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True Site Subscriber Agreement
By submitting an application to obtain a QuickSSL or 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 SITE SUBSCRIBER AGREEMENT
This GeoTrust True Site 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:
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
[v. 4.1 11.5.02]
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