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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 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 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 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 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. 4.2 5.19.03]
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