BY CLICKING "ACCEPT" BELOW OR BY ACCEPTING OR USING A CERTIFICATE, YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THE TERMS OF THIS AGREEMENT. BY CLICKING "DECLINE" BELOW, YOU INDICATE THAT YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND WILL NOT BE A VERISIGN SUBSCRIBER.

IF YOU ARE THE AUTHORIZED REPRESENTATIVE, AN AGENT ACTING AS A CERTIFICATE APPLICANT ON BEHALF OF an organization, OR PRINCIPLE, AND YOU HAVE SUBMITTED the CERTIFICATE APPLICATION, YOU WARRANT AS SET FORTH IN SECTION 8.2. 

1.  Definitions.

“Basic Assurance Level Certificate” shall mean a Certificate intended for environments where the risks and consequences of data compromise are not considered by the Subscriber to be of major significance.  This may include access to private information where the likelihood of malicious access is not high.

“Certificate Signing Request” or “CSR” shall mean a Public-Key Cryptography Standards based message conveying a request to have a Certificate issued.

“Certification Authority” (“CA”) shall mean VeriSign, an RA or any other VeriSign-authorized entity authorized to issue, manage, revoke, and renew Certificates in the VTN.

“Certificate” is a digitally signed message that contains either an organization’s public key or an individual’s public key and associates it with information authenticated by VeriSign or a VeriSign-authorized entity. The Certificate provided under this Agreement is issued within the VTN by VeriSign as described in the CPS.

“Certificate Applicant” is an individual or organization that requests the issuance of a Certificate by a CA.

“Certificate Application” is a request from a Certificate Applicant (or authorized agent of the Certificate Applicant) to a CA for the issuance of a Certificate as set forth in Section 2 below.

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

“Certificate Policy Requirements Document” or “CPRD” shall mean the policy document prepared by the Mortgage Bankers Association - Secure Identity Services Accreditation Corporation’s (SISAC) intended to facilitate interoperability and the use of digital certificates within the mortgage industry.

“Derivative Work” shall have the meaning set forth in Section 9.

“Medium Assurance Level Certificate” shall mean a Certificate intended for environments where risks and consequences of data compromise are moderate.  This may include transactions having substantial monetary value or risk of fraud, or involving access to private information where the likelihood of malicious access is substantial.

“VeriSign Mortgage Industry Medium Assurance Individual Certificate with Organizational Affiliation” shall mean a Medium Assurance Level Certificate or Basic Assurance Level Certificate issued to individual Subscribers that provides assurance of the identity of the Subscriber based on a confirmation that the Subscriber does exist.  These Certificates are appropriate for digital signatures, encryption, and access control for transactions where proof of identity of the individual is necessary.

“VeriSign Mortgage Industry Medium Assurance Organizational Certificate” shall mean a Medium Assurance Level Certificate issued to a legally recognized organization. These Certificates are appropriate for server and application authentication, digital signatures, encryption, and (when communicating with other servers) client authentication.

“Netsure Protection Plan” shall mean the extended warranty program offered by VeriSign, as detailed in the Repository.

“Organizational Contact” shall mean the person listed on the Certificate Application who is authorized to approve the Certificate on behalf of the organization.

“PKCS #10” shall mean the Public-Key Cryptography Standards describing a CSR syntax for a request for certification of a public key and associated name and attributes.

“Registration Authority” (“RA”) shall mean an individual and/or entity approved by a CA to perform Authentication, assist Subscribers in applying for Certificates, and to approve or reject Certificate Applications, revoke Certificates, or renew Certificates.

“Relying Party” shall mean an individual or organization that acts in reliance on a Certificate and/or a digital signature.

“Relying Party Agreement” shall mean an agreement used by a Certification Authority that sets forth the terms and conditions under which an individual or organization acts as a Relying Party, such as the VeriSign Relying Party Agreements published in the Repository.

“Repository” shall mean the collection of documents located at http://www.verisign.com/repository

“Secure Sockets Layer” (“SSL”) shall mean an industry-standard method for protecting Web communications developed by Netscape Communications Corporation.  The SSL security protocol provides data encryption, server authentication, message integrity, and optional client authentication for a Transmission Control/Internet Protocol connection.

“Server” shall mean a computer or device on a network that manages network resources, including but not limited to an application server.

“Subject” is the holder of a private key corresponding to a public key.  A Subject is assigned an unambiguous name, which is bound to the public key contained in the Subject’s Certificate.

"Subscriber" is an organization or individual that owns or has control over the equipment (including Web browser) or Server that is the Subject of, and that has been issued a Certificate and is authorized to use, the private key that corresponds to the public key listed in the Certificate.

“Technical Contact” shall mean the person listed on the Certificate Application who is responsible for installing the Certificate on behalf of the organization.

“Transport Layer Security” or “TLS” shall mean an industry-standard protocol intended to secure and authenticate communications across a public network. TLS is designed as a successor to SSL and uses the same cryptographic methods but supports more cryptographic algorithms.

“VeriSign Trust Network Certificate Policy and Certification Practice Statement for the Mortgage Banking PKI Service” or “CPS” as amended from time to time, which may be accessed from the Repository shall mean the policy and practices document describing VeriSign’s compliance with the CPRD.

“VeriSign Intellectual Property Rights” shall have the meaning set forth in Section 10.

“VeriSign Trust Network^SM” (“VTN”) shall mean the VeriSign Trust Network that is a global public key infrastructure that provides Certificates for both wired and wireless applications.

2.  Certificate Application. This Section sets forth the terms and conditions regarding your Certificate Application and, if VeriSign and/or the RA (as applicable) accepts your Certificate Application, the terms and conditions regarding your use of the Certificate to be issued by VeriSign to you as the Subscriber of that Certificate.

2.1. VeriSign Mortgage Industry Organizational Certificates Only.  If you are purchasing a VeriSign Mortgage Industry Medium Assurance Organizational Certificate, you agree to complete a Web based enrollment form that shall include: (i) the organization’s legal name and address; (ii) the Organizational Contact information; (iii) the Technical Contact information; (iv) the billing contact information; and (v) a standard PKCS#10 CSR of the Server.

2.2. VeriSign Mortgage Industry Individual Certificates with Organizational Affiliation Only. If you are purchasing a VeriSign Mortgage Industry Medium Assurance Individual Certificate with Organizational Affiliation, you agree to complete a Web based enrollment form which includes:  (i) the organization legal name and address; (ii) the Subscriber information; (iii) the Organizational Contact information; and (iv) a browser generated CSR. In addition, the Certificate Applicant agrees to send, via the United States Postal Service:  (i) an authorization form (provided by VeriSign at enrollment) with notarized proof of identity signed in the presence of a Notary Public after presenting two (2) forms of identification, including a government-issued photo identification.  Photocopies of the identification must be mailed to VeriSign together with the notarized proof of identity at the VeriSign address set forth in the enrollment.

3.  Processing the Certificate Application. Upon VeriSign’s receipt of the necessary payment and upon completion of the Certificate Application procedures required for the Certificate you have purchased, VeriSign will process your Certificate Application, and VeriSign will notify you whether your Certificate Application is approved or rejected.  If your Certificate Application is approved, VeriSign will issue you a Certificate for your use in accordance with this Subscriber Agreement.  After you pick up or otherwise install your Certificate, you must review the information in it before using it and promptly notify VeriSign of any errors. Upon receipt of such notice, VeriSign may revoke your Certificate and issue you a corrected Certificate.

4.  Use Restrictions. You are prohibited from using your Certificate (i) for or on behalf of any other organization; (ii) to perform private or public key operations in connection with any organization name other than the submitted by you on your Certificate Application; (iii) on more than one physical Server at a time; (iv) for use in conjunction with Web servers for secure Internet sessions based on the SSL and/or TLS protocols; or (v) for use as control equipment in hazardous circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, or weapons control systems, where failure could lead directly to death, personal injury, or severe environmental damage.

5.  Revocation. If you discover or have reason to believe 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 has changed, you must immediately notify VeriSign and request revocation of the Certificate and you must notify any person that may reasonably be expected by you to rely on or to provide services in support of the Certificate or a digital signature verifiable with reference to the Certificate. VeriSign retains the right to revoke your Certificate if, within forty-five (45) days of receiving an invoice from VeriSign, you do not pay the invoice.  VeriSign also retains the right to revoke your Certificate if you have failed to perform any other material obligations under the terms of this Subscriber Agreement or if, in VeriSign’s sole discretion, VeriSign determines that you have or may have compromised the security or integrity of the VTN.

 
6. Obligations Upon Revocation or Expiration. Upon expiration or notice of revocation of your Certificate, you shall permanently remove your Certificate from the Server on which it is installed and shall not use it for any purpose thereafter.

7.  Representations and Warranties.

7.1 VeriSign Representations and Warranties. VeriSign represents and warrants to you that (i) there are no errors introduced by VeriSign in your Certificate information as a result of VeriSign’s failure to use reasonable care in creating the Certificate; (ii) your Certificate complies in all material respects with the CPS; and (iii) VeriSign’s revocation services and use of the Repository conform to the CPS in all material aspects.

7.2  Your Representations and Warranties.  You represent and warrant to VeriSign and anyone who relies on your Certificate that (i) all the information you provide and all the representations you make to VeriSign in your Certificate Application are accurate; (ii) no Certificate information you provided (including your e-mail address if applicable) infringes the intellectual property rights of any third parties; (iii) the Certificate Application information you provided (including your email address if applicable) has not been and will not be used for any unlawful purpose; (iv) you have been (since the time of its creation) and will remain the only person possessing your private key and no unauthorized person has had or will have access to your private key; (v) you have been (since the time of its creation) and will remain the only person possessing any challenge phrase, PIN, software, or hardware mechanism protecting your private key and no unauthorized person has had or will have access to the same; (vi) you will use your Certificate exclusively for authorized and legal purposes consistent with this Subscriber Agreement; (vii) you will use your Certificate as a Subscriber and not as a Certification Authority issuing Certificates, certification revocation lists, or otherwise; (viii) each digital signature created using your private key is your digital signature, and the Certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; and (ix) you will not monitor, interfere with, or reverse engineer (save to the extent that you can not be prohibited from so doing under applicable law) the technical implementation of the VTN, except with the prior written approval from VeriSign, and shall not otherwise intentionally compromise the security of the VTN. You further represent and warrant that you have sufficient information to make an informed decision as to the extent to which you choose to rely on the information in a digital certificate issued within the VTN, that you are solely responsible for deciding whether or not to rely on such information, and that you shall bear the legal consequences of your failure to perform any obligations you might have as a Relying Party under the applicable Relying Party Agreement.

8. Fees, Payments and Term of Service.  As consideration for the Certificate and associated services you have purchased, you agree to pay VeriSign the applicable service(s) fees set forth on our Web site at the time of your selection, or, if applicable, upon receipt of your invoice from VeriSign. All fees are due immediately and are non-refundable, except as otherwise expressly noted below in this Subscriber Agreement.  Any renewal of your services with VeriSign is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal.  VeriSign will provide you notice prior to the renewal of your services at least thirty (30) days in advance of the renewal date.  You are solely responsible for the credit card information you provide to VeriSign and must promptly inform VeriSign of any changes thereto (e.g., change of expiration date or account number).  In addition, you are solely responsible for ensuring the services are renewed.  VeriSign shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services.  You agree to pay all value added, sales and other taxes (other than taxes based on VeriSign’s income) related to VeriSign services or payments made by you hereunder.  Set up fees, if any, will become payable on the applicable effective date for the applicable VeriSign services. 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. 

9. Ownership.  Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the VeriSign services identified herein (“VeriSign Intellectual Property Rights”) are owned by VeriSign or its licensors, and you agree to make no claim of interest in or ownership of any such VeriSign Intellectual Property Rights.  You acknowledge that no title to the VeriSign Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the VeriSign or its licensors’ service, other than the rights expressly granted in this Subscriber Agreement.  To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by VeriSign and all right, title and interest in and to each such Derivative Work shall automatically vest in VeriSign.  VeriSign shall have no obligation to grant you any right in any such Derivative Work.  You may not reverse engineer, disassemble or decompile the VeriSign Intellectual Property or make any attempt to obtain source code to the VeriSign Intellectual Property.  You have the right to use the Certificate under the terms and conditions of this Subscriber Agreement.

10.  Modifications to Subscriber Agreement. Except as otherwise provided in this Subscriber Agreement, you agree, during the term of this Subscriber Agreement, that VeriSign may: (i) revise the terms and conditions of this Subscriber Agreement; and/or (ii) change part of the services provided under this Subscriber Agreement at any time. Any such revision or change will be binding and effective thirty (30) days after posting of the revised Subscriber Agreement or change to the service(s) on VeriSign's Web sites, or upon notification to you by e-mail.  You agree to periodically review VeriSign’s Web sites, including the current version of this Subscriber Agreement available on VeriSign’s Web sites, to be aware of any such revisions. If you do not agree with any revision to the Subscriber Agreement, you may terminate this Subscriber Agreement at any time by providing VeriSign with notice.  Notice of your termination will be effective on receipt and processing by VeriSign. Any fees paid by you if you terminate this Subscriber Agreement are nonrefundable.  By continuing to use VeriSign services after any revision to this Subscriber Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. VeriSign is not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for VeriSign’s services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of VeriSign is authorized to alter or amend the terms and conditions of this Subscriber Agreement.

11.  Privacy.  You agree that VeriSign may place in your Certificate certain information that you provide for inclusion in your Certificate.  You also agree that (a) VeriSign may publish your Certificate and information about its status in VeriSign’s Repository of Certificate information and make this information available to other repositories and (b) VeriSign may use such information for the purposes set out in this Subscriber Agreement and in the VeriSign Privacy Statement, which can be found in the Repository.

12.  Refund Policy.  If you paid for the Certificate and you are not completely satisfied with the Certificate issued to you for any reason, you may request that VeriSign revoke the Certificate within thirty (30) days of issuance and provide you with a refund. Following the initial 30 day period, you may request that VeriSign revoke the Certificate and provide a refund only if VeriSign has breached a warranty or other material obligation under either this Subscriber Agreement if it is proven or the NetSure Protection Plan (if applicable) relating to you or your Certificate. After VeriSign revokes your Certificate, VeriSign will promptly credit your credit card account (if the certificate was paid for via credit card) or otherwise reimburse you via check, for the full amount of the applicable fees paid for the Certificate.  For more information on our refund policy, refer to the Repository.

13.  Disclaimers of Warranties.  YOU AGREE THAT YOUR USE OF VERISIGN’S SERVICE(S) IS SOLELY AT YOUR OWN RISK.  YOU AGREE THAT ALL SUCH SERVICES ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS, EXCEPT AS OTHERWISE NOTED IN THIS SUBSCRIBER AGREEMENT.  VERISIGN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  OTHER THAN THE WARRANTIES AS SET FORTH IN SECTION 7, VERISIGN DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES VERISIGN MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH VERISIGN’S SERVICE.  YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF VERISIGN’S SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERISIGN OR THROUGH VERISIGN’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.  TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  VERISIGN IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.

14.  Indemnity.  You agree to release, indemnify, defend and hold harmless VeriSign and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney’s fees and expenses, of third parties relating to or arising out of (i) this Subscriber Agreement or the breach of your warranties, representations and obligations under this Subscriber Agreement, (ii) falsehoods or misrepresentations of fact by you on the Certificate Application, (iii) any infringement of an intellectual property or other proprietary right of any person or entity arising from any information or content provided by you, (iv) failure to disclose a material fact on the Certificate Application if the misrepresentation or omission was made negligently or with intent to deceive any party, or (v) failure to protect the private key, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Subscriber Agreement.  When VeriSign is threatened with suit or sued by a third party, VeriSign may seek written assurances from you concerning your promise to indemnify VeriSign, your failure to provide those assurances may be considered by VeriSign to be a material breach of this Subscriber Agreement.  VeriSign shall have the right to participate in any defense by you of a third-party claim related to your use of any VeriSign services, with counsel of VeriSign’s choice at your own expense.  You shall have sole responsibility to defend VeriSign against any claim, but you must receive the prior written consent of VeriSign regarding any related settlement.  The terms of this Section 15 will survive any termination or cancellation of this Subscriber Agreement.  As a Relying Party, you further agree to release, indemnify, defend and hold harmless VeriSign and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney’s fees and expenses, of third parties relating to or arising out of (i) your failure to perform the obligations of a Relying Party as set forth in the applicable Relying Party Agreement; (ii) your reliance on a certificate that is not reasonable under the circumstances; or (iii) your failure to check the status of such certificate to determine whether the certificate is expired or revoked.

15.  Limitations of Liability.

15.1 LIMITATIONS UNDER THE NETSURE PROTECTION PLAN.  THIS SECTION 15.1 APPLIES TO VERISIGN MORTGAGE INDUSTRY MEDIUM ASSURANCE ORGANIZATIONAL CERTIFICATES ONLY.  THE MOST THAT VERISIGN MUST PAY SUBSCRIBER UNDER THE NETSURE PROTECTION PLAN IS THE AMOUNT DETERMINED UNDER THE NETSURE PROTECTION PLAN.  THE LIMITATIONS ON DAMAGES AND PAYMENTS IN THIS SECTION 15.1 DO NOT APPLY TO REFUND PAYMENTS.

15.2 OTHER LIMITATIONS. This SECTION 15.2 applies to liability under contract (including breach of warranty), tort (including negligence and/or strict liability), and any other legal or equitable form of claim.  IF YOU INITIATE ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING SEPARATE FROM A REQUEST FOR PAYMENT UNDER THE NETSURE PROTECTION PLAN RELATING TO SERVICES PROVIDED UNDER THIS SUBSCRIBER AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERISIGN SHALL NOT BE LIABLE FOR (A) ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS, OR (B) ANY INDIRECT OR CONSEQUENTIAL LOSS. VERISIGN’S TOTAL LIABILITY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A CERTIFICATE SHALL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT SET FORTH IN THE NETSURE PROTECTION PLAN.

The LIABILITY limitationS provided in THIS Section 15.2 shall be the same regardless of the number of digital signatures, transactions, or claims related to such certificate. subject to the NETSURE PROTECTION PLAN, VeriSign SHALL NOT be obligated to pay more than the total liability LIMITATION for each certificate.  THIS SECTION 15.2 DOES NOT LIMIT REFUND PAYMENTS OR PAYMENTS UNDER THE NETSURE PROTECTION PLAN. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. SUBJECT TO THE LIMITATIONS SET OUT IN THIS SECTION 15.2 ABOVE, IN NO EVENT SHALL VERISIGN'S LIABILITY TO ANY SUBSCRIBER IN CONNECTION WITH A CERTIFICATE EXCEED, IN THE AGGREGATE, ONE HUNDRED THOUSAND U.S. DOLLARS (US $100,000.00) OR THE LOCAL CURRENCY EQUIVALENT THEREOF.

16.  Force Majeure.  Except for payment and indemnity obligations hereunder, 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 due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, terrorist action, labor strike, lockout, boycott or other matter outside its reasonable control, provided that the party relying upon this Section shall (i) have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) take all reasonable steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in aggregate, the other party may immediately terminate this Subscriber Agreement.

17.  Export. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including your Certificate, to any country in violation of the laws and regulations of any applicable jurisdiction.  This restriction expressly includes, but is not limited to, the export regulations of the United States of America (the “United States”). Specifically, you shall not download or otherwise export or re-export any Certificate into or to (i) a national or resident of) Cuba, Iran, Iraq, Libya, Sudan, North Korea, or Syria or any other country where such use is prohibited under United States export regulations, or (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. 

18. Severability. You agree that the terms of this Subscriber Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Subscriber Agreement; this Subscriber Agreement will be deemed amended to the extent necessary to make this Subscriber Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.

19. Governing Law.   You and VeriSign agree that any disputes related to the services provided under this Subscriber Agreement shall be governed in all respects by and construed in accordance with the laws of the State of California, United States of America, excluding its conflict of laws rules.

20.  Dispute Resolution.  To the extent permitted by law, before you may invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Subscriber Agreement, you shall notify VeriSign, and any other party to the dispute for the purpose of seeking dispute 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 to enforce any provision of this Subscriber Agreement or arising in connection with this Agreement shall be brought in the United States District Court for the Northern District of California or the Superior or Municipal Court in and for the County of Santa Clara, California, U.S.A.  The parties agree that such courts shall have exclusive in personam jurisdiction and venue 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 Subscriber 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 Subscriber Agreement shall be finally settled under the Rules of Conciliation and Arbitration 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 in Zurich in 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 Subscriber Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parities and the subject matter of this dispute as is necessary to protect either party’s name, proprietary information, trade secret, know-how, or, or any other intellectual property rights.

21.  NetSure Protection Plan and Limitations Period.  This Section applies to VeriSign Mortgage Industry Medium Assurance Organizational Certificates only.  These Certificates are covered by the most current version of the NetSure Protection Plan, the details of which are available in the Repository.  Under the NetSure Protection Plan, VeriSign will pay you for certain incidental or consequential damages of one or more of the limited warranties in the NetSure Protection Plan, up to the limits set forth in the NetSure Protection Plan. VeriSign is not obligated to make a payment under the NetSure Protection Plan for a breach of a warranty found in the NetSure Protection Plan unless you submit a payment request as required by the NetSure Protection Plan within one (1) year after the termination of this Subscriber Agreement (this provision shall survive termination or expiration of this Subscriber Agreement).

22.  Non-Assignment.   Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable.  Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at VeriSign’s option.

23.  Third Party Beneficiary.  The Mortgage Bankers Association and its members shall be deemed an express third party beneficiary of the indemnities and limitations of liabilities set forth in this Agreement.

24.  Notices and Communications. 

If you are a VeriSign Inc Customer, you will make all notices, demands or requests to VeriSign with respect to this Subscriber Agreement in writing to:  Attn:  General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, California, USA 94043.  References to telephone numbers above shall mean 1-650-426-3400.

 
25.  Entire Agreement.  This Subscriber Agreement, together with the VeriSign CPS, and, if you are a Web Host, your Web Host agreement with VeriSign, constitutes the entire understanding and agreement between VeriSign and you with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between VeriSign and you concerning the subject matter hereof.  Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.  Section headings are inserted for convenience of reference only and are not intended to be part of or to affect the meaning this Subscriber Agreement.  Terms and conditions in any purchase orders that are not included in this Subscriber Agreement or that conflict with this Subscriber Agreement are null and void.

VeriSign Mortgage Industry Certificate Subscriber Agreement Version 1.1