TRUE
BUSINESSID(tm) 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, 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.
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