SSL Certificates Reseller Agreement

Transcription

1 Added SSL Certificates Reseller Agreement 1. DEFINITIONS 1.1. "Certificate End Users" mean persns wh purchase Certificate Services frm Custmer r Certificate Resellers per this Agreement "Certificate Order Prcess" means the prcess f accessing the Getrust APIs supplied by Register.cm t enable the sale f Certificate Services t Certificate End Users "Certificate Resellers" mean Custmer's resellers wh agree t sell Certificate Services t Certificate End Users per this Agreement "Certificate Services" mean the QuickSSL TM, QuickSSL Premium TM, TrueBusinessID and TrueBusinessID Wildcard site services listed n Schedule A t this Agreement and such ther digital certificate services as ffered by Register.cm "Custmer's Web Site(s)" mean the Web sites n which Custmer will ffer Certificate Services fr sale. 1.6 "Licensed Sftware" means sftware and APIs prvided by Register.cm fr the Certificate Order Prcess "Referred User" means Certificate Resellers and Certificate End Users cllectively "Senir Management" means persns designated by Custmer as the senir management f the cmpany "Site Services Reseller Agreement" means this Agreement, lcated athttp:// "Subscriber Agreements" mean, in the case f QuickSSL TM, QuickSSL Premium TM, TrueBusinessID, TrueBusinessID Wildcard and TrueBusinessID with EV, the Subscriber Agreement, lcated at as amended frm time t time. 2. SCOPE OF SERVICES 2.1. Services Prvided by Register.cm. Register.cm shall distribute the Certificate Services, fr the fees set frth in Schedule A, t Custmer fr resale t Certificate End Users r t ther Certificate Resellers.

2 2.2. Sublicense. Register.cm grants t Custmer a license t market, sell, resell and distribute the Certificate Services t direct r indirect end users f Custmer's services accrding t the terms f this Agreement. In marketing, reselling r distributing the Certificate Services, Custmer (a) will nt make any representatins t Certificate End Users cncerning the Certificate Services that are incnsistent with this Agreement r the terms r cnditins f the Subscriber Agreement between GeTrust and each Certificate End User that subscribes t the Certificate Services; and (b) will cmply with all applicable laws and regulatins Limitatins n Use. Custmer will nt (a) make the Certificate Services available t any third party wh is nt a Certificate End User r prspective Certificate End User, (b) use r duplicate the Certificate Services except as permitted by this Agreement; fr example, Custmer may use Certificate Services nly fr the intended use such as applying SSL certificates t 1 server instead f using the same certificate n multiple servers, r (c) cause r permit the reverse engineering, disassembly, r decmpilatin f the Certificate Services Applicatin Prgramming Interface ("API") Integratin and Subscriber Agreement. Custmer shall cmplete the integratin f the Certificate Order Prcess within Custmer's Web Site within sixty (60) days f executin f this Agreement. Custmer and Custmer Resellers shall be able t purchase, renew, and manage the Certificate Services thrugh the Certificate Order Prcess. Prir t prcessing any rders fr Certificate Services, Custmer Resellers must agree t be bund by the terms f this Agreement (i.e., the Site Services Reseller Agreement). Prir t receiving Certificate Services, Certificate End Users must agree t be bund by the applicable Subscriber Agreement. Register.cm shall nt prvide Certificate Services t any Certificate End User wh has nt agreed t a Subscriber Agreement Referred User Supprt. Custmer shall be respnsible fr any actins it takes n behalf f Certificate Resellers and fr all initial custmer supprt f Certificate Resellers with respect t the Certificate Services. Custmer shall prvide supprt t Certificate Resellers and Certificate End Users during the Term thrugh and telephne, 365 days per year, t handle inquiries frm Certificate Resellers and Certificate End Users regarding the Certificate Services. In additin, all supprt must be prvided within twelve hurs f a Referred User's request and an escalatin path must be established fr prblems that cannt be slved

3 thrugh standard prcedures and/r channels. Custmer shall attempt t reslve all Referred User prblems befre cntacting Register.cm with requests fr assistance and nly Senir Managers f Custmer may cntact Register.cm with requests fr assistance. Register.cm shall have the right t terminate this Agreement if Custmer fails t prvide adequate Referred User supprt, as determined by Register.cm in its reasnable discretin Custmer Supprt. Subject t Sectin 2.3, Register.cm shall prvide reasnable supprt t Custmer, Certificate Resellers and Certificate Services End Users (excluding Certificate Services billing supprt) during the Term during nrmal business hurs (8am t 5pm ET within the United States Mnday thrugh Friday) t handle inquiries frm Custmer regarding the Certificate Services. 3. FEES AND PAYMENTS 3.1. Mnthly Fees. Custmer shall pay Register.cm the fees set frth in Schedule A. Custmer shall pre-pay fr all Services by depsiting an amunt mutually agreed upn by the Parties with Register.cm (the "Depsit Amunt"). Custmer acknwledges and agrees that the fees fr the Services will be debited frm the Depsit Amunt n a regular basis. Custmer may pay the Depsit Amunt by credit card using Dmain Manager r by sending a check r wire payment t Register.cm. Check payments shuld be mailed t: Register.cm, Inc.; General Pst Office; P.O. Bx 27335; New Yrk, NY Custmer acknwledges that any check r wire payment will require a manual prcessing perid f up t ten (10) days befre such funds will be available in the Depsit Amunt. Custmer acknwledges that rders fr Services will nt be prcessed if the fees fr the Services exceed the amunt f the Depsit Amunt. Custmer acknwledges it is Custmer's bligatin t mnitr the Depsit Amunt and replenish the Depsit Amunt accrdingly. Within ninety (90) days fllwing the terminatin f this Agreement, any funds in the Depsit Amunt in excess f the amunts wed will be returned t Custmer Reasnable Assurance f Payment. In the event that payment is nt received under the terms f Sectin 3.1, Register.cm reserves the right t apply any and all unpaid cmmissins t the utstanding balance fifteen (15) days after the Due Date, as well as terminate this Agreement if said balance is nt satisfied within fifteen (15) days after the Due Date User Billing and Cllectin. Custmer shall be slely respnsible fr prcessing all billing fr

4 Certificate Services fr Certificate End Users and fr any cllectin effrts relating theret. Custmer shall accept sle liability fr any fraud, chargebacks r nnpayment by Certificate End Users Audit Rights. Custmer agrees t make and t maintain until the expiratin f tw (2) years after the year t which such recrds pertain, sufficient bks, recrds and accunts relating t all payments t be made pursuant t this Agreement. Register.cm will have the right, exercisable nt mre than twice every twelve (12) mnths, t appint an independent certified public accuntant, at its wn expense, t inspect upn reasnable ntice and during nrmal business hurs, Custmer's relevant recrds t verify the accuracy f payments made under the terms f this Agreement. If any such examinatin disclses a shrtfall, Custmer shall reimburse Register.cm fr the full amunt f such shrtfall. If there is a shrtfall f mre than five percent (5%) in the payments due hereunder, Custmer shall als pay the reasnable csts f such audit. 4. TERM AND TERMINATION 4.1. Term. The term f this Agreement shall cmmence as f the date f executin heref and shall cntinue fr a perid f tw (2) years (the "Term") frm the date that Custmer sells its first Certificate Service (the "Launch Date") r until terminated as prvided in Sectins 2.3, 3.2, 4.1, r 4.2. The Term shall be extended fr additinal, cnsecutive ne (1) year perids, unless either party gives the ther written ntice f terminatin at least sixty (60) days prir t the expiratin f the then current term Terminatin. Either party may terminate this Agreement if the ther party materially breaches its bligatins hereunder and such breach remains uncured fr thirty (30) days fllwing written ntice f the breach given t the breaching party Effect f Terminatin. In the event f terminatin f this Agreement fr any reasn, all terms f this Agreement, which by their nature extend beynd its terminatin shall remain in effect until fulfilled, and apply t respective successrs and assigns. Neither party shall be liable t the ther fr damages f any srt resulting slely frm terminating this Agreement in accrdance with its terms. 5. CERTIFICATE SERVICES ADVERTISING

5 5.1. Prmtin and Marketing. Custmer will advertise Register.cm as the default premium Certificate Services prvider n Custmer's Web Sites. 6. USE OF MARKS AND OWNERSHIP 6.1. User Infrmatin. Subject t the limitatins stated in this Agreement, Register.cm and Custmer shall jintly wn all rights in the Certificate End User infrmatin supplied during the Certificate Service applicatin prcess and cllected by the parties during the Term, and shall have the right t make any legal use f such infrmatin. The parties shall cmply with the terms f their respective privacy plicies regarding infrmatin cllected in cnnectin with this Agreement Use f Service Marks. Register.cm hereby grants t Custmer and Custmer accepts a limited, nn-exclusive, revcable, nn-transferable, nn-sublicensable right during the Term t use, display, transmit, distribute and reprduce the QuickSSL TM, QuickSSL Premium TM, TrueBusinessID and Register.cm trademark(s) (cllectively, the "Service Marks"), n Custmer's Websites slely fr the purpse f labeling, and prviding infrmatin abut, the Certificate Services. Custmer acknwledges it des nt wn the Service Marks. 7. NON-SOLICITATION 7.1. Custmer shall nt slicit any Certificate Resellers r Certificate End Users that have established an accunt with Register.cm pursuant t this Agreement t switch t a different digital certificate service prvider fr a perid f twelve (12) mnths after expiratin f this Agreement. 8. CONFIDENTIALITY 8.1. Nn-Disclsure. The parties agree and acknwledge that, as a result f negtiating, entering int and perfrming this Agreement, each party has and will have access t certain f the ther party's Cnfidential Infrmatin (as defined belw). Each party als understands and agrees that misuse and/r disclsure f that infrmatin culd adversely affect the ther party's business. Accrdingly, the parties agree that, during the Term f this Agreement and fr a perid f three (3) years thereafter, each party shall (a) use and reprduce the ther party's Cnfidential Infrmatin nly fr the purpses f this Agreement and nly t the extent necessary fr such purpse; (b) restrict disclsure f the ther party's Cnfidential Infrmatin t its emplyees, cnsultants r

6 independent cntractrs with a need t knw and (c) nt disclse the ther party's Cnfidential Infrmatin t any third party withut prir written apprval f the ther party. Ntwithstanding the freging, it shall nt be a breach f this Agreement fr either party t disclse Cnfidential Infrmatin f the third party if required t d s under law r in a judicial r ther gvernmental investigatin r prceeding, prvided the ther party has been given prir ntice and the disclsing party has sught all reasnably available safeguards against widespread disseminatin prir t such disclsure Cnfidential Infrmatin Defined. As used in this Agreement, the term "Cnfidential Infrmatin" refers t: i. the terms and cnditins f this Agreement; ii. each party's trade secrets, current r future business plans, strategies, pprtunities, methds and/r practices; and iii. ther infrmatin relating t either party that is nt generally knwn t the public, including infrmatin abut either party's persnnel, custmers, designs, prtcls, knw-hw, prcesses, csts, prices, finances and research and develpment. Each party agrees that the Referred User data cllected and aggregated by the ther party is Cnfidential Infrmatin f such ther party. In additin, each party agrees that all prcesses and prtcls prvided by the ther party hereunder are Cnfidential Infrmatin f such ther party. It is further understd and agreed that fr purpses f this Agreement, "Cnfidential Infrmatin" shall include the Licensed Sftware, all mdificatins, enhancements, upgrades and imprvements theret and all specificatins, prgrams, surce cde, bject cde, dcumentatin, diagrams and ther materials f any type whatsever (tangible r intangible and machine readable r human readable) cntained r revealed in any f the freging. Ntwithstanding the freging, the term "Cnfidential Infrmatin" specifically excludes (a) infrmatin that is nw in the public dmain r subsequently enters the public dmain by publicatin r therwise thrugh n actin r fault f the ther party; (b) infrmatin that is knwn t either party withut restrictin, prir t receipt frm the ther party under this Agreement, frm its wn independent surces as evidenced by such party's written recrds, and which was nt acquired, directly r indirectly, frm the ther party; (c) infrmatin that either party receives frm any third party reasnably knwn by such receiving party t have a legal right t transmit such infrmatin, and nt under any bligatin t keep such infrmatin cnfidential; and (d) infrmatin independently develped by either party's emplyees r agents prvided that either party can shw that thse same emplyees r agents had n access t the Cnfidential Infrmatin received hereunder.

7 9. FORCE MAJEURE 9.1. In the event that either party is prevented frm perfrming, r is unable t perfrm, any f its bligatins under this Agreement due t any cause beynd the reasnable cntrl f the party invking the prvisin, the affected party's perfrmance (except fr any payment bligatins) shall be excused and the time fr perfrmance shall be extended fr the perid f delay r inability t perfrm due t such ccurrence. 10. ADDITIONAL REPRESENTATIONS AND WARRANTIES Except as expressly authrized by this Agreement, Custmer shall nt make any representatins r warranties regarding the Certificate Services. Each party represents and warrants that it has the right t enter int this Agreement, t grant the rights granted hereunder and that its entry int this Agreement des nt and will nt vilate its bligatins t any third party. In additin, each party represents and warrants that its signatry t this Agreement is duly authrized t bind it and that, upn executin by bth parties, this Agreement shall be valid and binding upn it. Custmer further represents and warrants that if it acts as an agent n behalf f Custmer Resellers, it is duly authrized t d s. 11. LIMITATION OF LIABILITY EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS WEB SITE(S), THE RELIABILITY, SECURITY, CONTINUATION OR SUCCESS THEREOF, THE MATERIALS CONTAINED THEREIN, THE SERVERS USED OR THE GOODS OR SERVICES OFFERED BY EITHER PARTY AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM SUCH PARTY'S PERFORMANCE OR NON- PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY'S SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN

8 12. INDEMNITY NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF THE AMOUNT PAYABLE TO REGISTER.COM UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, HOWEVER, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A) WILLFUL AND MALICIOUS MISCONDUCT; (B) INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER Indemnificatin. Each party (the "Indemnifying Party") shall, at its wn expense, indemnify, defend and hld the ther party and its directrs, fficers, emplyees, representatives, subsidiaries and affiliates, harmless against any third party claims, suits, actins r prceedings based n r arising frm the Indemnifying Party's: breach f the terms f this Agreement; vilatin f a third party's intellectual prperty r ther legal rights; vilatin f any law; r breach f a representatin r warranty hereunder Settlement. Neither party shall, withut prir written cnsent f the ther party, settle, cmprmise r cnsent t the entry f any judgment with respect t any pending r threatened claim unless the settlement, cmprmise r cnsent prvides fr and includes an express, uncnditinal release f all claims, damages, liabilities, csts and expenses, including reasnable legal fees and expenses, against the indemnified party. 13. NOTIFICATION Any ntice required t be given hereunder shall be given in writing and delivered persnally r by Federal Express r ther recgnized vernight delivery service t each f the parties at their respective addresses herein abve set frth r at such ther addresses as any party may hereafter ntify the ther f in such manner T Register.cm: Register.cm 575 8th Avenue, 11th Flr New Yrk, NY Attn: Rni Jacbsn, Esq., General Cunsel T Custmer: As listed n first page. 14. RELATIONSHIP OF THE PARTIES Except as a party may be specifically authrized in writing by the ther, nthing herein cntained shall be cnstrued as authrizing a party t bind the ther in any way nr as cnstituting a party an agent r representative f the ther.

9 15. TAXES Each party shall be respnsible fr and pay its wn imprt duties, levies r impsts, value added, sales taxes, use taxes and any ther taxes impsed by any jurisdictin as a result f (a) entry int this Agreement (b) the perfrmance f any f the prvisins f this Agreement r (c) the transfer f any prperty, rights r any ther grant hereunder. 16. GOVERNING LAW This Agreement shall be gverned by the laws f the State f New Yrk, USA, withut regard t its cnflicts f laws rules, and bth Custmer and Register.cm cnsent t the exclusive jurisdictin and venue in any and all disputes hereunder in the state r federal curts f New Yrk Cunty, New Yrk. 17. ASSIGNMENT Neither party may assign this Agreement, r any f its rights, interests r bligatins, hereunder, withut the prir written apprval f the ther party, which apprval shall nt be unreasnably withheld, prvided hwever that either party shall have the right t assign its rights and bligatins hereunder withut cnsent f the ther party t a party which acquires the assignr by merger r sale, r which acquires all r substantially f the assignr's stck r assets r which cntrls, is cntrlled by, r is under the cmmn cntrl with the assignr. All f the terms f this Agreement shall be binding upn and inure t the benefit f the parties heret and their respective successrs and assigns. 18. NO WAIVER; COUNTERPARTS; ACCEPTANCE BY FAX The failure f a party t exercise a right under this Agreement shall in n way cnstitute a waiver f such right. This Agreement may be signed in cunterparts, which tgether shall cnstitute a binding Agreement. This Agreement may be accepted by facsimile. 19. ENTIRETY This Agreement shall nt be effective until signed by bth parties. This Agreement cnstitutes the entire Agreement between the parties with respect t the Certificate Services and all ther subject matter heref and supersedes all prir cmmunicatins. This Agreement shall nt be mdified except by written agreement dated subsequent t the date f this Agreement and signed n behalf f Register.cm and Custmer by their respective duly authrized representatives.

10 IN WITNESS WHEREOF, the parties have caused this Agreement t be duly executed as f the date first abve written. SCHEDULE A - Services and Pricing Fee Schedule fr Digital Certificates: Registratins and Renewals Fee/year Rapid SSL $34.95 Quick SSL $ QuickSSL Premium $ TrueBusinessID $ TrueBusinessID Wildcard EV Certificate $699.00