| 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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