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 LICENSE AGREEMENT AND
THIS SEAL LICENSE IS ENTERED INTO BETWEEN VERISIGN AUSTRALIA PTY LTD (ABN 88 088
021 603) AND THE ORGANISATION EXECUTING THIS SEAL LICENSE AGREEMENT ("YOU" AND
"YOUR").
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 organisational
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
Web site 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" (also known as a "Secure Site ID", "Secure Site
Certificate" or "Secure Site") shall mean a VeriSign Class 3 organisational SSL Certificate.
"Secure Site Pro Certificate" (also known as a "Secure Site Pro ID", "Secure Site Pro
Certificate" or "Secure Site Pro") shall mean a VeriSign Class 3 organisational 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
organisational 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 NetworkTM" ("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 organisation, (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 all applicable VeriSign
Services, 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 utilising 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 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 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 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
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 (AUD5,000).
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
Web site, 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. 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
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 New South Wales, Australia. This Seal License Agreement shall be
governed by the laws of New South Wales, 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 commence legal proceedings.
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® Secured Seal License Agreement Version 3.1
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