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VERISIGN® SECURED SEAL LICENCE AGREEMENT
YOU MUST READ THIS VERISIGN® 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
LICENCE 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 LICENCE 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 LICENCE AGREEMENT. IF YOU DO NOT
AGREE TO THE TERMS OF THIS SEAL LICENCE AGREEMENT, YOU AGREE NOT TO
INSTALL OR 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 LICENCE 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.
"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 Services Agreement" shall mean the agreement(s)
that You enter into with VeriSign for the purchase of the VeriSign Services.
"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. Licence. Subject to the terms and conditions of this Seal
Licence Agreement, VeriSign grants to You a nonexclusive, non-transferable,
non-sublicenceable licence during the term of this Seal Licence 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 Licence Agreement.
3. Licence 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 Licence Agreement shall automatically terminate.
In addition, VeriSign reserves the right to terminate this Seal Licence
Agreement immediately (i) if You fail to perform any of Your obligations
hereunder or under any applicable VeriSign 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 VeriSign Services Agreement; or (b)
compromised the security or integrity of the VTN.
3.3 Obligations on Termination or Expiry. On termination or
expiry of this Seal Licence 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 sublicence 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 Licence 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 Licence Agreement as a result of which VeriSign shall have
the right to terminate this Seal Licence Agreement immediately.
3.5 High Volume Option. This Section applies only to SSL Certificate
Customers. 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 Licence 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 licencors 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 enrolment 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 Licence 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 Licence Agreement; (c) any customer information it provides
in the application or enrolment 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 enrolment 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 Licence 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 licenced 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 LICENCE 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 LICENCE 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 Licence 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").
On 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 Licence 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 Licence Agreement. Except as otherwise
provided in this Seal Licence Agreement, You agree, during the term
of this Seal Licence Agreement, that VeriSign may: (a) revise the terms
and conditions of this Seal Licence Agreement; and/or (b) change part
of the services provided under this Seal Licence Agreement at any time.
Any such revision or change will be binding and effective thirty (30)
days after posting of the revised Seal Licence Agreement or change to
the service(s) on VeriSign's website, or on notification to You by e-mail.
You agree to periodically review VeriSign's website, including the current
version of this Seal Licence Agreement, to be aware of any such revisions.
If You do not agree with any revision to the Seal Licence Agreement,
You shall immediately cease using and displaying the Seal. By continuing
to use and display Your Seal after any revision to this Seal Licence
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 enrolment 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 Licence Agreement.
13. Severability. You agree that the terms of this Seal Licence
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 Licence Agreement; this Seal Licence
Agreement will be deemed amended to the extent necessary to make this
Seal Licence 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
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 Licence 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 Licence Agreement or arising
in connection with this Seal Licence 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 Licence 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
Licence 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 Licence 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 Licence Agreement are not assignable or transferable.
Any attempt by Your creditors to obtain an interest in Your rights under
this Seal Licence Agreement, whether by attachment, levy, garnishment
or otherwise, renders this Seal Licence 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 Licence 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 Licence Agreement and any applicable
VeriSign 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 Licence Agreement.
Terms and conditions in any purchase orders that are not included in
this Seal Licence Agreement or that conflict with this Seal Licence
Agreement are null and void.
VeriSign® Secured Seal Licence Agreement Version
3.0
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