This Sectigo Certificate Subscriber Agreement (this “Agreement”) is between the individual
or legal entity identified on the issued Certificate(s) resulting from this
Agreement (“Subscriber”) and Sectigo
Limited, a limited company formed under the laws of England and Wales with
registered offices at 26 Office Village,
3rd Floor, Exchange Quay, Trafford Road, Salford,
Manchester M5 3EQ, United Kingdom and registered number 04058690 (“Sectigo”).
This Agreement governs Subscriber’s application for and use of a Certificate
issued from Sectigo. Subscriber and Sectigo agree as follows:
1.1.
“Application Software Suppliers” means a
developer of Internet browser software or other software that displays or uses Sectigo’s
Certificates and distributes Sectigo’s root Certificates, such as Google Inc.,
Microsoft Corporation, Mozilla Foundation, and Opera Software ASA.
1.2.
“Certificate” means a digitally signed electronic data file issued by Sectigo to
a person or entity seeking to conduct business over a communications network
which contains the identity of the person authorized to use the Digital
Signature, a copy of their Public Key, a serial number, a time period during
which the data file may be used, and a Digital Signature issued by Sectigo.
1.3.
“Certificate Approver” means a natural
person who is either Subscriber, employed by Subscriber, or an authorized agent
who has express authority to represent Subscriber to (i) act as a Certificate
Requester and to authorize other employees or third parties to act as a
Certificate Requester, and (ii) to approve Certificate Requests for EV
Certificates submitted by other Certificate Requesters.
1.4.
“Certificate Requester” means a natural
person who is either the Subscriber, employed by the Subscriber, an authorized
agent who has express authority to represent the Subscriber, or a third party
(such as an ISP or hosting company) that completes and submits a Certificate
Request for an EV Certificate on behalf of Subscriber.
1.5.
“CPS” refers to the documents explaining Sectigo’s policies and
procedures when operating its PKI infrastructure.
1.6.
“Confidential Information” means all material, data, systems,
technical operations, and other information concerning Sectigo’s business
operations that is not known to the general public,
including all information about the Certificate issuance services (such as all
Private Keys, personal identification numbers and passwords).
1.7.
“Client Certificate” means a Certificate
that is validated by Subscriber and provided by Sectigo that both (i) encrypts
and adds a Digital Signature to emails sent by Subscriber or its employees,
agents, or contractors and (ii) can be used by employees, agents, or
contractors of Subscriber to authenticate access to Subscriber’s secure
domains.
1.8.
“Digital Signature” means an encrypted
electronic data file which may be attached to or logically associated with
other electronic data and which identifies and is uniquely linked to the
signatory of the electronic data, is created using the signatory's Private Key
and is linked in a way so as to make any subsequent
changes to the electronic data detectable.
1.9.
“DV Certificate” means a Certificate
that is validated by confirming the domain name listed in the Certificate.
1.10.
“EV Certificate” means a Certificate signed to Sectigo’s EV root certificate and
that complies with the EV Guidelines.
1.11.
“EV Guidelines” refers to the official, adopted guidelines governing EV
Certificates as established by the CA/Browser Forum that are available online
at http://www.cabforum.org.
1.12.
“OV Certificate” means a Certificate
that is validated by confirming the existence of the entity named in the
Certificate and the domain name listed in the Certificate.
1.13.
“Privacy Policy” means Sectigo’s
policies and practices about information privacy accessible via the website: https://sectigo.com/privacy-policy.
1.14.
“Private Key” means a confidential encrypted electronic data file designed to
interface with a Public Key using the same encryption algorithm and which may
be used to create Digital Signatures, and decrypt files or messages which have
been encrypted with a Public Key.
1.15.
“Public Key” means a publicly available encrypted electronic data file designed
to interface with a Private Key using the same encryption algorithm and which
may be used to verify Digital Signatures and encrypt files or messages.
1.16.
“Relying Party” means an entity, other than Subscriber, that acts in reliance on a
Certificate or a Digital Signature.
1.17.
“Relying Party Agreement” refers to an agreement located on the Sectigo
Repository that governs a Relying Party’s use of the Certificate when
transacting business with the Subscriber’s website.
1.18.
“Relying Party Warranty” refers to a warranty offered by Sectigo
to a Relying Party under the terms and conditions found in the Sectigo Relying
Party Agreement in connection with the Relying Party’s use of a Certificate.
1.19.
“Repository” means a publicly available collection of information and databases
relating to Sectigo’s Certificate practices and which is available at https://sectigo.com/legal.
1.20.
“Services” means the Certificates ordered hereunder along with any related
TrustLogos and/or Sectigo software, and documentation.
1.21.
“TrustLogo” means a logo provided by Sectigo for use on a Subscriber’s site in
connection with an issued Certificate.
2.
Subscription Service and Products.
2.1.
Request. When applying
for a Certificate, Subscriber shall submit a certificate request in a form
specified by Sectigo for each ordered Certificate (“Certificate Request”). Forms
for a Certificate Request are available on Sectigo’s website and may be
completed electronically.
2.2.
Appointment. When submitting a Certificate Request for an EV
Certificate, Subscriber shall designate, and thereby appoint, a Certificate
Requester and Certificate Approver. Subscriber shall provide each natural
person to be designated a Certificate Requester or Certificate Approver a copy of, or an opportunity to review, this Agreement
and the Privacy Policy prior to such appointment. Unless such appointment is
revoked by Subscriber sending notice to Sectigo, such appointment lasts for the
duration of this Agreement.
2.3.
Validation. Upon Sectigo’s acceptance of Subscriber’s Certificate
Request, Sectigo shall attempt to validate the information provided in
accordance with the Sectigo CPS, industry standards and, for EV Certificates,
the EV Guidelines. If Sectigo chooses to accept the application and can
validate Subscriber to Sectigo’s satisfaction, Sectigo shall issue the ordered
Certificate(s) to Subscriber. Sectigo may reject a Certificate Request and
refuse to issue any ordered Certificate in its sole discretion.
2.4.
Multiple
Certificates. This Agreement applies
to multiple future Certificate Requests and any resulting Certificates,
regardless of when the Certificate is requested or issued.
2.5.
License. Subject to the terms and conditions stated herein,
after issuance of a Certificate, Sectigo grants Subscriber a revocable,
non-exclusive, non- transferable license to use the issued Certificate (i) on
the server hosting the domain name(s) listed in the Certificate if the
Certificate is a DV Certificate, OV Certificate, or EV Certificate, or (ii) for
purposes of encrypting email messages, if the Certificate is a Client
Certificate, until the earlier of expiration or revocation of the Certificate.
All rights not expressly granted herein to Subscriber are reserved to Sectigo.
2.6.
TrustLogos. To the extent included with the purchased Services, Sectigo
grants Subscriber a license to display purchased TrustLogos on domain(s)
secured by a Sectigo Certificate. When revoking a Certificate, Sectigo may also
revoke any TrustLogos issued to the same site. Subscriber shall not modify a
TrustLogo in any manner. Subscriber shall not display or use a TrustLogo 1) to
represent that Sectigo guarantees any non-Sectigo products or services, 2) on a
site that is misleading, defamatory, libelous, disparaging, obscene or
otherwise objectionable to Sectigo, or 3) in a way that harms Sectigo’s rights
to its trademarks or harms Sectigo’s business reputation.
3.
Subscriber Responsibilities and Obligations.
3.1.
Subscriber Obligations. Subscriber shall:
(i) provide accurate and complete
information at all times to Sectigo
in the Certificate request and as otherwise requested in connection with the
issuance of Certificates;
(ii) install and use each Certificate 1) only on domains
owned or controlled by Subscriber and 2) only on the server(s) accessible at
the domain name listed in the Certificate if the Certificate is a DV
Certificate, OV Certificate, or EV Certificate;
(iii) use the Certificates only for the purposes listed in
the Sectigo CPS;
(iv) review and verify the accuracy of the data in each
Certificate prior to installing and using the Certificate, and immediately
inform Sectigo if any data listed in a Certificate changes or ceases to be
accurate;
(v) be responsible, at Subscriber’s expense, for 1) all
computers, telecommunication equipment, software, access to the Internet, and
communications networks (if any) required to use the Certificates, 2)
Subscriber’s conduct and its website maintenance, operation, development, and
content;
(vi) promptly inform Sectigo if Subscriber becomes aware of
any misuse of the Certificates and assist Sectigo in preventing, curing, and
rectifying any misuse;
(vii) take all reasonable measures to assure control of, keep
confidential, and properly protect at all times the Private
Key that corresponds to the Public Key to be included in a Certificate;
(viii) immediately cease using a Certificate and the related
Private Key and request revocation of the Certificate if 1) any information in
the Certificate is or becomes incorrect or inaccurate, or 2) there is any
actual or suspected misuse or compromise of the Private Key associated with the
Certificate;
(ix) cease all use of the Certificate and its Private Key
upon expiration or revocation of the Certificate;
(x) comply with all regulations, policies, and procedures
of its networks while using Certificates,
(xi) obtain and keep in force any consent, authorization,
permission or license that may be required for Subscriber’s lawful use of the
Certificates; and
(xii) abide by all applicable laws, rules, regulations, and
guidelines when using a Certificate.
3.2.
Restrictions. Subscriber shall not:
(i) impersonate or misrepresent Subscriber’s affiliation
with any entity,
(ii) modify, license, create a derivative work of, or
transfer any Certificate (except as required to use the Certificate) or Private
Key;
(iii) install or use an issued Certificate until after
Subscriber has reviewed and verified the Certificate data’s accuracy;
(iv) upload or distribute any files or software that may
damage the operation of another’s computer,
(v) use the Services to 1) engage in conduct that is
offensive, abusive, contrary to public morality, indecent, defamatory, obscene,
or menacing, 2) breach the confidence of a third party, 3) cause Sectigo or a
third party distress, annoyance, denial of any service, disruption or
inconvenience, 4) send or receive unsolicited bulk correspondence or 5) create
a Private Key that is substantially similar to a Sectigo or third party’s
Private Key, and/or
(vi) make representations regarding the Service to any third
party except as agreed to in writing by Sectigo.
4.
Revocation.
4.1.
Sectigo may revoke
a Certificate if Sectigo believes or has reason to believe that:
(i)
Subscriber
requested revocation of the Certificate;
(ii)
Subscriber did not
authorize the Certificate Request and has not retroactively granted
authorization;
(iii)
Subscriber
breached the terms of this Agreement;
(iv)
the Private Key
corresponding to the Public Key in the Certificate has been disclosed,
compromised, or no longer complies with industry standards;
(v)
the Private Key of
the subordinate Certificate used to issue the Certificate has been compromised
or no longer complies with industry standards;
(vi)
the Certificate
has been 1) misused, 2) used contrary to law, rule, regulation, or industry
standard or 3) used, directly or indirectly, for illegal or fraudulent
purposes;
(vii)
information in the
Certificate is inaccurate or misleading,
(viii)
the technical
content or the format of the Certificate presents an unacceptable risk, in Sectigo’s
opinion, to Application Software Suppliers or Relying Parties;
(ix)
for EV
Certificates, Subscriber loses exclusive control over a domain name listed in
the Certificate;
(x)
the Certificate
was not issued or used in accordance with Sectigo’s CPS, industry standards,
or, for EV Certificates, the EV Guidelines;
(xi)
Sectigo 1) ceased
operations or 2) is no longer allowed to issue the Certificate, and no other
certificate authority has agreed to provide revocation support for the
Certificate;
(xii)
for wildcard
Certificates, the Certificate has been used to authenticate a fraudulently
misleading subordinate fully-qualified domain name;
(xiii)
Subscriber is
added as a denied party or prohibited person to a blacklist, or is operating
from a prohibited destination under the laws of Sectigo’s jurisdiction of
operation;
(xiv)
the Certificate
was issued to publishers of malicious software;
(xv)
Sectigo’s CPS
authorizes revocation of the Certificate; or
(xvi)
the Certificate,
if not revoked, will compromise the trust status of Sectigo.
4.2.
After revoking a
Certificate, Sectigo may, in its sole discretion, reissue the Certificate to
Subscriber and/or terminate this Agreement.
5.
Payment.
5.1.
Payment. Subscriber shall pay all applicable fees for the
Certificate before the Certificate is issued. Certificate fees are provided to
Subscriber during the application process. All payments are non- refundable,
except that the Certificate’s seller will refund a payment if, before twenty
(20) business days after the Certificate’s issuance, the Subscriber has 1) not
used the Certificate, and 2) made a written request to Sectigo for the
Certificate’s revocation.
5.2.
Taxes. All amounts payable by Subscriber under this
Agreement are net amounts and are payable in full, without deduction for taxes
or duties of any kind. Subscriber will be responsible for, and will promptly
pay, all required taxes and duties of any kind (including, but not limited to,
sales, use and withholding taxes) associated with this Agreement, except for
taxes based on Sectigo’s net income. If Sectigo is required to collect, or
pays on Subscriber’s behalf, any taxes or duties for which Subscriber is
responsible, then Subscriber will pay or reimburse Sectigo,
as the case may be, for all such amounts.
6.1.
Term. Unless otherwise terminated as allowed herein, this
Agreement is effective upon Subscriber’s acceptance and lasts for as long as a
Certificate issued under this Agreement is valid.
6.2.
Termination. Either party may terminate this Agreement with twenty
(20) business days’ notice for convenience. Sectigo may terminate this
Agreement immediately without notice if
(i) Subscriber materially breaches this Agreement,
(ii) if Sectigo revokes a Certificate as allowed herein,
(iii) if Sectigo rejects Subscriber’s initial Certificate Request,
(iv) Sectigo cannot satisfactorily validate Subscriber in
accordance with section 2.3, or
(v) if industry standards change in a way that affects the
validity of the Certificates ordered by Subscriber.
6.3.
Events Upon
Termination. After termination, Sectigo
may revoke any other Certificates issued to Subscriber without further notice.
Subscriber shall pay any amounts still owed for the Certificates. Sectigo is
not obligated to refund any payment made by Subscriber upon termination of this
Agreement.
7.1.
Sectigo IP
Rights. Sectigo retains, and
Subscriber shall not obtain or claim, all title, interest, and ownership rights
in:
(i) the Services, including issued Certificates,
(ii) all copies or derivative works of the Services,
regardless of who produced, requested, or suggested the copy or derivative
work,
(iii) all documentation and materials provided by Sectigo,
and
(iv) all of Sectigo’s copyrights, patent rights, trade secret
rights and other proprietary rights.
7.2.
Trademarks. Subscriber shall not use a Sectigo trademark without Sectigo’s
written consent. Sectigo consents to use of trademarks in connection with
purchased TrustLogos.
7.3.
Subscriber IP. Subscriber grants Sectigo a worldwide, non-exclusive,
non-sublicensable right, to use any Subscriber trademark, service mark or
tradename, to perform its obligations under this Agreement, and to identify
Subscriber in Sectigo’s customer lists and other marketing and promotional
materials and communications referencing Subscriber as a customer of Sectigo.
8.
Confidentiality.
8.1.
Except as allowed
herein, a party (“Receiving Party”)
shall not use or disclose any Confidential Information provided by the other
party (the “Disclosing Party”) other
than for the purpose of performing its obligations
under this Agreement. The Receiving Party shall take reasonable measures to
prevent unauthorized disclosure and shall ensure that any person receiving
Confidential Information complies with the restrictions in this section. The
Receiving Party may disclose Confidential Information if the information:
(i) is already possessed by the Receiving Party before
receipt from the Disclosing Party;
(ii) is or becomes public domain without fault of the
Receiving Party;
(iii) is received by the Receiving Party from a third party
who is not under an obligation of confidentiality or a restriction on the use
and disclosure of the information,
(iv) is disclosed in response to the requirements of a law,
governmental order, regulation, or legal process and the Receiving Party first
gives prior notice to the Disclosing Party of the requirement to disclose the
information, or
(v) is disclosed under operation of law to the public
without a duty of confidentiality.
8.2.
A party asserting
one of the exceptions to Confidential Information above shall prove the
assertion using verifiable documentary evidence. The confidentiality
obligations contained in this section apply for the duration of this Agreement
plus five years after its termination; provided, however, with respect to
Confidential Information that constitutes a trade secret, for as long as that
Confidential Information remains a trade secret.
9.
Privacy and Data Protection.
9.1.
Privacy Policy. Sectigo shall follow its Privacy Policy when processing
Subscriber’s information. Sectigo may amend its Privacy Policy at any time in
accordance with the process outlined therein. Subject to Section 9.2, Sectigo
shall use reasonable efforts in protecting Subscriber’s information. Subscriber
acknowledges that risks remain that are beyond Sectigo’s reasonable control and
waives all liability of Sectigo for these risks.
9.2.
Disclosures. Subscriber acknowledges and understands that (i)
issued Certificates are embedded with information about Subscriber (such as
Subscriber’s domain name, jurisdiction of incorporation, or email address),
which varies depending on the type Certificate ordered by Subscriber, (ii)
issued Certificates may be logged in publicly-accessible Certificate
transparency databases for purposes of detecting and preventing phishing
attacks and other forms of fraud, and (iii) Certificates logged in
publicly-accessible Certificate transparency databases cannot be removed.
9.3.
Retention. Information provided by Subscriber for the validation
of a Certificate shall be retained by Sectigo in accordance with the CPS and
industry standards for not less than seven (7) years, or as necessary to comply
with applicable laws. The retention period shall begin on the date of the
rejection, expiration, or revocation of a Certificate. Copies of Certificates
are held, regardless of their status, whether valid, expired, or revoked.
10.1.
Indemnification. Subscriber shall indemnify Sectigo and its affiliates
and their respective directors, officers, employees, and agents (each an “Indemnified Person”) against all
liabilities, losses, expenses, or costs (including reasonable attorney’s fees)
that, directly or indirectly, are based on Subscriber’s breach of this
Agreement, information provided by Subscriber, or Subscriber’s or its customers’
infringement on the rights of a third party.
10.2.
Indemnification
Procedure. Sectigo shall notify
Subscriber promptly of any demand for indemnification. However, Sectigo’s
failure to notify will not relieve Subscriber from its indemnification
obligations except to the extent that the failure to provide timely notice
materially prejudices Subscriber. Subscriber may assume the defense of any
action, suit, or proceeding giving rise to an indemnification obligation unless
assuming the defense would result in potential conflicting interests as
determined by the Indemnified Person in good faith. Subscriber may not settle
any claim, action, suit or proceeding related to this Agreement unless the
settlement also includes an unconditional release of all Indemnified Persons
from liability.
10.3.
Additional
Liability. The indemnification
obligations of Subscriber are not Sectigo’s sole remedy for Subscriber’s breach
and are in addition to any other remedies Sectigo may have against Subscriber
under this Agreement. Subscriber’s indemnification obligations survive the
termination of this Agreement.
11.
Warranties and Representations. Subscriber represents
and warrants that:
(i)
the subject named
in each ordered EV Certificate has exclusive control of the domain name(s)
listed in such Certificate;
(ii)
Subscriber has all
necessary consents to appoint each Certificate Requester and Certificate
Approver, and that each Certificate Requester and Certificate Approver has been
provided a copy of, or an opportunity to review, this Agreement and Sectigo’s
Privacy Policy;
(iii)
Subscriber has
full power and authority to enter into this Agreement and perform its
obligations hereunder; and
(iv)
for EV
Certificates, the individual accepting this Agreement is expressly authorized
by Subscriber to sign this Agreement for Subscriber.
12.2.
Exclusion of
Warranties. THE SERVICES ARE PROVIDED
“AS IS” AND “AS AVAILABLE”. SECTIGO EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS
WARRANTIES IN THE SERVICES. THIS DISCLAIMER INCLUDES ALL WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND IS
EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. SECTIGO DOES NOT GUARANTEE THAT
1) THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS OR 2) THAT
ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
12.3.
Limitation on
Liability. SUBJECT TO SECTION 12.4,
THE TOTAL LIABILITY OF SECTIGO AND ITS AFFILIATES, AND EACH OF THEIR OFFICERS,
DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS, RESULTING FROM OR CONNECTED TO
THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY SUBSCRIBER FOR THE SERVICES
GIVING RISE TO THE LIABILITY. SUBSCRIBER WAIVES ALL LIABILITY FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS WAIVER INCLUDES ALL DAMAGES
FOR LOST PROFITS, REVENUE, USE, OR DATA AND APPLIES EVEN IF SECTIGO IS AWARE OF
THE POSSIBILITY OF SUCH DAMAGES. These limitations apply to the maximum extent
permitted by law regardless of 1) the reason for or nature of the liability,
including tort claims, 2) the number of any claims, 3) the extent or nature of
the damages, and 4) whether any other provisions of this Agreement have been
breached or proven ineffective.
12.4.
Exception. Nothing in this Agreement excludes or limits the
liability of either party for death or personal injury resulting from the
negligence of that party or for any statements made fraudulently by either
party.
13.1.
Relationship of
the Parties. The status of a
party under this Agreement shall be that of an independent contractor. Nothing
contained in this Agreement shall be construed as creating a partnership, joint
venture or agency relationship between the parties or, except as otherwise
expressly provided in this Agreement, as granting either party the authority to
bind or contract any obligation in the name of or on the account of the other
party or to make any statements, representations, warranties or commitments on
behalf of the other party. All persons employed by a party shall be employees
of such party and not of the other party and all costs and obligations incurred
by reason of any such employment shall be for the account and expense of such
party.
13.2.
Force Majeure and
Internet Frailties. Other than for
payment obligations by Subscriber, neither party will be liable for a delay or
failure to perform an obligation to the extent that the delay or failure is
caused by an occurrence beyond the party's reasonable control. Each party
acknowledges that the operation of the Internet is beyond the other party’s
reasonable control, and neither party will be liable for a delay or failure
caused by an interruption or failure of telecommunication or digital
transmission links, Internet slow-downs or failures, or other such transmission
failure.
13.6.
Notices. Subscriber
shall send all notices to Sectigo by first class mail in writing in English,
with return receipt requested, to Sectigo Limited, 26 Office Village, 3rd
Floor, Exchange Quay, Trafford Road, Salford,
Manchester M5 3EQ, United Kingdom. Sectigo
shall send all notices to Subscriber’s contact information listed on its
Certificate application. Sectigo may send notices by mail, email, or facsimile.
13.7.
Entire
Agreement. This Agreement and all
documents referred to herein constitutes the entire agreement between the
parties, superseding all other agreements that may exist with respect to the
subject matter. Section headings are for reference and convenience only and are
not part of the interpretation of this Agreement.
13.8.
Amendments. Sectigo may amend this Agreement, the CPS, the
Relying Party Agreement, the Relying Party Warranty, its website, and any
documents listed in its Repository at any time by posting either the amendment
or the amended document in the Repository. Subscriber shall periodically review
the Repository to be aware of any changes. Subscriber may terminate this
Agreement if Subscriber does not agree to the amendment. Subscriber’s continued
use of the Services after an amendment is posted constitutes Subscriber’s
acceptance of the amendment.
13.9.
Rules of
Interpretation. Except as otherwise
expressly provided in this Agreement, the following rules of interpretation
apply to this Agreement: (i) the singular includes the plural and the plural
includes the singular; (ii) "or" and "any" are not
exclusive and "include" and "including" are not limiting;
(iii) a reference to any agreement or other contract includes permitted
supplements and amendments thereto; (iv) a reference to a law includes any
amendment or modification to such law and any rules or regulations issued
thereunder; (v) a reference to a person or entity includes its permitted
successors and assigns; and (vi) a reference in this Agreement to an Article,
Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit
or Schedule of this Agreement.
13.10.
Waiver. A party’s failure to enforce a provision of this
Agreement will not waive the party’s right to enforce the same provision later
or right to enforce any other provision of this Agreement. To be effective, all
waivers must be both in writing and signed by the party benefiting from the
waived provision.
13.11.
Assignment. Subscriber may not assign any of its rights or
obligations under this Agreement without the prior written consent of Sectigo.
Any transfer without consent is void. Sectigo may assign its rights and
obligations without Subscriber’s consent.
13.12.
Governing Law
and Venue. This Agreement and any
disputes relating to the Certificates 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 New
Jersey, if Subscriber is located in North America; or (b) the laws of England
and Wales, if Subscriber is located outside of North America. The parties agree
to the exclusive jurisdiction of (a) the courts of New Jersey if Subscriber is located in North America, or (b) the courts of England
and Wales if the Subscriber is located outside of North America.
13.13.
Severability. Any provision determined invalid or unenforceable by
rule of law will be reformed to the minimum extent necessary to make the
provision valid and enforceable. If reformation is not possible, the provision
is deemed omitted and the balance of this Agreement remains valid and
enforceable.
13.14.
Survival. All provisions of this Agreement related to
confidentiality, proprietary rights, indemnification, and limitations of
liability survive the termination of this Agreement.
13.15.
Rights of Third
Parties. Except for
Application Software Suppliers, nothing in this Agreement is intended or shall
be construed to give any person or entity any legal or equitable right, remedy,
or claim under or in respect of this Agreement.
13.16.
Counterparts;
Integration; Effectiveness. This
Agreement may be executed by written, facsimile or electronic means, and in one
or more counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.
ACCEPTANCE
BY CLICKING ON “I ACCEPT”,
YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE
BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I
ACCEPT” BUTTON IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT.