These Subscriber Agreements apply to Subscribers to
GeoTrust's True BusinessID SSL server certificates
(including certificates distributed through GeoTrust’s
Enterprise SSL service) and True Site. Please read them
carefully to determine which of these Subscriber Agreements
apply to each GeoTrust product. By submitting an application
to obtain a True BusinessID Certificate and accepting and
using such certificate and/or submitting an enrollment form
for True Site and accepting and using the services, you
indicate the acceptance of the following terms and
conditions and you agree to be bound by them.
TRUE
BUSINESSID SUBSCRIBER AGREEMENT
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. 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 True BusinessID SSL digital 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.
"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.
“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 True BusinessID Certification Practice
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 (unless Subscriber has opted to
purchase additional licenses through order forms or
enrollment pages). 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.
If you have enrolled for the Enterprise SSL service, you
agree to appoint a Certificate Administrator with authority
to submit Subscriber domain names for vetting by GeoTrust
and to approve the issuance and revocation of Certificates
for your authenticated domain names in accordance with the
applicable CPS. You may change your designated Certificate
Administrator by providing written notice to GeoTrust.
GeoTrust will provide the Certificate Administrator with a
unique member ID or URL and with a user name and password
(or client certificate) for the purpose of ordering and
approving issuance of Certificates. The Certificate
Administrator may share the unique member ID or URL with
others within your company to permit them to submit orders
for the Certificates, but will not share the user name and
password (or client certificate) necessary for approval of
issuance and revocation of Certificates. All communications
concerning the approval and revocation of Certificates to be
issued to your company will be made by and through the
designated Certificate Administrator. The Certificate
Administrator will be responsible for verifying all the
information in all Certificate orders submitted to GeoTrust
on behalf of your company, and GeoTrust shall have no
responsibility for verifying the accuracy or legitimacy of
these orders. The Certificate Administrator must notify
GeoTrust immediately in the event he or she becomes aware of
a Certificate that should be revoked for any reason.
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. Termination. 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 OR DELEGATED CERTIFICATE PROVIDER
UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL GEOTRUST
OR DELEGATED 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
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. 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.
=========================================================
TRUE SITE SUBSCRIBER AGREEMENT
This GeoTrust True Site(tm) Subscriber Agreement (this
"Agreement") is made by and between GeoTrust Inc. ("GeoTrust")
and you, an applicant, and governs your application for and
use of GeoTrust's True Site Service. 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 True Site services on the applicant's behalf,
and that both the 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 GeoTrust's True Site Service (the "Service) for
its Web site.
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. Subscriber's responsibilities under this Agreement:
(a) Subscriber agrees to pay all charges for the Service
found in the agreement(s) or order form(s) between
Subscriber and the Delegated Certificate Provider.
(b) Subscriber agrees to all additional charges for services
requested by Subscriber that may occur during the course of
business above and beyond the original agreement(s) or order
form(s) between Subscriber and GeoTrust or the Delegated
Certificate Provider.
(c) Subscriber agrees to adhere to the acceptable use
policies set forth at http://www.geotrust.com and the
Authentication Practice Statement ("APS") which is
incorporated by reference into this Agreement. The APS is
available for viewing at http://www.geotrust.com.
(d) Subscriber agrees not to use the Service in methods that
violate local, state or Federal laws within the United
States of America.
(e) Subscriber agrees to the Governing Law and Dispute
Resolution Procedures agreement set forth in this Agreement.
(f) Subscriber agrees to the Limitation of Liability,
Disclaimer of Warranties, and Indemnification provisions set
forth in this Agreement.
(g) Subscriber agrees to be bound by the laws of the
Commonwealth of Massachusetts in all legal proceedings
applicable to this Agreement.
(h) Subscriber agrees to any and all other information,
amendments, clauses, and terms found in this Agreement.
2. Responsibilities of GeoTrust under this Agreement:
(a) GeoTrust will provide the Service in accordance with
this Agreement.
(b) GeoTrust will provide Subscriber with software for use
with the Service ("Software").
(c) GeoTrust will provide technical support services by
means of questions and answers and other information posted
under 'Products and Services' at http://www.geotrust.com
3. Description of the Service: The Service provides a
dynamic icon on a page or pages of Subscriber's web site
that are intended to confirm the identity of a page by
comparing the URL of the page with the URL registered with
GeoTrust at enrollment. The Service also intends to provide
validated business card information about Subscriber.
While the Service is intended to help provide information to
viewers of Subscriber's web site that will help the viewers
detect and avoid spoofing, hijacking, hacking, and similar
misuse of Subscriber's web site pages, Subscriber
acknowledges that True Site cannot prevent spoofing,
hijacking, hacking, and similar misuse of its web site pages
and that viewers may be misled under certain circumstances
to believe that certain false pages or images are genuine
pages from Subscriber's Web site.
4. Enrollment for the Service. In order to obtain the
Service, Subscriber agrees to complete GeoTrust's enrollment
form, including Subscriber contact information, domain name,
server certificate information (if any), and URLs for each
page of the owner's web site to be served by the Service.
Subscriber warrants (1) the information it provides will be
complete and accurate, (2) Subscriber has authority to
provide the information and is not violating any privacy or
confidentiality rules, regulations, or agreements, and (3)
that GeoTrust has permission to use this information in
order to provide the Service.
During enrollment, GeoTrust will authenticate the web site
owner's identity and rights to the web site through a check
against certain public records and other information sources
according to the provisions of GeoTrust's then-current APS
as set forth at http://www.geotrust.com which may be amended
from time to time by GeoTrust. If Subscriber has also
subscribed to a GeoTrust True BusinessID SSL server
certificate or equivalent certificate, GeoTrust may rely on
the authentication steps followed for issuance of the
certificate as sufficient authentication for purposes of
providing the True Site service to Subscriber. Subscriber
agrees GeoTrust may refuse to provide the service if it is
not satisfied as to the web site owner's identity and rights
to the web site and may inform Subscriber (including Hosting
Company, as applicable) of the reasons why. Subscriber
agrees (1) GeoTrust shall not be liable for any errors in
this identity authentication process, and (2) that all
parties who view the Service as provided at the web site
pursuant to this agreement ("Relying Parties") will be bound
by the terms of the then-current True Site Relying Party
Agreement as set forth at http://www.geotrust.com.
Use of the Service requires that Subscriber provide GeoTrust
with an update from time to time of the URLs for the owner's
web site pages, and Subscriber agrees to do so during the
term of this Agreement via supplements to its enrollment
form.
Secure Subscriber communications with GeoTrust will be via
user name and password or client certificate. Subscriber
agrees to keep its password secret and/or its client
certificate secure, and GeoTrust will not be liable in the
event of any compromise or loss of secrecy of Subscriber's
password or client certificate.
5. Business or Commercial Use. Subscriber warrants that its
web site is established solely for business or commercial
use only, and not for any personal or consumer use.
6. Term and Termination: The term of this Agreement shall
begin on the date the enrollment application is submitted to
and accepted by GeoTrust and shall terminate upon the
earlier of (a) end of the one year enrollment period (b)
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 (c) receipt of notice by GeoTrust from
Subscriber of its intent to terminate this Agreement.
Subscriber may cancel the Service according to the terms of
the agreement(s) or order form(s) agreed to by Subscriber.
GeoTrust may terminate the Service (a) upon instruction by
Hosting Company, including notice by Hosting Company to
GeoTrust that the web site owner has cancelled or not paid
for the Service in accordance with the agreement(s) or order
form(s) between the web site owner and Hosting Company, or
(b) upon 30 days notice of termination by Subscriber. All
amounts due from Subscriber must be paid prior to
termination of the Service. GeoTrust shall not be obliged to
retain any information provided by Subscriber after
termination.
7. Software License and Rights: During the term of this
Agreement, GeoTrust grants Subscriber a non-transferable,
nonexclusive license to use the Software, in object code
form only, for its internal needs, and solely in conjunction
with the Services. Subscriber agrees that it will not,
directly or indirectly, copy the Software except as is
necessary to install on Subscriber's web site. Subscriber
agrees it will not (a) reverse engineer, decompile,
disassemble, modify or otherwise attempt to derive source
code from the Software; (b) sell, lease, license, transfer,
give possession of, or sublicense the Software or the
documentation to others; or (c) write or develop any
derivative or other software programs based in whole or in
part upon the Software.
8. Service Interruptions; System Damage. Subscriber agrees
that GeoTrust shall not be liable for failure or delay in
performing its obligations hereunder if such failure or
delay is due to circumstances beyond its reasonable control,
including, without limitation, acts of any governmental
body, war, insurrection, sabotage, embargo, fire, flood,
strike or other labor disturbance, interruption of or delay
in transportation, unavailability of interruption or delay
in telecommunications or third party services, failure of
third party software or inability to obtain raw materials,
supplies, or power used in or equipment needed for provision
of the Service. Subscriber understands and agrees that
occasional temporary interruptions of the Service may occur
as normal events in the provision of the Service via the
Internet. Subscriber agrees that GeoTrust shall not be
liable for any computer virus or security breach, including
computer hacking or denial of service attack, that results
in damage, destruction, alteration, or corruption of data on
systems. GeoTrust agrees to exercise reasonable care to
prevent such occurrences; however, under no circumstances
will GeoTrust be held liable for any financial or other
damages due to such interruptions. In no event shall
GeoTrust be liable to Subscriber or any other person for any
special, incidental, consequential or punitive damages of
any kind, including, without limitation, refunds of fees,
loss of profits, loss of income or cost of replacement
services.
9. Governing Law and Dispute Resolution Procedures. The
enforceability, construction, interpretation, and validity
of this Agreement and any resolution of any dispute
concerning the Service shall be governed by the substantive
laws of the Commonwealth of Massachusetts, United States of
America, excluding (i) the conflicts of law provisions
thereof and (ii) the United Nations Convention on Contracts
for the International Sale of Goods. Any dispute,
controversy or claim arising under, in connection with or
relating to this Agreement or the Service shall be subject
to and settled finally by binding arbitration in accordance
with the Arbitration Rules of the American Arbitration
Association (AAA). All arbitration proceedings shall be held
in Boston, Massachusetts, USA. There shall be one arbitrator
appointed by the AAA who shall exhibit a reasonable
familiarity with the issues involved or presented in such
dispute, controversy or claim. The award of the arbitrator
shall be binding and final upon all parties, and judgment on
the award may be entered by any court having proper
jurisdiction thereof. In any arbitration arising hereunder,
each party to the preceding shall be responsible for its own
costs incurred in connection with the arbitration
proceedings.
10. Independent Contractor. The relationship of GeoTrust and
Subscriber under this Agreement is that of independent
contractors and not partners, joint venturers, or co-owners
as participants. Neither party has authority to contract for
or bind the other.
11. 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
Site Notices, 40 Washington Street, Suite 20, Wellesley
Hills, MA 02481 USA. GeoTrust may change its address for
notice by means of posting its new address under 'Contact
Us' at http://www.geotrust.com.
12. Assignment. Subscriber may not assign this Agreement, in
whole or in part, either voluntarily or by operation of law,
and any attempt to do so shall be void and a default of this
Agreement.
13. 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.
14. Compliance With Laws and Regulations. Subscriber
acknowledges and agrees to use the Service in compliance
with all applicable laws and regulations, including without
limitation U.S. export laws and regulations. GeoTrust may
refuse to provide the Service if in the reasonable opinion
of GeoTrust such issuance or the continued use of the
Service would violate applicable laws and regulations.
15. Limitation of Liability. GeoTrust's and Delegated
Certificate Provider’s liability (including, for purposes of
this paragraph only, any of it employees, agents, or
representatives), to Subscriber (either directly or as a
third party defendant in any action or proceeding) for any
claim arising out of or relating to this Agreement or the
provision of the Service (including, without limitation
maintenance and support) shall be limited to the amount of
fees paid by Subscriber to GeoTrust or Delegated Certificate
Provider under this Agreement within one year preceding the
date Subscriber contends its claim arose. In no event shall
GeoTrust or Delegated Certificate Provider be liable for any
loss of data, loss of profits, cost of cover, or any other
special, incidental, consequential, indirect or punitive
damages, however caused and regardless of theory of
liability. This limitation will apply even if GeoTrust
and/or Delegated Certificate Provider have been advised of,
or is aware 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.
16. Disclaimer of Warranties. GeoTrust and the Delegated
Certificate Provider specifically disclaim all implied
warranties, including but not limited to, the implied
warranties of merchantability and fitness for a particular
purpose. Except as otherwise provided in this Agreement, any
written materials by GeoTrust, or information on GeoTrust's
web site, shall be for informational purposes only and,
whether delivered or disseminated before or after the date
of this Agreement, shall not create any express or implied
warranties, guaranty of performance, or contractual
obligations.
17. Indemnification. 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 Service.
18. Entire Agreement. This Agreement constitutes the
complete and exclusive statement of the agreement between
Subscriber and GeoTrust with respect to the application for,
acceptance of, and use of the true site services and
supersedes any proposal or prior agreement, oral or written,
and any other communications relating to this Agreement.
[v. 4.1 11.5.02]