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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.
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