TRUE BUSINESSID(tm) SUBSCRIBER AGREEMENT
This GeoTrust True
BusinessID(tm) SSL 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 True
BusinessID SSL Server Certificate, including Certificates sold through
GeoTrust's Enterprise SSL service (the "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.
By submitting an
enrollment form for a Certificate and accepting and using the Certificate, you
indicate the acceptance of the following terms and conditions and you agree to
be bound by them.
1. Definitions.
"Certificate
Administrator" means an individual designated by the Subscriber to submit
Subscriber domain names for vetting by GeoTrust and to approve the issuance of
Certificates for the vetted domain names on behalf of Subscriber as part of
GeoTrust's Enterprise SSL(tm) service.
"Certification Authority" means
an entity which issues Certificates and performs all of the functions associated
with issuing such Certificates.
"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.
2. Subscriber Obligations. In addition to complying with the the
True BusinessID Certification Practice Statement ("CPS") located at
http://www.geotrust.com/resources and incorporated by reference into this
Agreement, Subscriber shall comply with each of the following obligations: (a)
provide information on the enrollment form that is correct and accurate, (b)
generate a Key Pair using industry best practices; (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 enrollment form, 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 (unless Subscriber has
purchased additional licenses). Any failure of Subscriber to comply with the
obligations under this Section 2 shall be a material breach of the Agreement.
3. GeoTrust Services. Under this Agreement, GeoTrust is a
Certification Authority. GeoTrust shall only issue a Certificate upon
authenticating and validating the enrollment information of Subscriber according
to the CPS, as may be amended from time to time by GeoTrust. GeoTrust, in its
sole discretion, may refuse to issue a Certificate to Subscriber. GeoTrust
shall, consistent with this Agreement and CPS, and to the extent necessary or
applicable, (a) receive and process the enrollment form, (b) send an
acknowledgment to Subscriber of either the approval or rejection of the
enrollment form, (c) if the 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. Subscriber Information. Except as provided herein, information
regarding Subscriber that is submitted on the enrollment form will be kept
confidential by GeoTrust and GeoTrust shall not release such information without
the prior consent of the Subscriber. Notwithstanding the foregoing, GeoTrust may
make such information available to (a) courts, law enforcement agencies or other
third parties (including release in response to civil discovery) upon receipt of
a court order or subpoena or upon the advice of GeoTrust's legal counsel, (b)
law enforcement officials and others for the purpose of investigating suspected
fraud, misrepresentation, unauthorized access, or potential illegal activity by
the Subscriber as determined in the reasonable judgment of GeoTrust, or (c) to
Subscriber or others upon request submitted by the Subscriber in a form
satisfactory to GeoTrust. In addition, the foregoing confidentiality obligation
shall not apply to information appearing on Certificates, information relating
to Certificate revocation, or to information regarding Subscribers that is
already in the possession of or separately acquired by GeoTrust. 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. Termination. The term of this Agreement shall begin on
the date the enrollment form 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 enrollment form, or (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.
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.
7. Disclaimer of Warranties. Subscriber acknowledges the
inherent possibility of the compromise of 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 digital signature. 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, 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 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 MADE 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,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF SUBSCRIBER 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 enrollment
form. Subscriber shall send notices in writing to the following address:
GeoTrust True BusinessID 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. Force Majeure. In no
event shall GeoTrust 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.
13. 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 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 the Certificate and
supersedes any proposal or prior agreement, oral or written, and any other
communications relating to the Certificate.
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