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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 ORGANISATION 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 GUARANTEE THAT YOUR WEB HOST IS AUTHORISED 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
AUTHORISED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A Seal, YOU
GUARANTEE 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 organisation that
requests the issue of a Seal from VeriSign; provided, however, that
when a Web Host acts on behalf of its customer through the VeriSign
ISP Centre, such customer shall be deemed the Applicant.
"Application" is a request from an Applicant (or
authorised agent of the Applicant) to VeriSign for the issue of a Seal.
"Authenticate" or "Authentication" shall
mean the actions VeriSign takes to confirm that a Subscriber organisation
or individual does in fact exist, that the individual or organisation
has authorised the Application and that the person submitting the Application
on behalf of the Subscriber is authorised 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 website 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 Applicant receives [insert details]
"Secure Site Certificate" or "Secure Server
ID" shall mean a Class 3 organisational 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 organisational 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 organisational 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
"Silver Seal" is a graphical representation that
indicates that a ebsite is part of the Shared Hosting Security Service
and assures customers that a website has been authenticated and that
all transactions are secured by a Shared Hosting Security Service Certificate.
"Subscriber" is an individual or organisation that
has been issued with a Seal, provided, however, that an entity acting
as a Web Host that submits an Application on behalf of 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 enrol on behalf of its customers for VeriSign Seals
and Certificates.
"VeriSign Trust NetworkSM" ("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 website
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 non-exclusive, 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 website (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 [that is securing
your website]; or (ii) Silver Seal that was issued in conjunction with
your Web Host’s Shared Hosting Security Service Certificate that is
securing your website; and (b) use the Seal solely for the purpose of
identifying you and your website 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 organisation or (b) in connection with
any domain name and/or organisation name other than that submitted by
you in your Application .
3.2 Revocation. If your organisational 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 Expiry. Upon expiry 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 colour, 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 website, 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 e-mail, 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 website, content, products, services
or otherwise.
6. Representations and Guarantees.
6.1 Your Guarantees. You guarantee 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 guarantee
that you are the organisation 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 Guarantees.Web Host represents
and guarantees 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 Guarantees. VeriSign guarantees 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 Guarantees and Limitation of Liability.
7.1 DISCLAIMER
OF GUARANTEES.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 GUARANTEES,
TERMS, CONDITIONS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED GUARANTEES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT
TO THE EXTENT PERMITTED BY APPLICABLE LAW.OTHER THAN THE GUARANTEES
AS SET FORTH IN SECTION 6, VERISIGN DOES NOT MAKE ANY GUARANTEE, 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 GUARANTEE, 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 GUARANTEE 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 THAT JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF CERTAIN GUARANTEES, 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 WHATSOEVER 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 guarantees, 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 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 available on VeriSign’s
website, 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, labour 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 total, 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 organisation
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 organisation 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, 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 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 guarantees, 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
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