Installation Agreement from VeriSign, Inc.

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VERISIGN CERTIFIED™ SEAL LICENSE AGREEMENT

THIS VERISIGN CERTIFIED SEAL LICENSE AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN VERISIGN (AS DEFINED BELOW), AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT ("YOU"). THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS APPLICABLE TO YOU IN USING THE VERISIGN CERTIFIED SEAL. BY CLICKING "ACCEPT" OR BY USING THE VERISIGN CERTIFIED SEAL, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND FULLY PERFORM YOUR OBLIGATIONS HEREUNDER, AND YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR DISPLAY THE SEAL.
ALL REFERENCES TO “VERISIGN” IN THIS AGREEMENT SHALL MEAN VERISIGN, INC. UNLESS YOU ARE LOCATED OUTSIDE THE UNITED STATES, IN WHICH CASE ALL REFERENCES TO “VERISIGN” HEREIN SHALL MEAN VERISIGN SÀRL.  
IF YOU ARE A CUSTOMER OF A RESELLER (AS DEFINED HEREIN), YOU REPRESENT AND WARRANT THAT YOUR RESELLER IS AUTHORISED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN AND, IF NECESSARY, REMOVE THE VERISIGN CERTIFIED SEAL ON YOUR BEHALF. BY AUTHORIZING YOUR RESELLER AS SUCH, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DISPLAY THE VERISIGN CERTIFIED SEAL.
IF YOU ARE A RESELLER AND ARE ACTING AS THE AUTHORISED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A VERISIGN CERTIFIED SEAL, YOU REPRESENT AND WARRANT AS SET FORTH IN SECTIONS 4.1 AND 4.2. IF YOU ARE A RESELLER AND ARE APPLYING FOR YOUR OWN VERISIGN CERTIFIED SEAL, THIS AGREEMENT APPLIES TO YOU IN ITS ENTIRETY, EXCEPT FOR SECTION 4.2.
1. Definitions. 
“Intellectual Property Rights” means any and all now known or hereafter existing rights associated with intangible property, including, but not limited to, registered and unregistered, United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).
"Repository" means the collection of documents located at the link for the repository located at http://www.verisign.com/repository/index.html. 
"Reseller" means an internet service provider, a systems integrator, a web host, a technical consultant, an application service provider, or other entity that obtains VeriSign Services for re-sale.
"Seal Installation Instructions" means the set of instructions that you receive when you download the VeriSign Certified Seal, which may be viewed on the Repository. 
"Services" means the VeriSign Certified Seal, authentication services and VeriSign Certified Seal lifecycle activities performed by VeriSign.  
"Splash Page" means a Web page generated and hosted by VeriSign that is displayed when a visitor to Your Website clicks on the VeriSign Certified Seal on Your Website. Such Web page reflects the Verified Data. 
"VeriSign Certified Seal" or "Seal" means an electronic image featuring a VeriSign mark intended for display on Your Website. The image indicates to a website visitor that VeriSign has verified your organization as the owner of or has rights to the domain name and has verified the identity of your organization (“Verified Data”); and when such visitor clicks the image, the Splash Page is displayed.  
"Your Website" means a website owned or controlled by you, or a website for which your right to use has been sufficiently proven by you to VeriSign's satisfaction, and the domain name of which you have identified in your VeriSign Certified Seal application for authentication by VeriSign.
2. License and License Restrictions. 
2.1	Upon VeriSign's receipt of enrollment information, VeriSign will process your VeriSign Certified Seal application. Upon completion of authentication procedures required for the Seal, if your application is approved, VeriSign will send you an email with a link to the Seal Installation Instructions.  You should then follow the Seal Installation Instructions to obtain the Seal. After you pick up or otherwise install your Seal, you must review the information in it and promptly notify VeriSign of any errors. Upon receipt of such notice, VeriSign may revoke your Seal and issue you a corrected Seal.  VeriSign may undertake re-authentication of Seal credentials periodically. VeriSign may require additional information from you upon re-authentication, and you may be required to reconfirm your acknowledgement and acceptance of the terms of this Agreement upon re-authentication.
2.2	Subject to the restrictions below, VeriSign grants you a nonexclusive, non-transferable, non-sublicenseable license during the term of this Agreement to download, install, and display the Seal on Your Website in accordance with the Seal Installation Instructions solely for the purpose of communicating to visitors to Your Website that VeriSign has verified your organization as the owner of or having rights to the domain name, and has verified the identity of your organization.   If the enrollment information you provided upon enrollment for the Services is incorrect or has changed, or if your organization name and/or domain name registration has changed, you must immediately notify VeriSign.
2.3  	You shall not: (i) use the Seal for or on behalf of any organization other than your own, on any website other than Your Website ,  (ii) use the Seal in the absence of the Splash Page, (iii) copy, sell, rent, lease, transfer, assign or sublicense the Seal, in whole or in part, (iv) alter or tamper with the Seal in any way, including but not limited to skewing; modifying the color, size, pattern and fonts; and separating logo elements, copyright and trademark indicators, or attempting to alter or suppress access to the Splash Page, (v) take any action that will interfere with or diminish VeriSign's rights in the  Seal or underlying products and services, (vi) use the Seal on any website secured with an SSL certificate other than a VeriSign-brand SSL certificate.  If you believe that the Seal has been copied or is being used in any way that constitutes Intellectual Property Rights infringement, you shall report it immediately at http://www.verisign.com/support/site/abuse.html. Breach of any of the restrictions above shall be considered a material breach of this Agreement.  
2.4	If you are using the flash version of the Seal, and if the volume of views on the web page of Your Website that displays the Seal exceeds 10,000 per day, then VeriSign reserves the right to require you to host the Seal in accordance with instructions VeriSign will provide to you (“self-hosting”). VeriSign will provide no less than thirty (30) days’ notice if self-hosting is required. 
3.  Term and Termination.
3.1  	Unless earlier terminated in accordance with the terms hereof, this Agreement shall continue in effect for the duration of the term you selected during enrollment for the Services. Sections 3.3, 6, and 9 through 17 shall survive termination.
3.2 	VeriSign reserves the right to terminate your Services and remove the VeriSign Certified Seal from Your Website immediately without notice, and this Agreement shall automatically terminate, if: (i) VeriSign discovers that the information that you provided during enrollment is no longer valid; (ii) you fail to perform any of your obligations hereunder; (iii) you violate any of the restrictions set forth in Section 2.3 above; or (iv) you use the Seal for any unlawful purpose.   
3.3  	Upon termination or expiry of this Agreement, you shall immediately cease displaying the Seal and you shall immediately and permanently remove the Seal from the server(s) on which it is installed and shall not use it for any purpose thereafter.  VeriSign reserves the right to remove the Seal from Your Website upon termination or expiration of this Agreement for any reason.
4. Representations and Warranties.
4.1 	You represent and warrant to VeriSign and anyone who relies on your VeriSign Certified Seal that (i) all information you provide during enrollment for the Seal is true and correct at the time of submission, and such information (including any domain name or e-mail address) does not infringe the Intellectual Property Rights of any third party; and (ii) you will use the Seal in accordance with this Agreement only.
4.2   	Further to section 4.1, Reseller represents and warrants to VeriSign and anyone who relies on the Seal that (i) Reseller has obtained the authority of its customer to enter into this Agreement on behalf of its customer and/or to bind its customer to this Agreement; (ii) Reseller shall comply with and procure its customer's compliance with this Agreement; and (iii) Reseller shall not allow any website it hosts to display a VeriSign Certified Seal unless such website is licensed to do so.
5. Fees and Payment Terms. As consideration for the VeriSign Certified Seal you have purchased, you shall pay VeriSign the applicable fees set forth on our website at the time of your selection, or, if applicable, upon receipt of an invoice from VeriSign. All fees are due immediately and are non-refundable, except as otherwise stated below.  All taxes, duties, fees and other governmental charges of any kind (including sales, services, use, and value-added taxes, but excluding taxes based on the net income of VeriSign) which are imposed by or under the authority of any government on the service fees charged herein shall be borne by you and shall not be considered a part of, a deduction from or an offset against such fees.  All payments due to VeriSign shall be made without any deduction or withholding on account of any tax, duty, charge, penalty, or otherwise except as required by law in which case the sum payable by you in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, VeriSign receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.  This section does not apply to you if you purchased your Seal from a Reseller. 
6. Proprietary Rights. You acknowledge that VeriSign and its licensors retain all Intellectual Property Rights and title in and to all of their confidential information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the services provided by VeriSign hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing, “VeriSign Works”).  The VeriSign Works do not include your pre-existing hardware, software, or networks.  Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other party’s Intellectual Property Rights, and each party shall continue to independently own and maintain its Intellectual Property Rights.
7. Modifications to VeriSign Certified Seal License Agreement. VeriSign may (i) revise the terms of this Agreement; and/or (ii) change part of the Services provided herein at any time. Any such change will be binding and effective thirty (30) days after publication of the change on VeriSign's website, or upon notification to you by e-mail. If you do not agree with the change, you shall immediately cease using and displaying the VeriSign Certified Seal. By continuing to use and display the Seal after such change, you agree to abide by and be bound thereby.
8. Privacy. You agree and consent that VeriSign may place in your VeriSign Certified Seal and Splash Page certain information that you provide during enrollment for the Seal. By placing the Seal on Your Website, you agree and consent that VeriSign may capture, use, and disclose the IP address (which does not include any personally-identifiable information) of visitors to Your Website for the purposes of (i) preparing reports about the use of the Seal that may be provided to customers, potential customers and the general public, (ii) improving the utility of the Seal or creating new services, or (iii) complying with a court order, law or requirement of any government agency. You agree and consent that VeriSign may publish your Seal on third party sites subject to VeriSign's agreements with applicable third party service providers.   For information on processing of personally-identifiable data, please see VeriSign's Privacy Statement which is accessible from VeriSign's home page.
9. Disclaimers of Warranties.  VERISIGN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION OF CUSTOMER REQUIREMENTS, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE.  
10. Indemnity.  You agree to indemnify, defend and hold harmless VeriSign, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys' fees and expenses) arising from (i) the breach of any of your warranties, representations, and obligations under this Agreement; (ii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by you. VeriSign shall promptly notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements); provided however, that (a) you keep VeriSign informed of, and consult with VeriSign in connection with the progress of such litigation or settlement; (b) you shall not have any right, without VeriSign’s written consent, which consent shall not be unreasonably withheld, to settle such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the part of VeriSign, or requires any specific performance or non-pecuniary remedy by VeriSign; and (c) VeriSign shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.
11. Limitations of Liability.  
11.1 	THIS SECTION 10 APPLIES TO LIABILTY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY); AND ANY OTHER LEGAL OR EQUITABLE FORM OF CLAIM.
11.2 	IN THE EVENT OF ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING RELATING TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERISIGN SHALL NOT BE LIABLE FOR (I) ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS, OR (II) ANY INDIRECT OR CONSEQUENTIAL LOSS.
11.3 	VERISIGN’S TOTAL LIABIILTY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A VERISIGN CERTIFIED SEAL SHALL BE LIMITED, IN THE AGGREGATE, TO FIVE THOUSAND UNITED STATES DOLLARS (US$5000) OR THE EQUIVALENT IN LOCAL CURRENCY.  
11.4 	NOTWITHSTANDING THE FOREGOING, VERISIGN’S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 11 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM VERISIGN’S NEGLIGENCE OR TO ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW (INCLUDING MANDATORY LAWS OF ANY APPLICABLE JURISDICTION).  TO THE EXTENT JURISDICTIONS DO NOT ALLOW CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12. Force Majeure. 	Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section (i) gives prompt written notice thereof; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice.
13. Severability. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
14. Governing Law. 	Any disputes related to this Agreement shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
15. Dispute Resolution. To the extent permitted by law, before you invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall notify VeriSign, and any other party to the dispute for the purpose of seeking resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:
(i) When each party to the dispute is a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All suits arising in connection with this Agreement shall be brought in the United States District Court for the Eastern District of Virginia or the state courts of Fairfax County, Virginia, U.S.A. The parties agree that such courts shall have exclusive in personam jurisdiction and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement.
(ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration and under the auspices of the International Chamber of Commerce (ICC) as modified as necessary to reflect the provisions herein by one or more arbitrators. The place of arbitration shall be Geneva, Switzerland, and the proceedings shall be conducted in English. In cases involving a single arbiter, that single arbiter shall be appointed by mutual agreement of the parties. If the parties fail to agree to an arbiter within fifteen (15) days, the ICC shall choose an arbiter knowledgeable in computer software law, information security and cryptography or otherwise having special qualifications in the field, such as a lawyer, academician or judge in common law jurisdiction. 
Nothing in this Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect either party's Intellectual Property Rights.
16. Non-Assignment. Except as stated herein, your rights under this Agreement are not assignable or transferable and any purported assignment or transfer shall be null and void. Any attempt by your creditors to obtain an interest in your rights herein, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at VeriSign's option.
17. Notices and Communications. You will make all notices, demands or requests to VeriSign with respect to this Agreement in writing to the "Contact" address listed on the website from where you obtained the VeriSign Certified Seal, with a copy to: Attn: General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, California, USA 94043.
18. Entire Agreement. This Agreement constitutes the entire understanding and agreement between VeriSign and you with respect to the transactions contemplated, and supercedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Terms and conditions in any purchase orders that are not included in or that conflict with this Agreement are null and void.
19. Compliance with Law, Export Requirements, and Foreign Reshipment Liability. Each party shall comply with all applicable federal, state and local laws and regulations in connection with its performance under this Agreement.  Without limiting the generality of the foregoing, each party agrees to comply with all export requirements (“Export Control”).  Regardless of any disclosure you make to VeriSign of an ultimate destination of Products, software, hardware, or technical data (or portions thereof) supplied by VeriSign (“VeriSign Technology”)  and, notwithstanding anything contained in this Agreement to the contrary, you will not (a) modify, export, or re-export, either directly or indirectly, any VeriSign Technology to any destination restricted or prohibited by Export Control, without first obtaining any and all necessary licenses from the government of the United States or any other country that imposes Export Control; (b) provide VeriSign Technology to any proscribed party on the United States Treasury Department’s Office of Foreign Asset Control list of “specially designated nationals and blocked persons”, the United States Commerce Department’s “denied parties list”, the United States Commerce Department’s "BIS Entity List" or such other applicable lists; or (c) export or re-export VeriSign Technology, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by Export Control. VeriSign shall have the right to suspend performance of any of its obligations under this Agreement, without prior notice being required and without any liability to you, if you fail to comply with this provision.
VeriSign Certified Seal License Agreement Version 2.0 (August 2009)

VeriSign Certified Seal Installation Agreement