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QUICKSSL(tm) SUBSCRIBER AGREEMENT |
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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, Internet
service providers, hosting companies or others ("Hosting
Companies"), represent that they have express authority from
certificate applicants to apply for, and accept the digital
certificate on the certificate applicant's behalf, and that both
the certificate applicant and the Hosting Company (collectively
referred to as the "Subscriber") have agreed to be bound by all
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.
“Delegated Certificate Provider” means an entity, which
provisions Certificates provided by the Certification Authority.
This entity will collect payment from the Subscriber and remit
the order to the Certification Authority.
"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 the Delegated Certificate
Provider the applicable fees associated with the issuance of the
Certificate upon the application therefor.
5. Confidentiality. GeoTrust and Subscriber agree the
information related to the Certificate or the use thereof 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 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 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 THE DELEGATED
CERTIFICATE PROVIDER EXPRESSLY DISCLAIMS AND MAKES 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 THE DELEGATED CERTIFICATE PROVIDER 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, (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 Delegated Certificate Provider 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 DELEGATED CERTIFICATE PROVIDER 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 UNDER THIS AGREEMENT. UNDER NO
CIRCUMSTANCES SHALL GEOTRUST OR CERTIFICATE PROVIDER 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 Delegated Certificate Provider 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. 4.1 11.05.02]
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