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, 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 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 Authority.
"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 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 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 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 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 UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL GEOTRUST OR
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 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.
[v. 4.1 11.05.02]