VeriSign® Certificate Center for Enterprise Agreement

THIS VERISIGN CERTIFICATE CENTER FOR ENTERPRISE 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 SERVICE. BY CLICKING "ACCEPT" OR BY USING THE SERVICE, 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. BY CLICKING "DECLINE", YOU INDICATE THAT YOU DO NOT AGREE TO THESE TERMS, AND WILL NOT USE THE SERVICE.

ALL REFERENCES TO "VERISIGN" IN THIS AGREEMENT SHALL MEAN VERISIGN, INC. UNLESS YOU (ON BEHALF OF YOUR ORGANIZATION) ARE LOCATED OUTSIDE THE UNITED STATES, IN WHICH CASE ALL REFERENCES TO "VERISIGN" HEREIN SHALL MEAN VERISIGN SÁRL.

1. DEFINITIONS.

"Certificate" means a message that, at least, states a name or identifies the issuing certificate authority, identifies the Subscriber, contains the Subscriber´s public key, identifies the Certificate´s operational period, contains a Certificate serial number, and contains a digital signature of the issuing certificate authority.

"Certificate Application" means a request to VeriSign for the issuance of a Certificate.

"Certification Practice Statement" or "CPS" means a document, as revised from time to time, representing a statement of the practices a certificate authority employs in issuing Certificates. VeriSign´s CPS is published at http://www.verisign.com/repository/cps.

"Compromise" shall mean a loss, theft, disclosure, modification, unauthorized use, or other compromise of the security of a private key.

"Confidential Information" means material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other party that may not be accessible or known to the general public, provided that such information is clearly marked as Confidential Information at the time of disclosure. Confidential Information shall include, but not be limited to, the terms of this Agreement, and any information which concerns technical details of operation of any of VeriSign´s services offered or provided hereunder.

"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).

"Portal" shall mean the secure Web pages operated by VeriSign wherein you may establish an account and purchase Units and redeem for Services.

"NetSure Protection Plan" shall mean the extended warranty program offered by VeriSign.

"Repository" shall mean the collection of documents located at the link for the repository which may be accessed from the homepage of the Portal.

"Services" means the Portal, and the Certificate services listed therein which VeriSign makes available for purchase through the Portal.

"Subscriber" means a person, organization or entity who is the owner of or has the right to the device that is the subject of, and has been issued, a Certificate, and is capable of using, and is authorized to use, the private key that corresponds to the public key listed in the Certificate at issue.

"Subscriber Agreement" is the agreement executed between Subscriber and VeriSign relating to the provision of designated Certificate-related services that governs the Subscriber’s rights and obligations related to the Certificate.

2. YOUR OBLIGATIONS

(a) Authorized Users.

Upon registration, your account will be secured through a unique user name and password. You shall take all necessary measures to protect the confidentiality of your user name and password. You may appoint one or more of your employees to access your account so long as they abide by the terms of this Agreement.

(b) Terms Governing Use of Certificate and/or Secured Seal.

Upon enrollment for Certificate(s), you agree to abide at all times with the terms and conditions of the applicable Subscriber Agreement and, if you choose to post the VeriSign Secured Seal, the VeriSign Secured Seal License Agreement, both of which are published in the Repository.

(c) Service Providers.

If you use the Service to purchase Certificates on behalf of any organization other than your own, you shall require such organization to enter into an agreement with you ("Customer Agreement") prior to submitting a Certificate Application on their behalf. Each Customer Agreement shall, at a minimum (a) designate you as the entity responsible for invoicing and collecting payments from your customer; and (b) flow-down and bind your customer to the terms and conditions of the applicable Subscriber Agreements and VeriSign Secured Seal License Agreement ("Pass Through Terms"). VeriSign may modify the Subscriber Agreements and VeriSign Secured Seal License Agreement from time to time and you agree to flow-down such new terms to your new customers. You may not modify, or allow any prospective customer to modify, any provision of the Subscriber Agreements or VeriSign Secured Seal License Agreement.

(d) Revocation.

If you discover or have reason to believe that there has been a Compromise of your private key or the activation data protecting such private key, or the information within the Certificate is incorrect or has changed, or if your organizational name and/or domain name registration used to authenticate and verify your Certificate has changed, or if you become aware that your customer’s organizational information used to authenticate and verify your customer’s Certificate has changed or that your customer has materially breached its obligations under a Customer Agreement or any of the Pass Through Terms, then you shall notify VeriSign of such change or breach, and VeriSign may revoke the Certificate. VeriSign may also revoke a Certificate if you or your customer materially breaches its obligations under this Agreement or any applicable Subscriber Agreement.

(e) Certificate Restrictions.

You shall not use a Certificate (i) for or on behalf of any organization other than the Subscriber named in the Certificate Application submitted during certificate enrollment; (ii) to perform private or public key operations in connection with any domain name and/or organization name other than the one(s) submitted by you during enrollment; (iii) on more than one physical server or device at a time, unless you have selected the specific licensing option that permits the use of a Certificate on one physical device with additional Certificate licenses for each physical server that each device manages, or where replicated Certificates may otherwise reside (the "Licensed Certificate Option"). You acknowledge that the Licensed Certificate Option can result in increased security risks to your network and VeriSign expressly disclaims any liability for breaches of security that result from the distribution of a single key across multiple devices. VERISIGN CONSIDERS THE UNLICENSED USE OF A SSL CERTIFICATE ON A DEVICE THAT RESIDES ABOVE A SERVER OR SERVER FARM SOFTWARE PIRACY AND WILL PURSUE VIOLATORS TO THE FULLEST EXTENT OF THE LAW. Certificates purchased under the Licensed Certificate Option limit the amount of recovery under the NetSure Protection Plan to ten thousand US dollars (US$10,000) or the local currency equivalent thereof.

3. VERISIGN’S OBLIGATIONS

(a) VeriSign Certificate Center Enterprise Service.

Upon registration, VeriSign shall provide you access to the Portal for the purpose of purchasing Units which may be redeemed for Certificates in accordance with this Agreement.

(b) VeriSign’s Warranties.

VeriSign warrants that it has the corporate power and authority to enter into this Agreement and to fully perform its obligations herein.

4. UNIT REDEMPTION

(a) Unit Redemption Period.

You may purchase Certificate Units and VeriSign shall pre-load them into your account. However, these Units must be redeemed for Certificates within one (1) year after the date you purchase them. Any Units not issued (i.e., redeemed for Certificates) within one (1) year shall expire, shall be deemed null and void, and VeriSign shall not redeem them or refund amounts paid for them.

(b) A "Unit" refers to the volume of Certificates purchased

for example, a one-year Certificate has the value of one Unit; a two-year Certificate shall require two Units, etc. Further, if the Licensed Certificate Option described in Section 2(e) above is available with the Certificate you are purchasing and you will be utilizing this option, then each certificate license has the value of one Unit; thus, for example, a one-year Certificate that is used to secure three devices shall require three Units, and a two-year Certificate that is used to secure three devices shall require six Units, etc.

5. 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"). VeriSign Works do not include your preexisting hardware, software, or networks. 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.

6. FEES, PAYMENTS, AND TAXES

As consideration for the Services, you shall pay VeriSign the applicable fees set forth on the Portal at the time of your selection. All fees are due immediately and are non-refundable. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. The fees stated are exclusive of tax. 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 or any political subdivision thereof on the fees for any of the Services 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 or penalty 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.

7. CONFIDENTIAL INFORMATION

The parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire Confidential Information of the other party. Each party receiving Confidential Information (the "Receiving Party") agrees to maintain all such Confidential Information received from the other party (the "Disclosing Party"), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the terms of this Agreement to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is independently developed by the Receiving Party without resort to the Confidential Information; or (v) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party´s efforts to secure such a protective order or other legal remedy to prevent the disclosure.

8. PRIVACY

VeriSign will treat and process the data you provide in accordance with the VeriSign Privacy Statement, as amended from time to time and accessible from the home page of the website from which you enrolled for Services. VeriSign may place in your Certificate information that you provide in your Certificate Application. VeriSign may also (i) publish your Certificate and information about its status in the Repository; and (ii) use such information for the purposes set out in this Agreement and in the VeriSign Privacy Statement. If you are purchasing Certificates on behalf of a customer, you warrant that you have all necessary rights (including consents) to provide your customer information to VeriSign. You are aware that VeriSign will process and/or transfer the information you provide in the United States and in other jurisdictions where VeriSign maintains a presence. For further information on processing of customer data, please see our Privacy Statement.

9. INDEMNIFICATION

(a) Indemnification. Each party hereto (the "Indemnitor") agrees to, and shall, indemnify, defend and hold harmless the other party hereto (the "Indemnitee"), and 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, in connection with or related in any way to, directly or indirectly, (i) the Indemnitor’s material breach of any representation or warranty of the Indemnitor including, but not limited, to any actual or alleged breach of this Agreement or the Subscriber Agreement by a Subscriber receiving a Certificate hereunder, (ii) the gross negligence or willful misconduct of the Indemnitor, its employees, agents, or contractors in the performance of this Agreement, (iii) solely with respect to your indemnification, based on or arising out of VeriSign´s revocation of a Certificate pursuant to Section 2(d), and (iv) solely with respect to VeriSign’s indemnification, and subject to VeriSign’s rights under Section 9(b), any alleged infringement of any United States patent, copyright or trade secret by the unmodified services as delivered by VeriSign (excluding any open source components or third party specifications). The Indemnitee shall promptly notify the Indemnitor of any such claim, and the Indemnitor shall bear full responsibility for the defense of such claim (including any settlements); provided however, that: (v) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (vi) the Indemnitor shall not have any right, without the Indemnitee’s written consent, which consent shall not be unreasonably withheld, to settle any 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 acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the Indemnitee, or requires any specific performance or non-pecuniary remedy by the Indemnitee; and (vii) the Indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.

(b) VeriSign Options Related to Intellectual Property Infringement Claims. In the event of any claim, suit, or proceeding subject to Section 9(a)(iv) above, VeriSign shall have the right, at its sole option, to obtain the right to continue use of the affected services or to replace or modify the affected services so that they may be provided by VeriSign and used by you without infringement of third party United States patent, copyright or trade secret rights. If neither of the foregoing options is available to VeriSign on a commercially reasonable basis, VeriSign may terminate the applicable purchase order immediately upon written notice to you, and within thirty (30) days after such termination, pay you a termination fee equal to the prorated portion of any fees you paid in advance commensurate with the remaining portion of the service period for which such fees were paid. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN SECTIONS 9(a)(iv) AND 9(b) CONSTITUTE THE ENTIRE OBLIGATION OF VERISIGN AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE SUBJECT MATTER THEREOF.

10. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMERS

THE LIMITATION PROVIDED HEREIN WILL APPLY WITH RESPECT TO ALL DAMAGES, CLAIMS, OR OTHER LOSSES RELATING TO THE SERVICES AND ANY CERTIFICATE ISSUED HEREUNDER. VERISIGN´S TOTAL LIABILITY FOR DAMAGES SUSTAINED BY YOU FOR USE AND RELIANCE ON A SPECIFIC CERTIFICATE SHALL BE LIMITED, IN THE AGGREGATE, TO ONE HUNDRED THOUSAND DOLLARS ($100,000). THE LIABILITY LIMITATIONS PROVIDED HEREIN SHALL BE THE SAME REGARDLESS OF THE NUMBER OF DIGITAL SIGNATURES, TRANSACTIONS, OR CLAIMS RELATED TO SUCH CERTIFICATE. VERISIGN SHALL NOT BE OBLIGATED TO PAY MORE THAN THE TOTAL LIABILITY LIMITATION FOR EACH CERTIFICATE. FURTHER, NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERISIGN DOES NOT WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED HEREIN OR IN THE APPLICABLE SUBSCRIBER AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND VERISIGN DISCLAIMS ALL OTHER 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, TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 10 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM A PARTY’S NEGLIGENCE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

11. TERM AND TERMINATION

(a) Term and Termination.

This Agreement shall commence on the date you click the "ACCEPT" button and shall continue for successive one (1) year term(s), until termination pursuant to section 11 (b) below.

(b) Termination for Default.

In the event of a material breach of this Agreement (excluding any breaches for which an exclusive remedy is expressly provided), the non-breaching party may terminate this Agreement if such breach is not cured within thirty (30) days after written notice thereof.

(c) Effect of Termination.

You shall cease using the Services upon termination. Further, any termination of this Agreement shall not relieve either party of any obligations that accrued prior to the date of such termination. Sections 5, 6, 7, 8, 9, 10 and 12 shall survive the termination of this Agreement for any reason.

12. GENERAL PROVISIONS

(a) Notices.

You shall make all notices, demands or requests to VeriSign with respect to this Agreement in writing (excluding email) to the "Contact" address listed on the website from which you purchased the Services, with a copy to the General Counsel, 487 E. Middlefield Road, Mountain View, CA 94043, USA.

(b) Entire Agreement.

This Agreement (including any purchase orders issued hereunder) and any Subscriber Agreement and VeriSign Secured Seal License Agreement, where applicable, constitute the entire understanding and agreement between VeriSign and you with respect to any Certificate purchased hereunder, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto.

(c) Amendments and Waiver.

Except as provided below, any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing in the form of a non-electronic record referencing this Agreement and signed by the parties to be bound thereby, and this Agreement may not be modified or extended solely by submission of a purchase order or similar instrument referencing this Agreement.

Notwithstanding the foregoing, VeriSign may amend the terms and conditions of this Agreement at any time and in such event, you will be required to affirm your acceptance of the modified Agreement in order to continue using the Service, provided that the amended Agreement shall not apply to the Units purchased prior to such modification.

(d) 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 provision: (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.

(e) Severability.

In the event that 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.

(f) Compliance with Law, Export Requirements, and Foreign Reshipment Liability.

Each party agrees that it shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with its performance under this Agreement. Regardless of any disclosure you made to VeriSign of an ultimate destination of any data acquired from VeriSign and, notwithstanding anything contained in this Agreement to the contrary, you will not modify, export, or re-export, either directly or indirectly, any technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or agencies thereof or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export. VeriSign shall have the right to suspend performance of any of its obligations under this Agreement, without any prior notice being required and without any liability to you, if you fail to comply with this provision.

(g) Assignment.

Neither party may assign or transfer this Agreement or any obligation hereunder without the prior written approval of the other party, except that VeriSign may assign or subcontract its obligations under this Agreement to an entity which directly or indirectly controls, is controlled by, or is under common control with VeriSign, Inc. Any assignment in violation of this subsection (g) shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties.

(h) Independent Contractors.

The parties to this Agreement are independent contractors. Neither party is an agent, representative, joint venturer, or partner of the other party. Neither party shall have any right, power or authority to enter into any Agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. Each party shall bear its own costs and expenses in performing this Agreement.

(i) Governing Law.

The parties agree that this Agreement, and any disputes arising out of or related to this Agreement, shall be governed by, construed, and enforced in all respects in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of laws rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. For all disputes arising out of or related to this Agreement, the parties submit to the exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division. If there is no jurisdiction in the United States District Court for the Eastern District of Virginia, Alexandria Division, then jurisdiction shall be in the state courts of Fairfax County, Fairfax, Virginia.

(j) Order of Precedence.

In the event of a conflict in terms in regard to a purchase of a Certificate hereunder, the order of precedence shall be as follows: (1) this Agreement; (2) the applicable Subscriber Agreement; (3) the VeriSign Secured Seal Agreement; (4) the applicable purchase order submitted hereunder, if any.

(k) English Version.

If this Agreement is translated in any language other than the English language, and in the event of a conflict between the English language version and the translated version, the English language version shall prevail in all respects.

VeriSign Certificate Center for Enterprise Agreement version 1.0