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VeriSign Managed PKI for SSL Agreement

THIS VERISIGN MANAGED PKI FOR SSL SERVICES 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 PURCHASING MANAGED PKI FOR SSL CERTIFICATE SERVICES (FORMERLY "ONSITE"). BY CLICKING "ACCEPT" OR BY ACCEPTING A CERTIFICATE, 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 BE A VERISIGN RA.

ALL REFERENCES TO "VERISIGN" IN THIS AGREEMENT SHALL MEAN THE SPECIFIC VERISIGN ENTITY SPECIFIED ON THE HOMEPAGE OF THE WEBSITE ON WHICH YOU APPLIED FOR THE SERVICE.

DEFINITIONS

"Certificate" or "Digital Certificate" means a message that, at least, states a name or identifies the issuing CA, 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 CA.

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

"Certification Authority" or "CA" means an entity authorised to issue, suspend, or revoke Certificates.  For purposes of this Agreement, CA shall mean VeriSign.

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

"Code Signing Certificate" means a VeriSign Class 3 organisational code signing certificate used by software developers and content publishers to digitally-sign code for secure delivery over networks.

"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. 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, software or hardware offered or provided hereunder.

"Erroneous Issuance" means (a) issuance of a Certificate in a manner not materially in accordance with the procedures required by the Managed PKI for SSL Administrator’s Handbook; (b) issuance of a Certificate to a Subscriber other than the one named as the subject of the Certificate; or (c) issuance of a Certificate without the authorisation of the Subscriber that is the subject of the Certificate.

"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).

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

"Operational Period" means a period starting with the date and time a Certificate is issued (or on a later date and time certain if stated in the Certificate) and ending with a date and time at which the Certificate expires or is earlier revoked.

"Registration Authority" or "RA" means an entity approved by a CA to assist persons in applying for Certificates and/or revoking (or where authorised, suspending) Certificates, and approving such applications, in connection with the service.  An RA is not the agent of a Certificate Applicant, and may not delegate the authority to approve Certificate Applications other than to authorised RAAs of the RA.

"Registration Authority Administrator" or "RAA" is appointed by an RA and responsible for carrying out the functions of an RA.

"SSL Certificate" means a Class 3 organisational certificate used to support SSL sessions between a web browser and web server that uses encryption.  
"Subscriber" means a person, organisation 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 authorised to use, the private key that corresponds to the public key listed in the Certificate at issue.

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

"VeriSign Trust Network" or "VTN" means the Certificate-based Public Key Infrastructure governed by the VeriSign Trust Network certificate policies, which enables the worldwide deployment and use of Certificates by VeriSign and its affiliates, and their respective customers, Subscribers, and relying parties.

1. APPOINTMENT

(a)  Appointment. VeriSign hereby appoints you as a non-VeriSign RA within the VeriSign VTN pursuant to the VeriSign CPS, and you accept such appointment.

(b) VeriSign CPS and Managed PKI for SSL Administrator’s Handbook. You shall meet all requirements and perform all obligations imposed upon an RA within the VTN, which shall include, but is not limited to (i) the VeriSign CPS, as periodically amended; (ii) the Managed PKI for SSL Administrator’s Handbook published at the Managed PKI Control Center, as periodically amended ("Handbook"); and (iii) the duties in Section 2 below.  VeriSign shall notify the individual you appoint as your Registration Authority Administrator ("RAA") of any amendments by posting the information to the Managed PKI Control Center.

2. YOUR OBLIGATIONS

(a)  Appointment You shall appoint one or more of your employees as RAA(s).  Such RAA(s) shall be entitled to appoint additional RAAs on your organisation’s behalf.  You shall cause your RAAs receiving Certificates hereunder to abide by the terms of the applicable Subscriber Agreement, which can be found in the Handbook.

(b)  Administrator Functions. You shall comply with the requirements set forth in the VeriSign CPS and the Handbook for validating the information in Certificate Applications, approving or rejecting such Certificate Applications, using hardware and software designated by VeriSign, and revoking Certificates.  You shall perform such tasks in a competent, professional, and workmanlike manner.  You shall approve a Certificate Application only if (i) the application was made on behalf of a device or internet domain (for purposes of approving SSL Certificates) or a software publisher (for purposes of approving Code Signing certificates) within your organisation; and (ii) your RA has authorised the use of your organisational name in the Certificate.  If your RAA ceases to have the authority to act as RAA on your behalf, then you shall promptly revoke such authority.  If your organisational name and/or domain registration changes, then your RAA shall promptly request revocation of all Certificates issued therein.  You shall not disclose any challenge phrase, PIN, software, or hardware mechanism protecting the RAA Certificate private key to a third party.

(c)  Survival. In addition to the termination, revocation, and security provisions set forth in this Agreement, the VeriSign CPS and the Handbook shall survive termination of this Agreement until the end of the Operational Period of all Certificates issued hereunder.

(d)  Certificate Restrictions. You shall not use a SSL Certificate (i) for or on behalf of any organisation other than your own; (ii) to perform private or public key operations in connection with any domain name and/or organisation name other than the one(s) submitted by your RAA 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 licences 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 INFRINGERS 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.  You shall not use a Code Signing Certificate: (iv) for or on behalf of any organisation other than your own; (v) to perform private or public key operations in connection with any domain and/or organisation name other than the one you submitted on your Certificate Application; (vi) to distribute malicious or harmful content of any kind including, but not limited to, content that would otherwise have the effect of inconveniencing the recipient of such content; or (vii) in a manner that transfers control or permits access for the private key corresponding to the public key of the Certificate to anyone other than an employee that you have authorised (any such transfer to be in a secure manner so as to protect the private key).  The following terms and conditions apply to the MPKI for Intranet SSL and MPKI for Intranet SSL Premium Certificate Services:  Intranet SSL Certificates shall be used only with intranet domains and may not be assigned to devices that are publicly accessible from the Internet.  VeriSign reserves the right to monitor publicly-facing Internet servers and/or devices to ensure that Intranet SSL Certificates comply with this Section 2.  If VeriSign discovers any use of Intranet SSL Certificate(s) not in compliance with Section 2, then VeriSign shall immediately notify your RAA of non-compliance.  Your RAA must, within twenty (24) hours, either (1) immediately move the Intranet SSL Certificate to an intranet domain; or (2) remove and revoke the Intranet SSL Certificate from your servers.  If your RAA does not revoke or remove the non-compliant Certificate, then VeriSign may revoke the RAA Certificate.

(e)  Your Warranties You warrant that (i) all information material to the issuance of a Certificate and validated by you or on your behalf is true and correct in all material respects; (ii) your approval of Certificate Applications will not result in Erroneous Issuance; (iii) you have substantially complied with the VeriSign CPS, the Handbook, and your obligations set forth herein; (iv) no Certificate information provided to VeriSign infringes the intellectual property rights of any third party; (v) the information you provide in the Certificate Application(s) (including email address(es)) has not been and will not be used for any unlawful purpose; (vi) your RAA has been (since the time of the RAA Certificate’s creation) and will remain the only person possessing the RAA Certificate private key, or any challenge phrase, PIN, software, or hardware mechanism protecting the private key, and no unauthorised person has had or will have access to such materials or information; (vii) you will use the RAA Certificate exclusively for authorised and legal purposes consistent with this Agreement; and (viii) you will not monitor, interfere with or reverse engineer the technical implementation of the VeriSign systems or software or the VTN (save to the extent that you cannot be prohibited from so doing under applicable law), except with the prior written approval from VeriSign, and shall not otherwise intentionally compromise the security of the VeriSign systems or software or the VTN.

3. ADDITIONAL SERVICE TERMS

Each Managed PKI for SSL Service licence may support multiple organisations and multiple domain names, as long as each organisation and related domain name(s) is owned and registered to the organisation that owns the account.  This Service is not intended for service providers that issue certificates to unrelated organisations and may not be used for such purpose.  If you choose to display VeriSign's Secured Seal, then you must install and display such seal only in accordance with the VeriSign Secured Seal Licence Agreement posted on VeriSign’s website.  Note that 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, utilisation of either of the additional features below may increase the number of units required for issuance of the Certificate: (a) Licensed Certificate Option--Each Certificate shall be used on up to one physical server or device unless Customer has selected the "Licensed Certificate Option" that permits the use of a Certificate on one physical device with additional Certificate licences for each physical server that each device manages, or where replicated Certificates may otherwise reside.  Under this Option, each certificate licence 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; (b) Subject Alternative Name Option--Each Certificate shall be used to secure up to one domain unless Customer has selected the "SubAltName Option" that permits the use of a Certificate to secure multiple domains.  There is a limit of twenty domains or "SubAltNames" per Certificate.  Under this option, each domain has the value of one unit; thus, for example, a one-year Certificate that is used to secure three domains shall require three units, and a two-year Certificate that is used to secure three domains shall require six units, etc. Certificate units may be purchased and pre-loaded into Customer’s account.  However, any Unit not issued (i.e., redeemed for Certificates) within 12 months of purchase shall automatically expire.

4. VERISIGN’S OBLIGATIONS

(a) Services. VeriSign shall provide the services specified in this Agreement throughout its term.  VeriSign shall issue, manage, revoke, and/or renew Certificates in accordance with the instructions you provide through your RAA(s).  Upon your approval of a Certificate Application, VeriSign shall (i) be entitled to rely upon the correctness of the information in each such approved Certificate Application; and (ii) issue a Certificate to the Certificate Applicant submitting such Certificate Application.  Notwithstanding the terms of the "Basic" Service Level Agreement, no service level commitments will apply with respect to the services provided herein unless a Gold or Platinum Service Fee obligation is then in effect.

(b)  RAA Certificate. VeriSign will notify you whether your RAA Certificate Application is approved or rejected.  If your RAA Certificate Application is approved, VeriSign will issue an RAA Certificate for use in accordance with this Agreement.  After your RAA picks up or otherwise installs the RAA Certificate, your RAA must review the information in it before using it and promptly notify VeriSign of any errors.  Upon receipt of such notice, VeriSign will revoke the RAA Certificate and issue a corrected RAA Certificate, subject to the requirements set forth herein.

(c) VeriSign’s Warranties VeriSign warrants that (i) there are no errors introduced by VeriSign in the Certificate information as a result of VeriSign's failure to use reasonable care in creating the Certificate; (ii) its issuance of Certificates shall comply in all material respects with its CPS; and (iii) its revocation services and use of a repository conform to its CPS in all material aspects.

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 licence 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 procured through the MPKI for SSL console, you shall pay VeriSign the applicable fees set forth on the console at the time of your selection, or, if applicable, upon receipt of the applicable invoice from VeriSign. All fees are due immediately and are non-refundable, except as otherwise expressly stated.  Any renewal of certificate services with VeriSign is subject to 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 with notice prior to the expiration of services at least thirty (30) days in advance of the renewal date. You shall be solely responsible for the credit card information provided 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. 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. In addition, VeriSign’s treatment of any of your information collected through the VeriSign website will be in accordance with VeriSign’s published Privacy Statement.

8. 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, proceedings, judgments, damages, and costs (including reasonable legal 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 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, and (iii) solely with respect to VeriSign’s indemnification, and subject to VeriSign’s rights under Section 8(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 defence of such claim (including any settlements); provided however, that:  (iv) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (v) 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, claim 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 (vi) the Indemnitee shall have the right to participate in the defence of a claim with legal counsel of its choice at its own expense.

(b)  VeriSign Options Related to Intellectual Property Infringement Claims. In the event of any claim, , or proceeding subject to Section 8(a)(iii) 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 8(a)(iii) AND 8(b) CONSTITUTE THE ENTIRE OBLIGATION OF VERISIGN AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE SUBJECT MATTER THEREOF.

9. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMERS

THE LIMITATION PROVIDED HEREIN WILL APPLY WITH RESPECT TO ALL DAMAGES, CLAIMS, OR OTHER LOSSES RELATING TO 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.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED HEREIN, VERISIGN DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THOSE OF SATISFACTORY QUALITY,   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.  NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 9 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM A PARTY’S NEGLIGENCE OR TO ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW (INCLUDING MANDATORY LAWS OF ANY APPLICABLE JURISDICTION).  TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

10. 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 the earlier of (i) the expiration of all Certificates issued hereunder; or (ii) a termination pursuant to section 10(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 2(c), 5, 6, 7, 8 and 9 shall survive the termination of this Agreement for any reason.

11.  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, where applicable, constitute the entire understanding and Agreement between VeriSign and you with respect to any service purchased hereunder, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto.

(c)  Amendments and Waiver. Any term or provision of this Agreement (including any purchase orders) 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. 

(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, labour 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 United States federal and state laws 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 licences from the United States government or agencies thereof or any other country that requires an export licence 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. Any disputes related to the services provided under this Agreement shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of laws rules.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(j)Dispute Resolution. To the extent permitted by law, before you invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall notify VeriSign, and any other party to the dispute for the purpose of seeking resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:

(i) When each party to the dispute is a Canadian or U.S. resident or organisation situated or doing business in Canada or the United States. All suits arising in connection with this Agreement shall be brought in the United States District Court for the Eastern District of Virginia or the state courts of Fairfax County, Virginia, U.S.A. The parties agree that such courts shall have exclusive jurisdiction and the parties submit to the exclusive jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement.

(ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organisation situated or doing business in Canada or the United States. All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration 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 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 Intellectual Property Rights.

(k)  Order of Precedence. In the event of a conflict between this Agreement and a Subscriber Agreement, the terms of the Subscriber Agreement shall govern, but only in regard to the specific Certificate at issue.

(l) 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 Managed PKI for SSL Services Agreement version 4.0