This Subscriber Agreement applies to Subscribers to EBIZID SSL server certificates. Please read carefully to determine which portions of the Subscriber Agreement apply to each EBIZID product.
The following provisions apply to Subscribers to EBIZID SSL server certificate.
Please read the following agreement carefully before agreeing to its terms.
You hereby represent that you are fully authorized to apply for a EBIZID Security Services(TM) Web Server Certificate for secure and authenticated electronic transactions. You understand that a digital certificate serves to identify the Subscriber for the purposes of electronic commerce, and that the management of the private keys associated with such certificates is the responsibility of the subscriber.
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. BY SUBMITTING AN APPLICATION TO OBTAIN A CERTIFICATE AND ACCEPTING AND USING SUCH CERTIFICATE, YOU INDICATE THE ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT APPLY FOR OR USE THE CERTIFICATE. EBIZID'S CERTIFICATION AUTHORITY SERVICES ARE GOVERNED BY EBIZID'S CERTIFICATE PRACTICE STATEMENT ("CPS") AS AMENDED FROM TIME TO TIME, AND WHICH IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT.
THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND EBIZID WITH RESPECT TO THE APPLICATION FOR, ACCEPTANCE OF, AND USE OF A CERTIFICATE AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THIS AGREEMENT.
This EBIZID Web Server Certificate Subscriber Agreement (the "Agreement") is made by and between EBIZID Inc. ("EBIZID") and you, a certificate applicant ("Subscriber") and governs Subscriber's application for, issuance and use of an EBIZID Web Server Certificate.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants set forth herein, and for other good and valuable mutual consideration, the receipt and sufficiency of which are hereby mutually acknowledged, EBIZID and Subscriber agree as follows:
1. Definitions. For the purposes of this Agreement, all capitalized terms used in this Agreement shall have the meaning ascribed to them in this Section 1 and elsewhere in this Agreement.
"Certificate" means a record that, at a minimum (a) identifies the Certification Authority issuing it, (b) names or otherwise identifies its Subscriber; (c) contains a Public Key that corresponds to a Private Key under the control of the Subscriber, (d) identifies its operational period, and (e) contains a Certificate serial number and is Digitally Signed by the issuing Certification Authority.
"Certification Authority" means an entity which issues Certificates and performs all of the functions associated with issuing such Certificates.
"Digital Signature" means a transformation of a message using an asymmetric crypto system such that a person having the initial message and the signer's Public Key can accurately determine whether the transformation was created using the Private Key that corresponds to the signer's Public Key and whether the message has been altered since the transformation was made.
"Digitally Signed" means the application of a Digital Signature to electronic data.
"Key Pair" means two mathematically related keys, having the following properties: (a) one key can be used to encrypt a message that can only be decrypted using the other key, and (b) even knowing one key, it is computationally infeasible to discover the other key.
"Public Key" means the key of a Key Pair used to verify a Digital Signature. The Public Key is made freely available to anyone who will receive digitally signed messages from the holder of the Key Pair. The Public Key is usually provided via a Certificate issued by a Certification Authority. A Public Key is used to verify the digital signature of a message purportedly sent by the holder of the corresponding Private Key.
"Private Key" means the key of a Key Pair used to create a Digital Signature. This key must be kept private.
"Subscriber" means a person or entity who (a) is the subject named or identified in a Certificate issued to such person or entity, (b) holds a Private Key that corresponds to a Public Key listed in that Certificate, and (c) the person or entity to whom Digitally Signed messages verified by reference to such Certificate are to be attributed.
"Trustworthy System" means computer hardware, software, and procedures that (a) are reasonably secure from intrusion and misuse, (b) provide a reasonable level of availability, reliability, and correct operation, (c) are reasonably suited to performing their intended functions, and (d) adhere to generally accepted security procedures.
2. Subscriber Obligations. In addition to complying with the terms of the CPS, Subscriber shall comply with each of the following obligations: (a) provide information on the Certificate application that is correct and accurate, (b) generate a Key Pair using a Trustworthy System; (c) use the Certificate exclusively for authorized and legal Public and Private Key operations consistent with this Agreement; (d) protect the confidentiality of the Private Key from unauthorized use, access or disclosure; (e) use the Certificate only in conjunction with properly licensed cryptographic software, (f) promptly request that EBIZID revoke the Certificate upon any change to the information on the Certificate or the Certificate application, including, but not limited to the change of the organization name or domain name registration of Subscriber, (g) promptly request that EBIZID revoke the Certificate upon any actual or suspected loss, disclosure, or other compromise of the Private Key. Any failure of Subscriber to comply with each of the obligations under this Section 2 shall be a material breach of the Agreement. Subscriber acknowledges the inherent possibility of the compromise of Subscriber's and/or another Subscriber's Private Key, which may or may not be detected, and the possible use of a stolen or compromised Private Key to forge Subscriber's or another Subscriber's Digital Signature.
3. EBIZID Services. Under this Agreement, EBIZID is a Certification Authority. EBIZID shall only issue a Certificate upon authenticating and validating the application and enrollment information of Subscriber according to the CPS. EBIZID, in its sole discretion, may refuse to issue a Certificate to any Subscriber. EBIZID shall, consistent with this Agreement and CPS, and to the extent necessary or applicable, (a) receive and process the Certificate application, (b) send an acknowledgment to Subscriber of either the approval or rejection of the Certificate application, (c) if the Certificate application is approved, issue a Certificate, (d) publish the Certificate, and (e) process all requests for Certificate revocation upon the receipt of an authenticated request from Subscriber. EBIZID shall have the right to revoke a Certificate upon (a) any change to the information on the Certificate or the Certificate application, including, but not limited to the change of the organization name or domain name registration of Subscriber or (b) any actual or suspected loss, disclosure, or other compromise of Subscriber's Private Key. Upon request, EBIZID shall use reasonable efforts to provide to all requesting parties, including entities or persons using or relying on a Certificate, information concerning the status of such Certificate.
4. Fees. Subscriber shall pay to EBIZID the applicable fees associated with the issuance of the Certificate upon the application therefore. REFUNDS - EBIZID will not issue refunds under any circumstances after a certificate has been issued due to the nature of the product that is sold which can not be physically removed, revoked or returned from the subscriber.
5. Confidentiality. EBIZID and Subscriber agree the information related to the Certificate or the use thereof may be confidential and proprietary information of the disclosing party (collectively "Confidential Information") and agree to use such Confidential Information only in connection with its obligations hereunder. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information that does not rise to the level of a trade secret. Notwithstanding the above, Subscriber hereby acknowledges and agrees that EBIZID (a) may publish or otherwise disclose the serial number and other information contained on the Certificate in connection with EBIZID's dissemination of Certificate status information; and (b) may collect information regarding the use of Certificates and disclose such information in its aggregated form.
6. Term and Termination.
6.1. Termination. The term of this Agreement shall begin on the date the Certificate application is submitted to EBIZID and shall terminate immediately upon the earlier of (a) one year after the issuance of the Certificate, (b) the revocation of the Certificate, (c) the rejection of the Certificate application, (d) thirty (30) days after receipt of notice by Subscriber from EBIZID regarding a breach by Subscriber of its obligations under this Agreement which remains uncured for such period of time, or (e) receipt of notice by EBIZID from Subscriber of its intent to terminate this Agreement.
6.2. Effect of Termination. Upon the termination of this Agreement for any reason, EBIZID shall revoke the Certificate. Upon the revocation of the Certificate for any reason, Subscriber shall have no right in and shall not use the Certificate in any manner. Notwithstanding the foregoing, any use of the Certificate prior to the revocation of the Certificate or termination of this Agreement shall not be affected thereby.
6.3. No Damages or Indemnification for Termination. Neither party shall be liable to the other party for any costs or damages of any kind, including direct, indirect, incidental special, multiple, punitive, exemplary or consequential damages, or for indemnification of the party, solely on account of the lawful termination of this Agreement, even if informed of the possibility of such damages.
7. Disclaimer of Warranties. EBIZID EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, WITH RESPECT TO THE SERVICES PROVIDED OR THE CERTIFICATE ISSUED HEREUNDER, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SERVICES OR CERTIFICATE, AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE OR COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EBIZID FURTHER DISCLAIMS AND MAKES NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, TO SUBSCRIBER OR ANY THIRD PARTY THAT (A) ANY SUBSCRIBER TO WHICH IT HAS ISSUED A CERTIFICATE IS IN THE FACT THE PERSON, ENTITY OR ORGANIZATION IT CLAIMS TO BE IN THE INFORMATION SUPPLIED TO EBIZID, (B) A SUBSCRIBER IS IN FACT THE PERSON, ENTITY OR ORGANIZATION LISTED IN A CERTIFICATE, OR (C) THAT THE INFORMATION CONTAINED IN THE CERTIFICATES OR IN ANY CERTIFICATE STATUS MECHANISM COMPILED, PUBLISHED OR OTHERWISE DISSEMINATED BY EBIZID, OR THE RESULTS OF ANY CRYPTOGRAPHIC METHOD IMPLEMENTED IN CONNECTION WITH THE CERTIFICATES IS ACCURATE, AUTHENTIC, COMPLETE OR RELIABLE.
8. Disclaimer of Damages and Limitations of Liability. In no event shall EBIZID be liable for any default or delay in the performance of its obligations hereunder to the extent and while such default or delay is caused, directly or indirectly, by electronic or communications failures fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States, strikes, lockouts, or labor difficulties or any other similar cause beyond the reasonable control of EBIZID. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF EBIZID TO SUBSCRIBER OR ANY THIRD PARTY FOR ALL CLAIMS RELATED TO THE USE OF OR RELIANCE ON A CERTIFICATE OR FOR THE SERVICES PROVIDED HEREUNDER INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO EBIZID UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO SUBSCRIBER BUT SHALL BE GIVEN EFFECT TO THE FULL EXTENT PERMITTED BY LAW.
9. Indemnification. The Subscriber hereby agrees to indemnify and hold EBIZID and its officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys' fees) arising out of or related to Subscriber's use of the Certificate.
10. Notices. Any notices between the parties shall be in physical or electronic writing. The parties shall send all notices by e-mail or first class mail, postage prepaid. Notices shall be effective upon receipt. EBIZID shall send notices to Subscriber at the e-mail and/or physical address provided in the Certificate application. Subscriber shall send notices in writing to the following address: EBIZID , 40 Washington Street, Suite 20, Wellesley Hills, MA 02481 USA.
11. No Other Rights. By virtue of this Agreement, Subscriber does not acquire any right, title or interest of any kind in or to any trademark, trade name, service mark, logo, patent, copyright, or other proprietary right of EBIZID.
12. Miscellaneous. Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by arbitration in Portland, Oregon, before and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award rendered in that arbitration will be binding on the parties hereto, and judgment upon the award can be entered by any court having jurisdiction thereof. This Agreement shall be governed and interpreted according to the internal laws of the State of Oregon, excluding choice of law provisions. For all disputes arising out of or related to this Agreement not covered by the Arbitration provision above, the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in McComb County, Michigan, United States of America. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement is sought. Notwithstanding termination of this Agreement, the following paragraphs shall survive, along with all definitions required thereby: Paragraphs 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, and 12. This Agreement shall not be assigned by Subscriber without prior written consent of EBIZID, and any attempt to assign any rights, duties, or obligations, which arise under this Agreement without such consent will be void. If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. EBIZID is not an agent, fiduciary, trustee, or other representative of Subscriber and the relationship between EBIZID and Subscriber is not that of an agent and a principal. Subscriber does not have any authority to bind EBIZID by contract or otherwise, to any obligation.
OTHER TERMS OF THE CONTRACT.
1. Description of the Service: The Service provides a dynamic icon on a page or pages of Subscriber's web site that are intended to confirm the identity of a page by comparing the URL of the page with the URL registered with EBIZID at enrollment. The Service also intends to provides validated business card information about Subscriber.
While the Service is intended to help provide information to viewers of Subscriber's web site that will help the viewers detect and avoid spoofing, hijacking, hacking, and similar misuse of Subscriber's web site pages, Subscriber acknowledges that EBIZID cannot prevent spoofing, hijacking, hacking, and similar misuse of its web site pages and that viewers may be misled under certain circumstances to believe that certain false pages or images are genuine pages from Subscriber's web site.
2. Enrollment for the Service. In order to obtain the Service, Subscriber agrees to complete EBIZID's enrollment form, including Subscriber contact information, domain name, server certificate information (if any), and URLs for each page of the owner's web site to be served by the Service. Subscriber warrants (1) the information it provides will be complete and accurate, (2) Subscriber has authority to provide the information and is not violating any privacy or confidentiality rules, regulations, or agreements, and (3) that EBIZID has permission to use this information in order to provide the Service.
During enrollment, EBIZID will authenticate the web site owner's identity and rights to the web site through a check against certain public records and other information sources according to the provisions of EBIZID's then-current Authentication Practices Statement (APS) as set forth at http://www.EBIZID.com/aps.html. Subscriber agrees EBIZID may refuse to provide the service if it is not satisfied as to the web site owner's identity and rights to the web site and may inform Subscriber (including Hosting Company, as applicable) of the reasons why. Subscriber agrees (1) EBIZID shall not be liable for any errors in this identity authentication process, and (2) that all parties who view the Service as provided at the web site pursuant to this agreement ("Relying Parties") will be bound by the terms of the then-current Relying Party Agreement as set forth at http://www.EBIZID.com/rpa.html.
Use of the Service requires that Subscriber provide EBIZID with an update from time to time of the URLs for the owner's web site pages, and Subscriber agrees to do so during the term of this Agreement via supplements to its enrollment form.
Secure Subscriber communications with EBIZID will be via user name and password. Subscriber agrees to keep its password secret, and EBIZID will not be liable in the event of any compromise or loss of secrecy of Subscriber's password.
3. Business or Commercial Use. Subscriber warrants that the owner's web site is established solely for business or commercial use only, and not for any personal or consumer use.
4. Termination: Subscriber may cancel the Service according to the terms of the agreement(s) or order form(s) agreed to by Subscriber. EBIZID may terminate the Service (a) upon instruction by Hosting Company, including notice by Hosting Company to EBIZID that the web site owner has cancelled or not paid for the Service in accordance with the agreement(s) or order form(s) between the web site owner and Hosting Company, or (b) upon 30 days notice of termination by Subscriber. All amounts due from Subscriber must be paid prior to termination of the Service. EBIZID shall not be obliged to retain any information provided by Subscriber after termination.
5. Software License and Rights: During the term of this Agreement, EBIZID grants Subscriber a non-transferable, nonexclusive license to use the Software, in object code form only, for its internal needs, and solely in conjunction with the Services. Subscriber agrees that it will not, directly or indirectly, copy the Software except as is necessary to install on Subscriber's web site. Subscriber agrees it will not (a) reverse engineer, de compile, disassemble, modify or otherwise attempt to derive source code from the Software; (b) sell, lease, license, transfer, give possession of, or sublicense the Software or the documentation to others; or (c) write or develop any derivative or other software programs based in whole or in part upon the Software.
6. Service Interruptions; System Damage. Subscriber agrees that EBIZID shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Service. Subscriber understands and agrees that occasional temporary interruptions of the Service may occur as normal events in the provision of the Service via the Internet. Subscriber agrees that EBIZID shall not be liable for any computer virus or security breach, including computer hacking or denial of service attack, that results in damage, destruction, alteration, or corruption of data on systems. EBIZID agrees to exercise reasonable care to prevent such occurrences; however, under no circumstances will EBIZID be held liable for any financial or other damages due to such interruptions. In no event shall EBIZID be liable to Subscriber or any other person for any special, incidental, consequential or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, loss of income or cost of replacement services.
7. Governing Law and Dispute Resolution Procedures. The enforceability, construction, interpretation, and validity of this Agreement and any resolution of any dispute concerning the Service shall be governed by the substantive laws of the State of Oregon, United States of America, excluding (i) the conflicts of law provisions thereof and (ii) the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising under, in connection with or relating to this Agreement or the Service shall be subject to and settled finally by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association (AAA). All arbitration proceedings shall be held in Detroit, Michigan, USA. There shall be one arbitrator appointed by the AAA who shall exhibit a reasonable familiarity with the issues involved or presented in such dispute, controversy or claim. The award of the arbitrator shall be binding and final upon all parties, and judgment on the award may be entered by any court having proper jurisdiction thereof. In any arbitration arising hereunder, each party to the preceding shall be responsible for its own costs incurred in connection with the arbitration proceedings.
8. Independent Contractor. The relationship of EBIZID and Subscriber under this Agreement is that of independent contractors and not partners, joint ventures, or co-owners as participants. Neither party has authority to contract for or bind the other.
9. Notices. Any notices between the parties shall be in physical or electronic writing. The parties shall send all notices by e-mail or first class mail, postage prepaid. Notices shall be effective upon receipt. EBIZID shall send notices to Subscriber at the e-mail and/or physical address provided in the enrollment form. EBIZID Security Services Notices, EBIZID may change its address for notice by means of posting its new address under 'Contact Us' at http://www.EBIZID.com.
10. Assignment. Subscriber may not assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be void and a default of this Agreement.
11. No Other Rights. By virtue of this Agreement, Subscriber does not acquire any right, title or interest of any kind in or to any trademark, trade name, service mark, logo, patent, copyright, or other proprietary right of EBIZID.
12. Compliance With Laws and Regulations. Subscriber acknowledges and agrees to use the Service in compliance with all applicable laws and regulations, including without limitation U.S. export laws and regulations. EBIZID may refuse to provide the Service if in the reasonable opinion of EBIZID such issuance or the continued use of the Service would violate applicable laws and regulations.
13. Limitation of Liability. EBIZID's liability (including, for purposes of this paragraph only, any of it employees, agents, or representatives), to Subscriber (either directly or as a third party defendant in any action or proceeding) for any claim arising out of or relating to this Agreement or the provision of the Service (including, without limitation maintenance and support) shall be limited to the amount of fees paid by Subscriber to EBIZID under this Agreement within one year preceding the date Subscriber contends its claim arose. In no event shall EBIZID be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory of liability. This limitation will apply even if EBIZID has been advised of, or is aware of, the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to Subscriber but shall be given effect to the full extent permitted by law.
14. Disclaimer of Warranties. EBIZID specifically disclaims all implied warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials by EBIZID, or information on EBIZID's web site, shall be for informational purposes only and, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guaranty of performance, or contractual obligations.
15. Indemnification. Subscriber hereby agrees to indemnify and hold EBIZID and its officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys' fees) arising out of or related to Subscriber's use of the Service.
RV 3.7 04-18-2012