VeriSign^® Secure Site Seal License Agreement

YOU MUST READ THIS VERISIGN™ SECURE SITE SEAL LICENSE AGREEMENT ("SEAL LICENSE AGREEMENT") CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING A SECURE SITE SEAL (AS DEFINED HEREIN), HEREINAFTER KNOWN AS ("SEAL"). IF YOU DO NOT AGREE TO THE TERMS OF THIS SEAL LICENSE AGREEMENT, YOU SHALL NOT AND AGREE NOT TO APPLY FOR, ACCEPT, OR USE THE SEAL. BY CLICKING "I ACCEPT" OR BY ACCEPTING OR USING A SEAL, YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THE TERMS OF THIS SEAL LICENSE AGREEMENT AND THIS SITE SEAL LICENCE IS ENTERED INTO BETWEEN VERISIGN (AS FURTHER DEFINED BELOW) AND THE ORGANIZATION EXECUTING THIS SEAL LICENSE AGREEMENT ("YOU" AND "YOUR").

ALL REFERENCES TO "VERISIGN" IN THIS SEAL LICENSE AGREEMENT SHALL BE UNDERSTOOD AS REFERENCES TO: (I) VERISIGN, INC., IF YOU HAVE APPLIED FOR YOUR SEAL ON THE VERISIGN.COM WEBSITE (IN WHICH CASE, YOU ARE A "VERISIGN INC. CUSTOMER"); (II) VERISIGN SPAIN, S.L., IF YOU HAVE APPLIED FOR YOUR SEAL ON THE VERISIGN.ES WEBSITE (IN WHICH CASE YOU ARE A "VERISIGN SPAIN CUSTOMER"); AND (III) VERISIGN UK LIMITED, IF YOU HAVE APPLIED FOR YOUR SEAL ON THE VERISIGN.UK WEBSITE (IN WHICH CASE YOU ARE A "VERISIGN UK CUSTOMER"). VERISIGN UK CUSTOMERS AND VERISIGN SPAIN CUSTOMERS MAY ALSO BE REFERRED TO AS "VERISIGN INTERNATIONAL CUSTOMERS."

IF YOU ARE THE CUSTOMER OF A WEB HOST (AS DEFINED HEREIN), YOU WARRANT THAT YOUR WEB HOST IS AUTHORIZED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN, AND, IF NECESSARY, INITIATE REVOCATION OF, THE SEAL ON YOUR BEHALF. BY DISPLAYING YOUR SEAL, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS SEAL LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS SEAL LICENSE AGREEMENT, PLEASE (I) CONTACT VERISIGN IMMEDIATELY AT THE TELEPHONE NUMBER SET FORTH IN SECTION 16 BELOW AND VERISIGN WILL REVOKE THE SEAL, AND (II) DO NOT DISPLAY THE SEAL.

IF YOU ARE A WEB HOST AND ARE ACTING AS THE AUTHORIZED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A SEAL, YOU WARRANT AS SET FORTH IN SECTION 6.2. IF YOU ARE A WEB HOST AND ARE APPLYING FOR YOUR OWN SEAL, THIS SEAL LICENSE AGREEMENT APPLIES TO YOU IN ITS ENTIRETY, EXCEPT FOR SECTION 6.2.

1. Definitions

"Applicant" is an individual or organization that requests the issuance of a Seal from VeriSign; provided, however, that when a Web Host acts on behalf of its customer through the VeriSign ISP Center, such customer shall be deemed the Applicant.

"Application" is a request from an Applicant (or authorized agent of the Applicant) to VeriSign for the issuance of a Seal.

"Authenticate" or "Authentication" shall mean the actions VeriSign takes to confirm that a Subscriber organization or individual does in fact exist, that the individual or organization has authorized the Application, and that the person submitting the Application on behalf of the Subscriber is authorized to do so.

"Certificate" shall mean a Secure Site Certificate, Secure Site Pro Certificate, or Shared Hosting Security Service Certificate.

"Gold Seal" is a graphical representation that assures customers that a Web site has been Authenticated and that all transactions are secured by a Secure Site Certificate or a Secure Site Pro Certificate.

"Repository" shall mean the collection of documents located at http://www.verisign.com/repository (for VeriSign, Inc. Customers), http://www.verisign.co.uk/repository (for VeriSign UK Customers), and http://www.verisign.es/repository (for VeriSign Spain Customers).

"Secure Site Seal" or "Seal" shall mean a Gold Seal or Silver Seal.

"Secure Site Seal Installation Instructions" shall mean that set of instructions that may be viewed on the Repository and/or that Applicant receives with a Seal.

"Secure Site Certificate" or "Secure Server ID" shall mean a Class 3 organizational Certificate that supports only 40-bit SSL sessions between export-version clients and servers and strong 128-bit SSL sessions between other clients and servers.

"Secure Site Pro Certificate" or "Global Server ID" shall mean a Class 3 organizational Certificate that supports strong 128-bit SSL sessions between clients and servers, including between export-version clients and servers (consistent with applicable export laws).

"Server" shall mean a computer or device on a network that manages network resources, including but not limited to a Web, e-mail, file or application server.

"Shared Hosting Security Service" shall mean a service that combines a Shared Hosting Security Service Certificate obtained by a Web Host with the Silver Secure Site Seal that is displayed by shared Web hosting customers of the Web Host.

"Shared Hosting Security Service Certificate" shall mean a Class 3 organizational Certificate used by Web Hosts who offer shared Web hosting services to support SSL sessions between Web browsers and their shared Web hosting customers' respective Web sites

"Silver Seal" is a graphical representation that indicates that a Web site is part of the Shared Hosting Security Service and assures customers that a Web site has been Authenticated and that all transactions are secured by a Shared Hosting Security Service Certificate.

"Subscriber" is an individual or organization that has been issued a Seal, provided, however, that an entity acting as a Web Host that submits an Application on behalf its customer and manages the lifecycle processes of such customer's Seal is not the Subscriber and the Web Host's customer is the actual Subscriber and is ultimately responsible for the Subscriber obligations under the Seal License Agreement.

"VeriSign ISP Center" is the set of secure Web pages set up by VeriSign and hosted on and connected to VeriSign's web Servers wherein Web Host may enroll on behalf of its customers for VeriSign Seals and Certificates.

"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.

"Web Host" shall mean an entity hosting the Web site of another, such as an Internet Service Provider ("ISP").

2. License. Subject to the terms and conditions of this Seal License Agreement, VeriSign grants to you a nonexclusive, non-transferable, non-sublicenseable license during the term of this Seal License Agreement to: (a) in accordance with the Secure Site Seal Installation Instructions (which may be accessed from the Repository) download, install and display on your web site (i.e. on a web page owned by you with the same domain name as the domain name in your Application) a single copy of the (i) Gold Seal that was issued along with your Certificate; or (ii) Silver Seal that was issued in conjunction with your Web Host's Shared Hosting Security Service Certificate that is securing your web site; and (b) use the Seal solely for the purpose of identifying you and your web site as a VeriSign Secure Site Seal customer.

3. License Restrictions.

3.1 General Use Restrictions. You are prohibited from using your Seal (a) for or on behalf of any other organization or (b) in connection with any domain name and/or organization name other than that submitted by you in your Application.

3.2 Revocation. If your organizational name and/or domain name registration change, you must immediately notify VeriSign, and VeriSign shall revoke your Seal and terminate this Seal License Agreement. VeriSign also retains the right to revoke your right to use the Seal and terminate this Seal License Agreement immediately, if you or your Web Host has: (a) installed your Certificate and fail to perform any of your/its obligations under the applicable Subscriber agreement; (b) failed to perform your/its obligations hereunder (including but not limited to material breaches); or (c) compromised the security or integrity of the VTN.

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

3.4 Intellectual Property Use Restrictions. You shall not copy, sell, rent, lease, transfer, assign, or sublicense the Seal, in whole or in part. You shall not alter 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. You shall take no action that will interfere with or diminish VeriSign's rights in the Seal. You shall not use the Seal in any way as an endorsement, or to suggest an endorsement by VeriSign of your web site, content, products, services, or otherwise. If you believe that the Secure Site Seal has been copied in any way that constitutes copyright infringement, please contact us immediately.

4. Processing the Application. Upon VeriSign's completion of the Authentication procedures required for the Seal, VeriSign will process your Application, and VeriSign will, via email, notify the technical contact listed therein whether your Application is approved or rejected. If your Application is approved, VeriSign will issue you a Seal for use in accordance with this Seal License Agreement. After you receive your Seal, 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 Seal and issue you a corrected Seal.

5. Intellectual Property Rights. You acknowledge that VeriSign, its vendors, and/or its licensors retain all intellectual property rights ("Intellectual Property Rights") in and to the ideas, concepts, techniques, inventions, processes, or works of authorship comprising, embodied in, or practiced in connection with the Seal or other products or services provided by VeriSign hereunder. You shall not acquire any rights of any kind in the Seal, trademarks, service marks, trade names, or product names. You shall not copy, sell, rent, lease, transfer, assign, or sublicense the Seal, in whole or in part. You shall take no action that will interfere with or diminish VeriSign's rights in the Seal. You shall not use the Seal in any way as an endorsement, or to suggest an endorsement by VeriSign of your web site, content, products, services, or otherwise.

6. Representations and Warranties.

6.1 Your Warranties. You warrant to VeriSign and all that reasonably rely on the information contained in the Application and your Seal, that at the time of submission of the Application through the term of this Seal License Agreement: (a) all of the information submitted by you in the Application and the representations made by you under this Seal License Agreement are true and correct; (b) without limiting the generality of the foregoing, you represent and warrant that you are the organization and that you have the right to use the domain name listed in the Application submitted by you; (c) the information you provided in the Application (including e-mail address) does not infringe the intellectual property rights of any third parties; and (d) you will use the Seal in accordance with this Seal License Agreement only.

6.2 Web Host Representations and Warranties. Web Host represents and warrants to VeriSign and anyone who relies on its customer's Seal that: (a) it has the authority of its customer to enter into this Seal License Agreement on such customer's behalf; (b) it shall procure its customer's compliance with the terms and conditions of this Seal License Agreement; (c) any customer information it includes in the Application for a Seal shall be the exact information provided to it by such customer; (d) any of its information in the Application for a Seal is accurate and true; (e) its information in an Application (including e-mail address) does not infringe the intellectual property rights of any third parties; (f) it will use its customer's Seal in accordance with this Seal License Agreement only; and (g) it has the authority of its customer to provide customer's information to VeriSign in accordance with the VeriSign privacy policy.

6.3 VeriSign's Limited Warranties. VeriSign warrants to you that at the time it provides the Seal hereunder, VeriSign: (a) originated no material misrepresentations of fact therein; and (b) introduced no errors in the information in the Seal as a result of a failure to exercise reasonable care in creating the Seal.

7. Disclaimer of Warranties and Limitation of Liability.

7.1 DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF THE SEAL IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL SUCH SEALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS SEAL LICENSE AGREEMENT. VERISIGN EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS, CONDITIONS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW. OTHER THAN THE WARRANTIES AS SET FORTH IN SECTION 6, VERISIGN DOES NOT MAKE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION THAT THE SEAL WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES VERISIGN MAKE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SEAL OR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH VERISIGN. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERISIGN OR THROUGH VERISIGN SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON AND AGREE THAT YOU DO 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.

7.2 LIMITATION OF LIABILITY. VERISIGN DOES NOT LIMIT ITS LIABILITY FOR FRAUD OR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. SUBJECT TO THE PROVISIONS OF THIS SECTION 7.2; (A) IN NO EVENT SHALL VERISIGN'S AGGREGATE LIABILITY TO ANY AND ALL PERSONS FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES RELATING TO, IN WHOLE OR IN PART, THIS SEAL LICENSE AGREEMENT OR A SEAL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF THE: (a) TWICE THE SERVICE FEES PAID BY YOU FOR (i) THE SILVER SEAL OR (ii) A CERTIFICATE AND ITS GOLD SEAL; OR (b) ONE HUNDRED THOUSAND DOLLARS ($100,000); (B) UNDER NO CIRCUMSTANCES WHATSOEVER SHALL VERISIGN BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, DATA, REVENUE OR LOSS RESULTING FROM BUSINESS INTERRUPTION; AND (C) UNDER NO CIRCUMSTANCES WHATSOVER SHALL VERISIGN BE LIABLE FOR SPECIAL, RELIANCE OR INCIDENTAL DAMAGE, EVEN IF VERISIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnity. You shall indemnify VeriSign and its directors, officers, agents, employees, contractors, parents, affiliates, or subsidiaries (collectively, the "Indemnified Parties") and hold the Indemnified Parties harmless from and against any losses, costs, damages, expenses and fees (including attorneys' fees) incurred by the Indemnified Parties in connection with: (a) any breach by you of any warranty, term, condition or obligation under this Seal License Agreement (including but not limited to infringement of any Intellectual Property Right); or (b) your unauthorized acts or omissions related to the unauthorized use of the Seal (collectively, the "Indemnity Conditions"). Upon appropriate notice, you shall defend, at your expense, any claim brought against one or more of the Indemnified Parties based on or arising out of one or more of the Indemnity Conditions.

9. Termination. This Seal License Agreement is coterminous with the validity of the Certificate securing the Server where the Seal is displayed. The provisions of Sections 3.3, 4, 5, 7-8, 9 and 12-17 shall survive termination.

10. Modifications to Seal License Agreement. Except as otherwise provided in this Seal License Agreement, you agree, during the term of this Seal License Agreement, that VeriSign may: (a) revise the terms and conditions of this Seal License Agreement; and/or (b) change part of the services provided under this Seal License Agreement at any time. Any such revision or change will be binding and effective thirty (30) days after posting of the revised Seal License Agreement or change to the service(s) on VeriSign's Web site, or upon notification to you by e-mail. You agree to periodically review VeriSign's Web site, including the current version of this Seal License Agreement available on VeriSign's Web site, to be aware of any such revisions. If you do not agree with any revision to the Seal License Agreement, you shall immediately cease using and displaying the Seal. By continuing to use and display your Seal after any revision to this Seal License Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes.

11. Privacy. You agree that VeriSign may place in your Seal certain information that you provide for inclusion in your Seal.

12. Force Majeure. Except for the 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 (a) have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof; and (b) 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 Seal License Agreement.

13. Severability. You agree that the terms of this Seal License 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 Seal License Agreement; this Seal License Agreement will be deemed amended to the extent necessary to make this Seal License 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.

14. Governing Law and Dispute Resolutions.

14.1 Governing Law. The Parties agree that this contract is made and performed in Santa Clara County, California, U.S.A. This Seal Licence Agreement shall be governed by the laws of the State of California, without reference to conflict of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Seal Licence Agreement.

14.2 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 Seal License 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 Seal License Agreement or arising in connection with this Seal License 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 Seal License 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 Seal License 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 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 Seal License 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 this dispute as is necessary to protect either party's name, proprietary information, trade secret, know-how, or, or any other intellectual property rights.

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

16. Notices and Communications. If you are a VeriSign, Inc. Customer, you will make all notices, demands or requests to VeriSign with respect to this Seal License 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.

If you are a VeriSign Spain Customer, you will make all notices, demands or requests to VeriSign with respect to this Seal License Agreement in writing to: VeriSign Spain, S.L., Serrano 240, 5th Floor, Madrid, Spain 28016, with a copy to: Attn: General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, California, USA 94043. References to telephone numbers above shall mean 011-34-91-344-0586.

If you are a VeriSign UK Customers, you will make all notices, demands or requests to VeriSign with respect to this Seal License Agreement in writing to: VeriSign UK Limited, St. James House, 13 Kensington Square, London W8 5HD, England, with a copy to: Attn: General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, CA 94043. References to telephone numbers above shall mean 1-650-426-3400.

17. Entire Agreement. This Seal License Agreement, 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 and neither party shall have any liability in relation to any representation or other assurance not expressly set forth herein, unless it was made fraudulently. Section headings are inserted for convenience of reference only and are not intended to be part of or to affect the meaning this Seal License Agreement. Terms and conditions in any purchase orders that are not included in this Seal License Agreement or that conflict with this Seal License Agreement are null and void.

VeriSign™ Secure Site Seal License Agreement Version 2.3