its contractors.
NOW, THEREFORE, in consideration of the above premises
and the mutual covenants set forth herein, and for other
good and valuable mutual consideration, the receipt and
sufficiency of which are hereby mutually acknowledged,
GeoTrust and Subscriber agree as follows:
1. Definitions. For the purposes of this Agreement, all
capitalized terms used in this Agreement shall have the
meaning ascribed to them in this Section 1 and elsewhere
in this Agreement.
"Certificate" means a record that, at a minimum (a)
identifies the Certification Authority issuing it, (b)
names or otherwise identifies its Subscriber; (c)
contains a Public Key that corresponds to a Private Key
under the control of the Subscriber, (d) identifies its
operational period, and (e) contains a Certificate
serial number and is Digitally Signed by the issuing
Certification Authority.
"Certification Authority" means an entity which issues
Certificates and performs all of the functions
associated with issuing such Certificates.
"CSR" or "Certificate Signing Request" means a text file
submitted with your enrollment form which contains the
organization name, domain name, division, country,
state, city and your Public Key and is used by GeoTrust
to generate your Certificate.
"Digital Signature" means a transformation of a message
using an asymmetric cryptosystem such that a person
having the initial message and the signer's Public Key
can accurately determine whether the transformation was
created using the Private Key that corresponds to the
signer's Public Key and whether the message has been
altered since the transformation was made.
"Digitally Signed" means the application of a Digital
Signature to electronic data.
"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.
"Subscriber" means a person or entity who (a) is the
subject named or identified in a Certificate issued to
such person or entity, (b) holds a Private Key that
corresponds to a Public Key listed in that Certificate,
and (c) the person or entity to whom Digitally Signed
messages verified by reference to such Certificate are
to be attributed.
"Trustworthy System" means computer hardware, software,
and procedures that (a) are reasonably secure from
intrusion and misuse, (b) provide a reasonable level of
availability, reliability, and correct operation, (c)
are reasonably suited to performing their intended
functions, and (d) adhere to generally accepted security
procedures.
2. Subscriber Obligations. In addition to complying with
the terms of the QuickSSL Certificate Practices
Statement ("CPS") which are incorporated by reference
into this Agreement, Subscriber shall comply with each
of the following obligations: (a) provide information on
the Certificate application that is correct and
accurate, (b) generate a Key Pair using a Trustworthy
System; (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 Certificate application, 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. Any
failure of Subscriber to comply with each of the
obligations under this Section 2 shall be a material
breach of the Agreement. Subscriber acknowledges the
inherent possibility of the compromise of Subscriber's
and/or another 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 or another
Subscriber's Digital Signature.
3. GeoTrust Services. Under this Agreement, GeoTrust is
a Certification Authority. GeoTrust shall only issue a
Certificate upon authenticating and validating the
application and enrollment information of Subscriber
according to the CPS as may be amended from time to time
by GeoTrust. The CPS is available for viewing at:
http://www.geotrust.com/resources. GeoTrust, in its sole
discretion, may refuse to issue a Certificate to any
Subscriber. GeoTrust shall, consistent with this
Agreement and CPS, and to the extent necessary or
applicable, (a) receive and process the Certificate
application, (b) send an acknowledgment to Subscriber of
either the approval or rejection of the Certificate
application, (c) if the Certificate application 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. Confidentiality. GeoTrust and Subscriber agree that
certain information contained in the enrollment form may
be confidential and proprietary information of the
disclosing party (collectively "Confidential
Information") and agree to use such Confidential
Information only in connection with its obligations
hereunder or as permitted in the CPS. These obligations
shall continue indefinitely for so long as the
Confidential Information is a trade secret under
applicable law and shall continue for two (2) years
following termination of this Agreement with respect to
Confidential Information that does not rise to the level
of a trade secret. Notwithstanding the above, Subscriber
hereby acknowledges and agrees that GeoTrust (a) may
publish certain information provided by Subscriber in
the CSR in order to establish or update a unique
business identification number profile; (b) 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 (c) may collect information regarding
the use of Certificates and disclose such information in
its aggregated form.
6. Term and Termination.
6.1 Term. The term of this Agreement shall begin on the
date the Certificate application 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 Certificate application, (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, or (e) receipt of notice by
GeoTrust from Subscriber of its intent to terminate this
Agreement.
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.
6.3 No Damages or Indemnification for Termination.
Neither party shall be liable to the other party for any
costs or damages of any kind, including direct,
indirect, incidental special, multiple, punitive,
exemplary or consequential damages, or for
indemnification of the party, solely on account of the
lawful termination of this Agreement, even if informed
of the possibility of such damages.
7. Disclaimer of Warranties. 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, UNDERTAKINGS,
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 GeoTrust or Partner 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. 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 SOUNDING 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, MULTIPLE, SPECIAL, PUNITIVE,
OR EXEMPLARY DAMAGES, EVEN IF SUCH PARTY 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 Certificate
application. Subscriber shall send notices in writing to
the following address: GeoTrust QuickSSL 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. 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, which arise 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 a certificate
and supersedes any proposal or prior agreement, oral or
written, and any other communications relating to this
Agreement.
[v. 4.2 5.19.03]
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