Thawte Trial SSL Certificate Subscriber Agreement
YOU MUST READ THIS THAWTE TRIAL SSL CERTIFICATE SUBSCRIBER AGREEMENT ("AGREEMENT") BEFORE DOWNLOADING, USING OR RELYING UPON A TRIAL CERTIFICATE OR THE TEST ROOT (AS THESE TERMS ARE DEFINED BELOW). This Agreement sets forth THE terms and conditions under which Thawte issues and manages TRIAL Certificates and under which the TRIAL Certificate and TEST ROOT are used.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCEPT, OR USE THE TRIAL CERTIFICATE OR TEST ROOT. BY CLICKING "ACCEPT" BELOW OR BY ACCEPTING OR USING A TRIAL CERTIFICATE OR THE TEST ROOT, YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THESE TERMS.
ALL REFERENCES TO "THAWTE" IN THIS AGREEMENT SHALL MEAN THAWTE, INC. UNLESS YOU (ON BEHALF OF YOUR ORGANIZATION) ARE LOCATED IN THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF NAMIBIA, THE KINGDOM OF LESOTHO, OR THE KINGDOM OF SWAZILAND, IN WHICH CASE ALL REFERENCES TO "THAWTE" HEREIN SHALL MEAN SYMANTEC,LTD.
IF YOU ARE A CUSTOMER OF A RESELLER (AS DEFINED HEREIN), YOU REPRESENT AND WARRANT THAT YOUR RESELLER IS AUTHORIZED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN, RENEW, AND, IF NECESSARY, REVOKE THE CERTIFICATE ON YOUR BEHALF. BY AUTHORIZING YOUR RESELLER TO USE YOUR CERTIFICATE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU ARE A RESELLER AND ARE ACTING AS THE AUTHORIZED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A CERTIFICATE, YOU REPRESENT AND WARRANT AS SET FORTH IN SECTIONS 8.2 AND 8.3. IF YOU ARE A RESELLER AND ARE APPLYING FOR YOUR OWN CERTIFICATE OR ARE APPLYING FOR A SHARED HOSTING SECURITY SERVICE CERTIFICATE, THIS AGREEMENT APPLIES TO YOU IN ITS ENTIRETY, EXCEPT FOR SECTION 8.3.
"Certificate" means the Trial Certificate and Test Root.
"Certificate Application" means a request to Thawte for the issuance of a Trial Certificate.
"Certification Practice Statement" or "CPS" means a document, as revised from time to time, representing a statement of the practices a certificate authority employs in issuing digital certificates.
"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).
"Reseller" means an internet service provider, a systems integrator, a web host, a technical consultant, an application service provider, or other entity that obtains SSL certificates for re-sale.
"Subscriber" means a person, organization, 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 authorized to use, the private key that corresponds to the public key listed in the Trial Certificate at issue.
"Test Root" means a root certificate that, when properly installed, enables use of a Trial Certificate for test purposes only.
"Trial Certificate" means an SSL certificate issued by Thawte to enable a Subscriber to simulate the process by which a browser authenticates and establishes a secure channel to a web site.
"User" means an employee or other authorized representative of Subscriber who downloads and/or uses the Test Root.
2. Description of the Certificates. By downloading and installing the Test Root and Trial Certificate, you can simulate the process by which a browser authenticates and establishes a secure channel to a web site that properly uses an SSL certificate. Thawte makes the Certificates available for authorized technical testing purposes only in accordance with this Agreement. Trial Certificates do not provide any assurances of the identity or authority of the Subscriber organization or validity of domain ownership. Trial Certificates are not trusted in browsers. THE THAWTE CPS does not apply to this Agreement or to the use of the Trial Certificate or test Root.
3. Processing the Certificate Application. Upon Thawte's receipt of a complete Certificate Application, and your acceptance of this Agreement, Thawte shall issue a Trial Certificate to you. Thawte will also provide you with access to the Test Root.
4. Use and Restrictions. You will procure your Users' acknowledgment and compliance with the terms of this Agreement. TRIAL CERTIFICATES AND THE TEST ROOT SHALL BE USED EXCLUSIVELY WITHIN A TEST ENVIRONMENT. TRIAL CERTIFICATES, THE TEST ROOT, AND ALL COMPONENTS THEREOF SHALL NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSES, INCLUDING COMMERCIAL TRANSACTIONS, AUTHENTICATING THE IDENTITY OF A SUBSCRIBER, OR IN CONNECTION WITH ENSURING THE CONFIDENTIALITY OF ANY INFORMATION. DO NOT REQUEST OR USE A TRIAL CERTIFICATE OR THE TEST ROOT FOR ANY PURPOSE OTHER THAN FOR AUTHORIZED TECHNICAL TESTING. YOU ACKNOWLEDGE THAT NEITHER YOUR IDENTITY NOR AUTHORITY HAS BEEN AUTHENTICATED OR APPROVED BY THAWTE.
5. No Suspension or Revocation Services. You acknowledge that Thawte shall not be required to suspend or revoke Trial Certificates at your request. Thawte shall be entitled at its sole discretion to revoke any or all Trial Certificates and Test Root at any time.
6. Obligations Expiration. Upon expiration of your Trial Certificate, you shall permanently remove your Trial Certificate and Test Root from all devices on which they are installed and shall not use them for any purpose thereafter.
7. Term of Service. This Agreement shall remain in effect until your Trial Certificate has expired or is earlier revoked. The Trial Certificate validity period is indicated on the website through which you have enrolled for your Trial Certificate, and will commence upon issuance.
8. Representations and Warranties.
8.1 Thawte Representations and Warranties. THE THAWTE TRIAL CERTIFICATES AND TEST ROOT ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER.
8.2 Your Representations and Warranties. You represent and warrant to Thawte that: (i) you have been (since the time of its creation) and will remain the only person possessing your private key, or any challenge phrase, PIN, software, or hardware mechanism protecting the private key, and no unauthorized person has had or will have access to such materials or information; (ii) you will use your Certificates exclusively for authorized and legal purposes consistent with this Agreement; (iii) you will use your Certificates as an end user and not as a certification authority to issue Certificates, certification revocation lists, or otherwise; (iv) each digital signature created using your private key is the Subscriber's digital signature, and the Certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; (v) you manifest assent to this Agreement as a condition of obtaining a Certificate; and (vi) you will not monitor, interfere with, or reverse engineer (save to the extent that you can not be prohibited from so doing under applicable law) the technical implementation of Thawte, except with the prior written approval from Thawte, and shall not otherwise intentionally compromise the security of Thawte.
8.3 Reseller Representations and Warranties. Further to section 8.2, Reseller represents and warrants to Thawte that: (i) it has obtained the authority of its customer to enter into this Agreement on behalf of its customer and/or to bind its customer to this Agreement; and (ii) it shall comply with and procure its customer's compliance with this Agreement.
9. Fees and Payment Terms. This Section 9 shall apply only if the website through which you have enrolled for the Certificate indicates the Certificate is subject to service fees. As consideration for the Certificate you have purchased, you shall pay Thawte the applicable service fees set forth on our website at the time of your selection, or, if applicable, upon receipt of an invoice from Thawte. All fees are due immediately and are non-refundable, except as otherwise stated below. 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 Thawte) which are imposed by or under the authority of any government on the service fees charged herein shall be borne by you and shall not be considered a part of, a deduction from or an offset against such service fees. All payments due to Thawte shall be made without any deduction or withholding on account of any tax, duty, charge, penalty, or otherwise 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, Thawte 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. This section does not apply to you if you purchased your Certificate from a Reseller.
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11. Proprietary Rights. You acknowledge that Thawte 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 Thawte hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing, "Thawte Works"). The Thawte Works do not include your pre-existing hardware, software, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other party's Intellectual Property Rights, and each party shall continue to independently own and maintain its Intellectual Property Rights.
12. Modifications to Agreement. Thawte may: (i) revise the terms of this Agreement; and/or (ii) change part of the services provided herein at any time. Any such change will be binding and effective thirty (30) days after publication of the change on Thawte's websites, or upon notification to you by e-mail. If you do not agree with the change, you may terminate this Agreement at any time by notifying Thawte and requesting a partial refund of fees paid (if applicable), prorated from the date of termination to the end of the service period. By continuing to use Thawte services after such change, you agree to abide by and be bound thereby.
13. Privacy. You agree to the use of your data and information in accordance with the following: Thawte will treat and process the data you provide in your Certificate Application in accordance with the privacy statement specific to these Services ("Thawte Privacy Statement" or "Privacy Statement"), as amended from time to time and accessible from the home page of the website from which you enrolled for your Certificate. You agree and consent that Thawte may place in your Certificate information that you provide in your Certificate Application. Thawte may also: (i) publish your Certificate and information contained therein in the Repository and other third-party sites; and (ii) use such information for the purposes set out in this Agreement and in the Thawte Privacy Statement. If you are a Reseller acting on behalf of a customer, you warrant that you have all necessary rights (including consents) to provide your customer information to Thawte. You are aware that Thawte will process and/or transfer the information you provide in your Certificate Application in the United States and in other jurisdictions where Thawte maintains a presence. For further information on processing of customer data, please see our applicable Privacy Statement.
14. Disclaimers of Warranties. THAWTE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, 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. THAWTE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE TO ANY PERSON THAT ANY SUBSCRIBER TO WHICH IT HAS ISSUED A TRIAL CERTIFICATE IS IN FACT THE PERSON OR ORGANIZATION IT CLAIMS TO BE IN INFORMATION SUPPLIED TO THAWTE, OR THAT ANY PERSON OR ORGANIZATION IS IN FACT THE PERSON OR ORGANIZATION LISTED IN A TRIAL CERTIFICATE OR THE TEST ROOT. THAWTE MAKES NO ASSURANCES OF THE ACCURACY, AUTHENTICITY, INTEGRITY, OR RELIABILITY OF INFORMATION CONTAINED IN TRIAL CERTIFICATES OR THE TEST ROOT, OR OF THE RESULTS OF CRYPTOGRAPHIC METHODS IMPLEMENTED IN CONNECTION WITH SUCH CERTIFICATES. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS, WARRANTIES OR GUARANTEES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
15. Indemnity. You agree to indemnify, defend and hold harmless Thawte, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorney's fees and expenses) arising from: (i) the breach of any of your warranties, representations and obligations under this Agreement; (ii) any falsehoods or misrepresentations of fact you make on the Certificate Application; (iii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by you; (iv) failure to disclose a material fact on the Certificate Application if the misrepresentation or omission was made negligently or with intent to deceive any party; or (v) failure to protect the private key, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. Thawte shall promptly notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements); provided however, that: (a) you keep Thawte informed of, and consult with Thawte in connection with the progress of such litigation or settlement; (b) you shall not have any right, without Thawte'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, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the part of Thawte, or requires any specific performance or non-pecuniary remedy by Thawte; and (c) Thawte shall have the right to participate in the defense of a claim with counsel of its choice at its own expense. The terms of this Section 15 will survive any termination of this Agreement.
16. Limitations of Liability. THIS SECTION APPLIES TO LIABILITY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY), AND ANY OTHER LEGAL OR EQUITABLE FORM OF CLAIM. IN THE EVENT OF ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAWTE SHALL NOT BE LIABLE FOR: (I) ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS, OR (II) ANY INDIRECT OR CONSEQUENTIAL LOSS. IN NO EVENT WILL THAWTE BE LIABLE FOR ANY DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A TRIAL CERTIFICATE OR TEST ROOT. NOTWITHSTANDING THE FOREGOING, THAWTE'S LIABIILTY SHALL NOT BE LIMITED UNDER THIS SECTION 16 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM THAWTE'S NEGLIGENCE OR WITH RESPECT 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 CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
17. 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, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section 17: (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.
18. Compliance with Law, Export Requirements, and Foreign Reshipment Liability. Both parties shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with their obligations under this Agreement. Without limiting the generality of the foregoing, each party agrees to comply with all export requirements ("Export Control"). Regardless of any disclosure you make to Thawte of an ultimate destination of any Certificates, software, hardware, or technical data (or portions thereof) supplied by Thawte ("Thawte Technology") and, notwithstanding anything contained in this Agreement to the contrary, you will not: (i) modify, export, or re-export, either directly or indirectly, any Thawte Technology to any destination restricted or prohibited by Export Control, without first obtaining any and all necessary licenses from the United States government or any other country that imposes Export Control; (ii) provide Thawte Technology to any proscribed party on the United States Treasury Department's Office of Foreign Asset Control list of "specially designated nationals and blocked persons", the United States Commerce Department's "denied parties list", the United States Commerce Departments "BIS Entity List" or such other applicable lists; or (iii) export or re-export Thawte Technology, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by Export Control. Thawte 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.
19. Severability. If 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.
20. Governing Law. This Agreement and any disputes relating to the services provided hereunder shall be governed and interpreted according to each of the following laws, respectively, without regard to its conflicts of law provisions: (a) the laws of the State of California, if you are located in North America or Latin America; or (b) the law of England, if you are located in Europe, Middle East or Africa; or (c) the laws of Singapore, if you are located in Asia Pacific including Japan. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
21. Dispute Resolution. To the extent permitted by law, before you file suit or initiate an administrative claim with respect to a dispute involving any aspect of this Agreement, you shall notify Thawte, and any other party to the dispute for the purpose of seeking a business resolution. Both you and Thawte shall make good faith efforts to resolve such dispute via business discussions. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed as permitted under applicable law as specified under this Agreement.
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23. Assignment. You may not assign the rights granted hereunder or this Agreement, in whole or in part and whether by operation of contract, law or otherwise, without Thawte's prior express written consent. Such consent shall not be unreasonably withheld or delayed.
24. Notices and Communications. You will make all notices, demands or requests to Thawte with respect to this Agreement in writing to the "Contact" address listed on the website from where you purchased your Certificate, with a copy to: General Counsel - Legal Department, Thawte, Inc., 350 Ellis Street, Mountain View, California, USA 94043. References to telephone numbers above shall mean 1-650-527-8000.
25. Entire Agreement. This Agreement, and if you are a Reseller, your Reseller agreement with Thawte, constitute the entire understanding and agreement between Thawte and you with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Terms and conditions in any purchase orders that are not included in or that conflict with this Agreement are null and void.
Thawte Trial SSL Certificate Subscriber Agreement Version 2.0 (August 2010)