Installation Agreement from VeriSign, Inc.

VERISIGN(R) SECURED SEAL LICENSE AGREEMENT

YOU MUST READ THIS VERISIGN(R) SECURED SEAL LICENSE AGREEMENT ("SEAL LICENSE AGREEMENT") CAREFULLY BEFORE APPLYING FOR, ACCEPTING OR USING A SECURED SEAL (AS DEFINED HEREIN), HEREINAFTER KNOWN AS ("SEAL"). IF YOU DO NOT AGREE TO THE TERMS OF THIS SEAL LICENSE AGREEMENT, YOU AGREE NOT TO INSTALL OR DISPLAY THE SEAL. BY CLICKING "I ACCEPT" OR BY INSTALLING OR DISPLAYING A SEAL, YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THE TERMS OF THIS SEAL LICENSE AGREEMENT AND THIS SEAL LICENSE 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 THE VERISIGN LEGAL ENTITY SPECIFIED ON THE HOMEPAGE OF THE WEBSITE ON WHICH YOU APPLIED FOR YOUR SEAL.

IF YOU ARE THE CUSTOMER OF A WEB HOST (AS DEFINED HEREIN), YOU REPRESENT AND WARRANT THAT YOUR WEB HOST IS AUTHORISED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN AND, IF NECESSARY, CEASE DISPLAYING THE SEAL ON YOUR BEHALF. BY DISPLAYING THE 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, DO NOT DISPLAY THE SEAL.

IF YOU ARE A WEB HOST AND ARE ACTING AS THE AUTHORISED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A SEAL, YOU REPRESENT AND 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

"Managed PKI for SSL Certificate" shall mean a VeriSign Class 3 organizational SSL Certificate issued using a VeriSign Managed PKI for SSL account.

"Repository" shall mean the collection of documents located at the link for the repository which may be accessed from the home page of the website where You applied for Your Seal.

"Secured Seal" or "Seal" shall mean an electronic image featuring a VeriSign mark. When displayed by You on Your Website (i) the image indicates to a website visitor that You have purchased VeriSign Services; and (ii) when such visitor clicks the image, the Splash Page is displayed.

"Secured Seal Installation Instructions" shall mean that set of instructions that may be viewed on the Repository and/or that You receive with a Seal.

"Secure Site Certificate" shall mean a VeriSign Class 3 organizational SSL Certificate.

"Secure Site Pro Certificate" shall mean a VeriSign Class 3 organizational SSL Certificate that includes support for Server Gated Cryptography.

"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.

"Server Gated Cryptography" ("SGC") shall mean that cryptography that allows users with an export version browser to temporarily step-up to 128-bit SSL encryption if they visit a website with an SGC-compatible SSL certificate.

"Services Agreement" shall mean the agreement(s) that (a) You enter into with VeriSign for the purchase of the VeriSign Services; or (b) if You are a merchant customer of a VeriSign reseller of VeriSign Payment Services, the terms and conditions of Your agreement with such reseller (which contains certain pass-through terms from VeriSign).

"Shared Hosting Security Service Certificate" shall mean a VeriSign Class 3 organizational SSL 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 websites.

"Splash Page" is a Web page generated and hosted by VeriSign that is displayed when a visitor to Your Website clicks on the Seal on Your Website. Such Web page indicates to such visitor which VeriSign Services You have purchased and whether that service is still active.

"SSL Certificate" shall mean a Secure Site Certificate, Secure Site Pro Certificate, Managed PKI for SSL Certificate, or Shared Hosting Security Service Certificate.

"VeriSign Managed Security Services" shall mean certain of VeriSign's Managed Security Services for monitoring and management of network security infrastructures.

"VeriSign Payment Services" shall mean VeriSign's on-line Payflow Link or Payflow Pro payment transaction services.

"VeriSign Services" shall mean the purchase of a VeriSign SSL Certificate, VeriSign Payment Services or VeriSign Managed Security Services, or any other services provided by VeriSign and indicated on the Splash Page.

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

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

"Your Website" shall mean 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.

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 Secured Seal Installation Instructions, download, install and display on each page of Your Website a single copy of the Seal; and (b) use the Secured Seal solely for the purpose of identifying You and Your Website as a VeriSign customer in accordance with the terms of this Seal License Agreement.

3. License Restrictions.

3.1 General Use Restrictions. You are prohibited from using Your Seal (a) for or on behalf of any other organization, (b) on any website other than Your Website or (c) in the absence of the Splash Page.

3.2 Termination. If You cease to be a customer of any applicable VeriSign Service, this Seal License Agreement shall automatically terminate. In addition, VeriSign reserves the right to terminate this Seal License Agreement immediately (i) if You fail to perform any of Your obligations hereunder or under any applicable Services Agreement; or (ii) if You are a VeriSign SSL Certificate customer utilizing a Web Host, if You or Your Web Host has: (a) failed to perform any of Your/its obligations hereunder or under the applicable Services Agreement; or (b) compromised the security or integrity of the VTN.

3.3 Obligations upon Termination or Expiry. Upon termination or expiry of this Seal License Agreement, You shall immediately cease displaying and using Your Seal and, in the event that the Seal is installed on Your Website rather than hosted by VeriSign, 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.

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 or tamper with the Seal in any way, including but not limited to skewing; modifying the colour, size, pattern and fonts; and separating logo elements, copyright and trademark indicators, or attempting to alter or suppress access to the Splash Page. You shall use the Seal in accordance with the terms of this Seal License Agreement and as may be permitted in terms and conditions related to the use and display of the Seal as posted from time to time on the VeriSign website. You shall take no action that will interfere with or diminish VeriSign's rights in the Seal or underlying products and services. If You believe that the Secured Seal has been copied or is being used in any way that constitutes intellectual property rights infringement, You should report it immediately at http://www.verisign.com/support/site/abuse.html. Breach of any of the above restrictions shall be considered a material breach of this Seal License Agreement as a result of which VeriSign shall have the right to terminate this Seal License Agreement immediately.

3.5 High Volume Option. If You are using the Flash version of the Seal, in the event that Your volume of Web page views on Your Website that use the Seal exceeds 10,000 per day, then VeriSign reserves the right to require You to host the Seal on Your Website in accordance with instructions to be provided by VeriSign if You desire to continue to display the Seal. VeriSign will provide no less than thirty (30) days written or electronic notice of the requirement for You to host the Seal. After such period, VeriSign may cease displaying the Seal on Your behalf and this Seal License Agreement will be terminated or suspended until such time as You host the Seal on Your Website, in accordance with instructions provided by VeriSign.

4. Obtaining the Seal. In order to obtain and display the Seal, You must first apply for and obtain one or more of the VeriSign Services. Once You have purchased a VeriSign Service, You should then follow the Secured Seal Installation Instructions to obtain the Seal. After You receive Your Seal, You must review the information in it before using it and promptly notify VeriSign of any errors.

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, HTML code, Flash and JavaScript files and other products or services provided by VeriSign hereunder. You shall not acquire any rights of any kind in the Seal, software, documentation, trademarks, service marks, trade names or product names.

6. Representations and Warranties.

6.1 Your Representations and Warranties. You represent and warrant to VeriSign and anyone who relies on Your Seal that (a) all information contained in any application or enrollment form for any VeriSign Service was true and correct as of the time of submission, and that such information (including any domain name or e-mail address) does not infringe the Intellectual Property Rights of any third parties; and (b) 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 and to provide customer's information to VeriSign subject to VeriSign's privacy policy; (b) it shall procure its customer's compliance with the terms and conditions of this Seal License Agreement; (c) any customer information it provides in the application or enrollment process for a Service or Seal shall be the exact information provided to it by such customer; (d) any Web Host information it provides in the application or enrollment process for a Service or Seal (including any domain name or e-mail address) is accurate and true and does not infringe the Intellectual Property Rights of any third parties; (e) it will use its customer's Seal in accordance with this Seal License Agreement only; and (f) it shall not allow any website it hosts to display a Seal or any VeriSign intellectual property unless such website is licensed to do so.

7. Disclaimer and Limitation of Liability.

7.1 DISCLAIMER. 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 REPRESENTATIONS, WARRANTIES, GUARANTEES, TERMS, OR CONDITIONS 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. VERISIGN DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SEAL WILL MEET YOUR REQUIREMENTS, OR THAT ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES VERISIGN MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE 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. TO THE EXTENT THAT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS, WARRANTIES OR GUARANTEES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

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, 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 FIVE THOUSAND DOLLARS ($5,000). UNDER NO CIRCUMSTANCES WHATSOEVER SHALL VERISIGN BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, RELIANCE OR INCIDENTAL DAMAGES, OR FOR LOST PROFITS, DATA, REVENUE OR LOSS RESULTING FROM BUSINESS INTERRUPTION, 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 representation, warranty, guarantee, term, condition or obligation under this Seal License Agreement (including but not limited to infringement of any Intellectual Property Right); or (b) Your unauthorised acts or omissions related to the unauthorised 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 from one or more of the Indemnity Conditions.

9. Term. Unless earlier terminated in accordance with the terms hereof, this Seal License Agreement shall continue in effect until the termination or expiration of the last VeriSign Service Agreement that entitles You to use the Seal. The provisions of Sections 3.3, 7-9 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 website, or upon notification to You by e-mail. You agree to periodically review VeriSign's website, including the current version of this Seal License Agreement, 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 Matters. The Secured Seal indicates which VeriSign Services You have purchased. You agree that VeriSign may place in Your Seal and the Splash Page certain information that You provide during application or enrollment for a VeriSign Service. You understand that by placing the Seal on Your Website, VeriSign shall have the right to capture use and disclose IP address (which does not include any personally-identifiable information) of visitors to Your Website. VeriSign shall use and disclose such information only for the purposes of (i) preparing reports about the use of the Secured 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. For information on the processing of personally-identifiable data, You should review VeriSign's Privacy Statement which is accessible from VeriSign's home page or the Repository.

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, industrial 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 prompt written notice thereof; and (b) take all steps reasonably necessary to mitigate the effects of the force majeure event; 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 Jurisdiction.

14.1 Governing Law. The Parties agree that this contract is made and performed in Santa Clara County, California, U.S.A. This Seal License 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 License 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 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, academic 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 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. You will make all notices, demands or requests to VeriSign with respect to this Seal License Agreement in writing to the "Contact" address listed on the website from where you obtained the Seal, with a copy to: Attn: General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, California, USA 94043.

17. Entire Agreement. This Seal License Agreement and any applicable Services Agreement constitute 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 between VeriSign and You concerning the subject matter hereof. Neither party is relying upon any representations, warranties, guarantees, 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(R) Secured Seal License Agreement Version 3.1