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, 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 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
"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 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 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
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 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.
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