TRUE BUSINESSID AND
TRUE SITE SUBSCRIBER AGREEMENTS
These Subscriber Agreements apply to Subscribers to GeoTrust's
True BusinessID SSL server certificates (including certificates distributed
through GeoTrust’s Enterprise SSL service) and True Site. Please read them carefully to determine
which of these Subscriber Agreements apply to each GeoTrust product. By submitting an application to obtain a
True BusinessID Certificate and accepting and using such certificate and/or
submitting an enrollment form for True Site and accepting and using the
services, you indicate the acceptance of the following terms and conditions and
you agree to be bound by them.
TRUE BUSINESSID 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. 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 True BusinessID SSL digital 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.
"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.
"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 True BusinessID
Certification Practice 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 (unless Subscriber has opted
to purchase additional licenses through order forms or enrollment pages). 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.
If you have enrolled for the Enterprise SSL service, you agree to appoint a Certificate Administrator with authority to submit Subscriber domain
names for vetting by GeoTrust and to approve the issuance and revocation of
Certificates for your authenticated domain names in accordance with the
applicable CPS. You may change your
designated Certificate Administrator by providing written notice to
GeoTrust. GeoTrust will provide
the Certificate Administrator with a unique member ID or URL and with a user
name and password (or client certificate) for the purpose of ordering and
approving issuance of Certificates. The
Certificate Administrator may share the unique member ID or URL with others
within your company to permit them to submit orders for the Certificates, but
will not share the user name and password (or client certificate) necessary for
approval of issuance and revocation of Certificates. All communications
concerning the approval and revocation of Certificates to be issued to your
company will be made by and through the designated Certificate
Administrator. The Certificate
Administrator will be responsible for verifying all the information in all
Certificate orders submitted to GeoTrust on behalf of your company, and
GeoTrust shall have no responsibility for verifying the accuracy or legitimacy
of these orders. The Certificate
Administrator must notify GeoTrust immediately in the event he or she becomes
aware of a Certificate that should be revoked for any reason.
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. Termination. 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 OR DELEGATED
CERTIFICATE PROVIDER UNDER THIS AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL GEOTRUST OR DELEGATED 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 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. 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.
=========================================================
TRUE SITE SUBSCRIBER AGREEMENT
This GeoTrust True Site(tm) Subscriber Agreement (this
"Agreement") is made by and between GeoTrust Inc.
("GeoTrust") and you, an applicant, and governs your application for
and use of GeoTrust's True Site Service.
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 True
Site services on the applicant's behalf, and that both the 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 GeoTrust's True Site Service (the "Service) for its Web site.
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. Subscriber's
responsibilities under this Agreement:
(a) Subscriber agrees to pay all charges for the Service found in
the agreement(s) or order form(s) between Subscriber and the Delegated
Certificate Provider.
(b) Subscriber agrees to all additional charges for services
requested by Subscriber that may occur during the course of business above and
beyond the original agreement(s) or order form(s) between Subscriber and
GeoTrust or the Delegated Certificate Provider.
(c) Subscriber agrees to adhere to the acceptable use policies set
forth at http://www.geotrust.com and the Authentication Practice Statement
("APS") which is incorporated by reference into this Agreement. The APS is available for viewing at
http://www.geotrust.com.
(d) Subscriber agrees not to use the Service in methods that
violate local, state or Federal laws within the United States of America.
(e) Subscriber agrees to the Governing Law and Dispute Resolution Procedures
agreement set forth in this Agreement.
(f) Subscriber agrees to the Limitation of Liability, Disclaimer
of Warranties, and Indemnification provisions set forth in this Agreement.
(g) Subscriber agrees to be bound by the laws of the Commonwealth
of Massachusetts in all legal proceedings applicable to this Agreement.
(h) Subscriber agrees to any and all other information,
amendments, clauses, and terms found in this Agreement.
2. Responsibilities of
GeoTrust under this Agreement:
(a) GeoTrust will provide the Service in accordance with this
Agreement.
(b) GeoTrust will provide Subscriber with software for use with
the Service ("Software").
(c) GeoTrust will provide technical support services by means of
questions and answers and other information posted under 'Products and
Services' at http://www.geotrust.com
3. Description of the
Service: The Service provides a dynamic icon on a page or pages of Subscriber's
web site that are intended to confirm the identity of a page by comparing the
URL of the page with the URL registered with GeoTrust at enrollment. The
Service also intends to provide validated business card information about
Subscriber.
While the Service is intended to help provide information to
viewers of Subscriber's web site that will help the viewers detect and avoid
spoofing, hijacking, hacking, and similar misuse of Subscriber's web site
pages, Subscriber acknowledges that True Site cannot prevent spoofing,
hijacking, hacking, and similar misuse of its web site pages and that viewers
may be misled under certain circumstances to believe that certain false pages
or images are genuine pages from Subscriber's Web site.
4. Enrollment for the
Service. In order to obtain the Service, Subscriber agrees to complete
GeoTrust's enrollment form, including Subscriber contact information, domain
name, server certificate information (if any), and URLs for each page of the
owner's web site to be served by the Service.
Subscriber warrants (1) the information it provides will be complete and
accurate, (2) Subscriber has authority to provide the information and is not
violating any privacy or confidentiality rules, regulations, or agreements, and
(3) that GeoTrust has permission to use this information in order to provide
the Service.
During enrollment, GeoTrust will authenticate the web site owner's
identity and rights to the web site through a check against certain public
records and other information sources according to the provisions of GeoTrust's
then-current APS as set forth at http://www.geotrust.com which may be amended
from time to time by GeoTrust. If Subscriber has also subscribed to a GeoTrust
True BusinessID SSL server certificate or equivalent certificate, GeoTrust may
rely on the authentication steps followed for issuance of the certificate as
sufficient authentication for purposes of providing the True Site service to
Subscriber. Subscriber agrees GeoTrust
may refuse to provide the service if it is not satisfied as to the web site
owner's identity and rights to the web site and may inform Subscriber
(including Hosting Company, as applicable) of the reasons why. Subscriber agrees (1) GeoTrust shall not be
liable for any errors in this identity authentication process, and (2) that all
parties who view the Service as provided at the web site pursuant to this
agreement ("Relying Parties") will be bound by the terms of the
then-current True Site Relying Party Agreement as set forth at
http://www.geotrust.com.
Use of the Service requires that Subscriber provide GeoTrust with
an update from time to time of the URLs for the owner's web site pages, and
Subscriber agrees to do so during the term of this Agreement via supplements to
its enrollment form.
Secure Subscriber communications with GeoTrust will be via user
name and password or client certificate.
Subscriber agrees to keep its password secret and/or its client
certificate secure, and GeoTrust will not be liable in the event of any
compromise or loss of secrecy of Subscriber's password or client certificate.
5. Business or Commercial
Use. Subscriber warrants that its web
site is established solely for business or commercial use only, and not for any
personal or consumer use.
6. Term and Termination:
The term of this Agreement shall begin on the date the enrollment application
is submitted to and accepted by GeoTrust and shall terminate upon the earlier
of (a) end of the one year enrollment period (b) 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 (c) receipt of notice by GeoTrust from Subscriber of its intent to terminate
this Agreement.
Subscriber may cancel the Service according to the terms of the
agreement(s) or order form(s) agreed to by Subscriber. GeoTrust may terminate the Service (a) upon
instruction by Hosting Company, including notice by Hosting Company to GeoTrust
that the web site owner has cancelled or not paid for the Service in accordance
with the agreement(s) or order form(s) between the web site owner and Hosting
Company, or (b) upon 30 days notice of termination by Subscriber. All amounts
due from Subscriber must be paid prior to termination of the Service. GeoTrust shall not be obliged to retain any
information provided by Subscriber after termination.
7. Software License and
Rights: During the term of this Agreement, GeoTrust grants Subscriber a
non-transferable, nonexclusive license to use the Software, in object code form
only, for its internal needs, and solely in conjunction with the Services.
Subscriber agrees that it will not, directly or indirectly, copy the Software
except as is necessary to install on Subscriber's web site. Subscriber agrees it will not (a) reverse engineer,
decompile, disassemble, modify or otherwise attempt to derive source code from
the Software; (b) sell, lease, license, transfer, give possession of, or
sublicense the Software or the documentation to others; or (c) write or develop
any derivative or other software programs based in whole or in part upon the
Software.
8. Service Interruptions;
System Damage. Subscriber agrees that
GeoTrust shall not be liable for failure or delay in performing its obligations
hereunder if such failure or delay is due to circumstances beyond its reasonable
control, including, without limitation, acts of any governmental body, war,
insurrection, sabotage, embargo, fire, flood, strike or other labor
disturbance, interruption of or delay in transportation, unavailability of
interruption or delay in telecommunications or third party services, failure of
third party software or inability to obtain raw materials, supplies, or power
used in or equipment needed for provision of the Service. Subscriber
understands and agrees that occasional temporary interruptions of the Service
may occur as normal events in the provision of the Service via the Internet.
Subscriber agrees that GeoTrust shall not be liable for any computer virus or
security breach, including computer hacking or denial of service attack, that
results in damage, destruction, alteration, or corruption of data on
systems. GeoTrust agrees to exercise
reasonable care to prevent such occurrences; however, under no circumstances
will GeoTrust be held liable for any financial or other damages due to such
interruptions. In no event shall GeoTrust be liable to Subscriber or any other
person for any special, incidental, consequential or punitive damages of any
kind, including, without limitation, refunds of fees, loss of profits, loss of
income or cost of replacement services.
9. Governing Law and
Dispute Resolution Procedures. The
enforceability, construction, interpretation, and validity of this Agreement
and any resolution of any dispute concerning the Service shall be governed by
the substantive laws of the Commonwealth of Massachusetts, United States of
America, excluding (i) the conflicts of law provisions thereof and (ii) the
United Nations Convention on Contracts for the International Sale of
Goods. Any dispute, controversy or
claim arising under, in connection with or relating to this Agreement or the
Service shall be subject to and settled finally by binding arbitration in
accordance with the Arbitration Rules of the American Arbitration Association
(AAA). All arbitration proceedings shall be held in Boston, Massachusetts, USA.
There shall be one arbitrator appointed by the AAA who shall exhibit a
reasonable familiarity with the issues involved or presented in such dispute,
controversy or claim. The award of the arbitrator shall be binding and final upon
all parties, and judgment on the award may be entered by any court having
proper jurisdiction thereof. In any arbitration arising hereunder, each party
to the preceding shall be responsible for its own costs incurred in connection
with the arbitration proceedings.
10. Independent
Contractor. The relationship of GeoTrust and Subscriber under this Agreement is
that of independent contractors and not partners, joint venturers, or co-owners
as participants. Neither party has authority to contract for or bind the other.
11. 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 Site Notices, 40 Washington Street, Suite 20, Wellesley Hills, MA
02481 USA. GeoTrust may change its
address for notice by means of posting its new address under 'Contact Us' at
http://www.geotrust.com.
12. Assignment. Subscriber
may not assign this Agreement, in whole or in part, either voluntarily or by
operation of law, and any attempt to do so shall be void and a default of this
Agreement.
13. 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.
14. Compliance With Laws and Regulations. Subscriber acknowledges and agrees to use
the Service in compliance with all applicable laws and regulations, including
without limitation U.S. export laws and regulations. GeoTrust may refuse to
provide the Service if in the reasonable opinion of GeoTrust such issuance or
the continued use of the Service would violate applicable laws and regulations.
15. Limitation of
Liability. GeoTrust's and Delegated Certificate Provider’s liability
(including, for purposes of this paragraph only, any of it employees, agents,
or representatives), to Subscriber (either directly or as a third party
defendant in any action or proceeding) for any claim arising out of or relating
to this Agreement or the provision of the Service (including, without
limitation maintenance and support) shall be limited to the amount of fees paid
by Subscriber to GeoTrust or Delegated Certificate Provider under this
Agreement within one year preceding the date Subscriber contends its claim
arose. In no event shall GeoTrust or Delegated Certificate Provider be liable
for any loss of data, loss of profits, cost of cover, or any other special,
incidental, consequential, indirect or punitive damages, however caused and
regardless of theory of liability. This limitation will apply even if GeoTrust
and/or Delegated Certificate Provider have been advised of, or is aware 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.
16. Disclaimer of
Warranties. GeoTrust and the Delegated Certificate Provider specifically
disclaim all implied warranties, including but not limited to, the implied
warranties of merchantability and fitness for a particular purpose. Except as
otherwise provided in this Agreement, any written materials by GeoTrust, or
information on GeoTrust's web site, shall be for informational purposes only
and, whether delivered or disseminated before or after the date of this
Agreement, shall not create any express or implied warranties, guaranty of
performance, or contractual obligations.
17. Indemnification.
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 Service.
18. Entire Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement between Subscriber and GeoTrust with
respect to the application for, acceptance of, and use of the true site
services and supersedes any proposal or prior agreement, oral or written, and
any other communications relating to this Agreement.
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