QUICKSSL PREMIUM(tm) SUBSCRIBER AGREEMENT
Please read the
following agreement carefully. By submitting an application to obtain a QuickSSL
Premium(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 Premium(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 Premium 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 Premium 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 Premium 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 CERTIFICATE 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 respective 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 Premium 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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