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IMPORTANT-PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING AN EXTENDED VALIDATION (EV) CERTIFICATE. BY USING, APPLYING FOR, OR ACCEPTING AN EV CERTIFICATE OR BY ACCEPTING THESE TERMS OF SERVICE , YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND THAT YOU UNDERSTAND IT, THAT YOU AGREE TO AND ACCEPT THE TERMS AS PESENTED HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS PRESENTED HEREIN, DO NOT APPLY FOR, ACCEPT, OR USE AN EV CERTIFICATE.
- Application of Terms
1.1. This EV SSL Certificate Terms of Service ("Agreement"), as well as any additional rules or policies that are or may be published by Register or Comodo from time to time, including Register's Services Agreement, and the EV CPS constitute a final binding agreement between you (the "Subscriber"), Comodo CA Limited ("Comodo"), and Register.com ("Register.com") with respect to any of the services described herein. Unless explicitly stated otherwise, any new features, updates, upgrades or versions that augment or enhance the EV Subscription Service (as defined below) are subject to this Agreement. Register.com and Comodo reserve the right to amend the EV Subscription Service offerings and to add, delete, suspend or modify the terms and conditions of such Subscription Service, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers. Register.com and Comodo may make such changes without notice to you. Your continued use of the EV Subscription Service following the posting of any changes will constitute your acceptance of such changes. Please note that other Register software and/or services, outside of the Subscription Service, are governed by the Services Agreement and may be governed by other terms and conditions.
By purchasing or otherwise applying for the EV Subscription Service(s), you agree to establish an account with Register.com for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional Register.com service(s) or to modify or cancel your Register.com service(s) (even if Register.com was not notified of such authorization), this Agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you is your agent with full authority to act on your behalf with respect to such services.
- Definitions and Interpretations
2.1. In this Agreement, unless the context requires otherwise, the following terms and expressions shall have the following meanings:
"Applicant" means the entity that applies for (or seeks renewal of) an EV Certificate naming it as the Subject.
"Application Software Vendor" means a developer of Internet browser software or other software that displays or uses certificates and distributes root certificates, such as KDE, Microsoft Corporation, Mozilla Corporation, Opera Software ASA, and Red Hat, Inc.
"Business Day" means any calendar day that is Monday to Friday inclusive, excluding any days on which the banks in the United States are closed for business.
"Certificate Signing Request" means an electronic data file created by the Subscriber using the Subscriber's installed SSL or TLS enabled web server software;
"EV CPS" means the Comodo EV Certificate Practice Statement, as amended from time to time, available at http://www.comodogroup.com/repository, a document setting out the working practices employed for the EV Subscription Service and which defines the underlying EV certificate processes and Comodo's EV repository operations, as may be amended from time to time.
"Confidential Information" means all material, data, systems and other information concerning the operation, business, projections, market goals, strategies, techniques, financial affairs, products, services, research and development, customer and vendor-related data, services and/or support, and intellectual property rights of a party that is not accessible or known to the general public. Confidential Information shall include, but not be limited to, (a) any and all information regarding or related to any software utilized by the parties to create, operate or perform their respective obligations hereunder, including, but not limited to, all Private Keys, personal identification numbers and passwords; and (b) any information which concerns technical details of operation of any of the services and products offered hereunder.
"Contract Signer" means a natural person who is employed by Applicant, or an authorized agent who has express authority to represent Applicant who has authority on behalf of Applicant to sign this Agreement on behalf of Applicant.
"CRL" means a certificate revocation list that contains details of Digital Signatures that have been revoked.
"Digital Certificate" (also "Certificate") means a digitally signed electronic data file (conforming to the X509 version 3 ITU standard) issued in order to identify a person or entity seeking to conduct business over a communications network using a Digital Signature and which contains the identity of the person authorized to use the Digital Signature and a copy of their Public Key, a serial number, a time period during which the Digital Certificate may be used and a Digital Signature issued.
"Digital Signature" means an encrypted electronic data file which is 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.
"Domain Name" means a name registered with an Internet registration authority for use as part of a Subscriber's URL.
"Effective Date" means the date when Register.com receives the Subscriber's request for EV Subscription Service set out in the Enrollment Form and sent to Register.com via the online registration process.
"Enrollment Form" means an electronic form on Register.com's Website completed by the Subscriber by providing the Subscriber Data and which identifies the requirements for the EV Subscription Service.
"EV Certificate Beneficiaries" means the Subscriber, the Subject named in the Digital Certificate, all Application Software Vendors that have entered into a contract for inclusion of Comodo's root certificate in software distributed by such Application Software Vendors, and all Relying Parties that actually rely on such Digital Certificate during the period when it is valid.
"EV Certificate" means a Digital Certificate designed for installation within the Subscriber's SSL enabled web server software and for use with an SSL v3 or TLS v 1.0 enabled web browser and that complies with the EV Guidelines. Each EV Certificate shall, in accordance with the amounts paid by the Subscriber, either: (i) cryptographically bind a Public Key to a Server operating at a Fully Qualified Domain Name; or (ii) cryptographically bind a Public Key to a Server operating at a Root Domain Name. In both cases, the Public Key is used in the SSL/TLS Protocol to authenticate the Server and establish an encrypted session between an SSL v3 enabled web browser and the Subscriber's Server.
"EV Guidelines" means the official, adopted guidelines established by the CA/Browser Forum that set forth certain minimum requirements that a certificate authority must meet in order to issue Extended Validation Certificates (also "Digital Certificates"), and which are available online at http://www.cabforum.org.
"EV Policies" means EV Certificate practices, policies and procedures, such as a certification practice statement (CPS) and certificate policy (CP), as further defined in Section 4 of the EV Guidelines.
"EV Enhancer&trade" means the process and related software used to enable EV functionality on web browsing computers by pointing the web browser on the web browsing computer to a beacon website designed to download and install a new EV root certificate.
"EV AUTO-Enhancer&trade" means the patent-pending process and related software used to enable EV functionality on web browsing computers using a modified Apache configuration file or the IIS plug-in.
"Fully Qualified Domain Name" means a domain name that fully specifies a host and a domain name, including a top-level domain, such as http://www.register.com;
"Force Majeure Event" means, in relation to any party any circumstances beyond the reasonable control of that party including without prejudice to the generality of the foregoing any natural disaster, act or regulation of any governmental or supra-national authority, lack or shortage of materials supplied by a third party (other than where such circumstances arise due to lack of reasonable planning), war or natural emergency, accident, epidemic, fire or riot.
"Insolvency Event" means, in respect of any company that is party to this Agreement, that such company has ceased to trade, been dissolved, suspended payment of its debts or is unable to meet its debts as they fall due, has become insolvent or gone into liquidation (unless such liquidation is for the purposes of a solvent reconstruction or amalgamation), entered into administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors or taken any steps for its winding-up.
"Internet" means the global data communications network comprising interconnected networks using the TCP/IP standard.
"Issue Date" means the date of issue of a Digital Certificate to the Subscriber.
"Place of Business" means the location of any facility (such as a factory, retail store, warehouse, etc) where the Applicant's business is conducted.
"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.
"Providers" means Register.com and Comodo.
"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.
"Relying Party" shall mean an individual or organization that acts in reliance on a Digital Certificate or a digital signature.
"Repository" means Comodo's publicly available collection of databases for storing and retrieving Digital Certificates, CRLs and other information relating to Digital Certificates and which may be accessed at http://www.comodogroup.com/repository.
"Root Domain Name" means the highest level of a URL that identifies multiple directories on the Server;
"Server" means the Subscriber's server operating at the IP address identified by either a Root Domain Name or Fully Qualified Domain Name provided by the Subscriber to Register.com and which is cryptographically bound to the public key set out in the EV Certificate.
"Site" (also "Website") means a collection of interconnected HTML web pages, including a home page, under the control of one entity.
"Seller" means the entity from which Subscriber is purchasing the Certificate.
"Software" means any software provided to enable the Subscriber to access or use the EV Subscription Service.
"Subject" means the organization identified as the Subject in the Subject:organizationName field of an EV Certificate, whose identity is unambiguously bound to a Public Key also specified in the EV Certificate; and an Applicant once the EV Certificate it requested is issued.
"Subscriber" means the entity or organization named on the Enrollment Form during the online registration process and identified as the Subject in the Subject:organizationName field of an EV Certificate issued pursuant to the EV Guidelines, as qualified by the Jurisdiction of Incorporation or Registration information in the EV Certificate. This Agreement is the Subscriber Agreement between you and Comodo as a CA for the provisioning of a Comodo EV Certificate.
"Subscriber Data" means information about the Subscriber required to provide the Subscription Service, including without limitation, the information set out in the EV CPS which must be provided by the Subscriber on the Enrollment Form during the online registration process.
"Subscription Service" means the Digital Certificate EV Subscription Services and any products (including Digital Certificates, Public Keys and Private Keys) and related services.
"EV Subscription Service Period" means the time period during which a Digital Certificate remains valid and may be used, depending on the EV Certificate ordered. All EV Certificates shall have a maximum EV Subscription Service Period of 27 months.
"Third Party Data" means data, information or any other materials (in whatever form) not owned or generated by or on behalf of the Subscriber.
"URL" means a uniform resource locator setting out the address of a webpage or other file on the Internet.
- Provisioning the Subscription Service
3.1. Provided that the Subscriber Data can be validated to Comodo's satisfaction and that Comodo accepts a Subscriber's application for the EV Subscription Service (as such application is set out in the Enrollment Form), Subscriber shall receive the EV Subscription Service in accordance with the terms of this Agreement and the EV Guidelines. Notwithstanding the foregoing, Register.com and Comodo reserve the right to refuse a Subscriber's application at its sole discretion and for any reason.
3.2. These terms of service shall cover multiple future EV Certificate requests made on Applicant's behalf by an authorized agent and the resulting EV Certificates. The terms and conditions of these terms of service shall apply to each EV Certificate requested or issued regardless of when requested or issued.
- Use of the Subscription Service
4.1. License. The Subscriber is hereby granted a revocable, non-exclusive, non-transferable license to use any Digital Certificates provided to Subscriber in accordance with the Subscription Service, any Digital Signature generated using the Subscriber's Public Key and Private Key, and any manuals or other documents relating to the above insofar as is necessary for the Subscriber to utilize the EV Subscription Service. The EV Subscription Service is provided for the Subscriber's sole use. The Subscriber is also granted a revocable, non-exclusive, non-transferable license to install and use EV Enhancer&trade and EV AUTO-Enhancer&trade to assist Subscriber's customers in installing and using EV Certificates. Subscriber may reproduce, copy, and duplicate the Software to the extent required to enable EV Certificates on the Subscriber's customer's computer.
4.2. Subscriber Obligations. Subscriber agrees and warrants that, as related to and for the benefit of the Providers and the Certificate Beneficiaries, it shall:
(i) use or access the EV Subscription Service only in conjunction with the Software or other software that may be provided or specified from time to time by the Providers to be appropriate for use in conjunction with the Subscription Service;
(ii) install each issued EV Certificate only on the server accessible at the domain name listed on the EV Certificate, and use each EV Certificate solely in compliance with all applicable laws, solely for authorized company business, and solely in accordance with the terms and conditions of this Agreement;
(iii) be responsible, at its own expense, for access to the Internet and all other communications networks (if any) required in order to use the EV Subscription Service and Digital Certificate, and for the provision of all computer and telecommunications equipment and software required to use the Subscription Service, except where expressly provided otherwise herein;
(iv) obtain and keep in force any authorization, permission or license necessary for the Subscriber to use the Subscription Service, except where Register.com expressly agrees to obtain the same under the terms of this Agreement;
(v) bind each and every Relying Party using the Subscriber's EV Certificate(s) to the following terms:
"By relying upon a digital certificate, the user agrees to be bound by the appropriate Relying Party Agreement, which is incorporated herein in its entirety, and which can be found at http://www.comodo.com/repository/docs/relying_party.html";
(vi) be responsible for the generation of any Private Key belonging to the Subscriber, and take all reasonable measures, either by itself or through a subcontractor (e.g. hosting provider), to maintain sole control of, keep confidential, properly protect at all times, and ensure the proper use of the Private Key that corresponds to the Public Key to be included in the requested Digital Certificate, personal identification numbers, passwords and other access information or devices used in connection with the Subscription Service, and immediately inform Register.com if there is any reason to believe that any of the foregoing has or is likely to become known to someone not authorized to use it, or is being, or is likely to be used in an unauthorized way;
(vii) provide accurate and complete information to the Providers at all times, both upon requesting a Digital Certificate and thereafter as requested by the Providersin connection with the issuance of the Digital Certificate, and immediately inform the Providers if any of the Subscriber Data or information provided by the Subscriber to the Providers ceases to remain valid or correct or otherwise changes;
(viii) not install and use an EV Certificate until Subscriber has reviewed and verified the accuracy of the data in each EV Certificate;
(ix) promptly cease using an EV Certificate and its associated Private Key, and promptly request the Providers to revoke the EV Certificate, in the event that: (a) any information in the EV Certificate is or becomes incorrect or inaccurate, or (b) there is any actual or suspected misuse or compromise of the Subscriber's Private Key associated with the Public Key listed in the EV Certificate;
(x) promptly cease all use of the Private Key corresponding to the Public Key listed in a Digital Certificate upon expiration or revocation of such Digital Certificate;
(xi) promptly disclose in writing to Register.com anything that constitutes a breach of, or is inconsistent with, any of the obligations or warranties and representations in sections 3 and 4 herein.
4.3. Restrictions. Subscriber agrees that, as related to and for the benefit of the Providers and the Certificate Beneficiaries, it shall not
(i) modify, license, or sublicense EV Enhancer&trade or EV AUTO-Enhancer&trade, or transfer or convey the Software or any right in the EV Enhancer or EV AUTO-Enhancer&trade to anyone else without prior written consent.
(ii) install and use the Digital Certificate(s) until Subscriber has reviewed and verified the accuracy of the data in such Digital Certificate(s);
(iii) resell or attempt to resell (or provide in any form whether for consideration or not) the EV Subscription Service (or any part of it) to any third party and shall not allow any third party to use the EV Subscription Service;
(iv) use the EV Subscription Service to transmit (either by sending by e-mail or uploading using any format of communications protocol or any other method), receive (either by soliciting an e-mail or downloading using any format of communications protocol or any other method), view or in any other way use any information which may be illegal, offensive, abusive, contrary to public morality, indecent, defamatory, obscene or menacing, or which is in breach of confidence, copyright or other intellectual property rights of any third party, cause distress, annoyance, denial of any service, disruption or inconvenience, send or provide advertising or promotional material or other form of unsolicited bulk correspondence or create a Private key which is identical or substantially similar to any Public Key;
(v) copy or decompile, enhance, adapt or modify or attempt to do the same to the Digital Certificates, Public Keys and Private Keys, or any Digital Signature generated using any Public Key or Private Key, or any documents or manuals relating to the same; or
(vi) make any representations regarding the EV Subscription Service to any third party except as first agreed to in writing by the Providers.
4.4. Each EV Certificate issued may be used for the purposes set forth in the EV CPS, and any applicable Amendments thereto, located at http://www.comodogroup.com/repository/.
4.5. The maximum value of any transaction entered into by the Subscriber while using an EV Certificate ("Max Transaction Value") must not exceed $10,000, and the cumulative maximum liability accepted by the Providers ("Payment Limit") under the Relying Party Warranty (which can be found at http://www.comodo.com/repository/docs/SSL_relying_party_warranty.html) for all claims paid in connection with these Digital Certificates is $250,000.
- Warranties and Representations
5.1. Subscriber. Subscriber warrants, represents and agrees, as related to and for the benefit of the Providers and the Certificate Beneficiaries, that:
(i) Applicant has exclusive control of the Domain Name listed in the Digital Certificate.
(ii) that it is not located in and will not modify, export or re-export, either directly or indirectly, any certificates, software, hardware, technical information, or any other certificates or technology signed by a certificate provided hereunder, to any country under United States restrictions or to any country subject to applicable trade sanctions. This list of controlled countries and parties is subject to change without further notice and you must comply with the list as it exists in fact. THE PROVIDERS SHALL NOT BE LIABLE FOR SUBSCRIBER'S VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW."
(iii) all Subscriber Data is, and any other documents or information provided by the Subscriber are, and will remain accurate and will not include any information or material (or any part thereof) the accessing or use of which would be unlawful, contrary to public interest or otherwise likely to damage the business or reputation of either of the Providers in any way;
(iv) it has and will comply with all applicable consumer and other laws, regulations, instructions and guidelines, with all relevant licenses and with all other codes of practice which apply to the Subscriber or the Providers and that the Subscriber has obtained all licenses and consents necessary to fully perform its obligations under this Agreement;
(v) it has full power and authority to enter into this Agreement and to perform all of its obligations under this Agreement;
(vi) it shall have sole responsibility for all statements, acts and omissions which are made under any password provided by it to Register.com;
(vii) the Subscriber acknowledges that in order to provide the EV Subscription Service some or all of the Subscriber Data shall be embedded in the Subscriber's Digital Certificates and the Subscriber hereby consents to the disclosure to third parties of such Subscriber Data held therein;
(viii) the Subscriber hereby grants the Providers permission to examine, evaluate, process and in some circumstances transmit to third parties located outside the United States the Subscriber Data insofar as is reasonably necessary for the Providers to provide the Subscription Service;
(ix) any Digital Certificate "Warranty" or other warranty described in the CPS and provided by the Providers in connection with any Digital Certificate is provided solely for the benefit of Relying Parties, and Subscriber shall have no rights with respect thereto, including, but not limited to, any right to enforce the terms of or make any claim under any such warranty; and
(x) Contract Signer is an agent representing Subscriber and is expressly authorized by Subscriber to enter into this Agreement on behalf of Subscriber.
- Payment Terms
6.1. The amount due to be paid by the Subscriber for the EV Subscription Service shall be set forth during the registration process. The amount due shall be paid by the Subscriber on or before the Issue Date.
6.2. All payments made by the Subscriber for the EV Subscription Service shall be non-refundable.
The Providers reserve the right to revoke a Subscriber's Digital Certificate it has issued in the event that either of them have reasonable grounds to believe that any of the following events has occurred:
(i) Subscriber requests revocation of its Digital Certificate;And the Providers may, at its sole discretion, after revocation of the Digital Certificate, reissue a Digital Certificate to Subscriber or terminate this Agreement in accordance with the provisions of this Agreement.
(ii) Subscriber indicates that the original Digital Certificate Request was not authorized and does not retroactively grant authorization;
(iii) The Providers obtain reasonable evidence that the Subscriber's Private Key (corresponding to the Public Key in the Digital Certificate) has been compromised, or that the Digital Certificate has otherwise been misused, or that a personal identification number, Private Key or password has, or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way;
(iv) The Providers receives notice or otherwise become aware that a Subscriber violates any of its material obligations under this Agreement or the EV CPS;
(v) Subscriber has used the EV Subscription Service contrary to law, rule or regulation, or the Providers reasonably believe that the Subscriber is using the certificate, directly or indirectly, to engage in illegal or fraudulent activity;
(vi) The Providers receive notice or otherwise becomes aware that a court or arbitrator has revoked Subscriber's right to use the domain name listed in the Digital Certificate, or that Subscriber has failed to renew its domain name;
(vii) The Providers receive notice or otherwise becomes aware of a material change in the information contained in the Digital Certificate;
(viii) a determination, in the Providers' sole discretion, that the Digital Certificate was not issued in accordance with the terms and conditions of the EV Guidelines or EV Policies, including the EV CPS;
(ix) the Providers determine that any of the information appearing in the Digital Certificate is not accurate;
(x) a Provider ceases operations for any reason and has not arranged for another certificate authority to provide revocation support for the Digital Certificate;
(xi) a party's right to issue Digital Certificates under the EV Guidelines expires or is revoked or terminated;
(xii) the Private Key for Subscriber's Digital Certificate has been compromised;
(xiii) there has been, there is, or there is likely to be a violation of, loss of control over, or unauthorized disclosure of Confidential Information relating to the Subscription Service;
(xiv) the Subscriber has used the EV Subscription Service with third party software not authorized by the Providers for use with the Subscription Service;
(xv) such additional revocation events as the Providers publish in their EV Policies;
(xvi) the Providers receive notice or otherwise becomes aware that Subscriber has been added as a denied party or prohibited person to a blacklist, or is operating from a prohibited destination under the laws of either Comodo's or Register.com's jurisdiction of operation as described in Section 23 of the EV Guidelines or Section 4.2.10 of the EV CPS;
(xvii) Either the Subscriber's or a Provider's obligations under the EV CPS or the relevant Terms of Service are delayed or prevented by a natural disaster, computer or communications failure, or other cause beyond the person's reasonable control, and as a result another person's information is materially threatened or compromised;
(xviii) the certificate was issued to persons or entities identified as publishers of malicious software or that impersonated other persons or entities;
(xix) the certificate was issued as a result of fraud or negligence; or
(xx) the certificate, if not revoked, will compromise the trust status of either of the Providers.
8.1. Neither party shall use any Confidential Information other than for the purpose of performing its obligations under this Agreement or as otherwise permitted pursuant to this Agreement. All uses of Confidential Information provided by Subscriber, except as otherwise provided herein, are subject to the Providers respective privacy policies.
8.2. Notwithstanding the previous provisions of this section 8, either Party may disclose Confidential Information if and to the extent required by law, for the purpose of any judicial proceedings or any securities exchange or regulatory or governmental body to which that party is subject, wherever situated, whether or not the requirement for information has the force of law, and if and to the extent the information has come into the public domain through no fault of that party. Should a Party be required to disclose Confidential Information pursuant to this section, the Party shall promptly give notice of such requirement to the other Party prior to disclosing the Confidential Information.
- Subscriber Data
9.1. The Subscriber acknowledges that in order to provide the EV Subscription Services, some or all of the Subscriber Data shall be embedded in the issued EV Certificates, and the Subscriber hereby consents, to the extent necessary in issuing an ordered EV Certificate as provided for in the EV CPS, to the disclosure of any and all Subscriber Data provided by the Subscriber.
9.2. The Subscriber hereby grants the Providers permission to examine, evaluate, process and in some circumstances transmit to third parties located outside the European Union the Subscriber Data insofar as is reasonably necessary for the Providers to provide the EV Certificate.
9.3. Register.com shall in performing its obligations under this Agreement, comply with the Data Protection Act 1998 and any legislation or guidelines which amends or replaces such legislation and shall take appropriate technical and organizational measures against the unauthorized or unlawful processing of personal data and against actual loss or destruction of or damage to such data.
- Intellectual Property Rights
10.1. The Subscriber agrees not to use the name, brand, trademarks, service marks, logos, or any other intellectual property of the Providers in any way except with the prior written consent of the party owning the intellectual property.
10.2. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software ("Intellectual Property Rights") are owned by Register.com or its licensors, and you agree to make no claim of interest in or ownership of any such Intellectual Property Rights. You acknowledge that no title to the Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Register.com or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any derivative work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such derivative work shall be owned by Register.com or its licensors and all right, title and interest in and to each such derivative work shall automatically vest in Register.com or its licensors. Neither Register.com nor its licensors shall have no obligation to grant you any right in or to any such derivative work.
10.3. The EV AUTO-Enhancer&trade for Windows uses Microsoft Detours Professional 2.1. Detours is Copyright 1995-2004, Microsoft Corporation. Portions of the Detours package may be covered by patents owned by Microsoft corporation.
Microsoft, MS-DOS, Windows, Windows NT, Windows 2000, Windows XP, and DirectX are registered trademarks or trademarks of Microsoft Corporation in the U.S. and other countries.
- Subscriber Warranties, Representations and Indemnities
11.1. The Subscriber warrants, represents and undertakes that:
(i) all Subscriber Data is, and any other documents or information provided by the Subscriber are, and will remain accurate and will not include any information or material (or any part thereof), the accessing or use of which would be unlawful, contrary to public interest, or otherwise likely to damage the business or reputation of the Providers in any way;
(ii) it has and will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licenses, and any other codes of practice which apply to the Subscriber or the Providers (such codes of practice to be notified to the Subscriber by Register.com in advance) and that the Subscriber has obtained all licenses and consents necessary for performing its obligations to extend full co-operation at all times to third parties working from time to time with Register.com;
(iii) it will not use the EV Certificate or EV Subscription Service to knowingly or intentionally spread, upload, or distribute in any way files that may contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
(iv) it will not transmit, post, or promote any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or otherwise objectionable material or any material that encourages criminal conduct or that could constitute a criminal offense, give rise to civil or criminal liability, or violate any applicable laws or regulations; and
(v) it has full power and authority to enter into this Agreement and to perform all of its obligations under this Agreement.
11.2. Subscriber shall promptly disclose in writing to Register.com anything which constitutes a breach of, or is inconsistent with, any of the warranties and undertakings in Clause 12.1.
11.3. Subscriber shall defend, indemnify, and hold harmless the Providers, their officers, directors, employees, and agents from and against any claims, costs, damages, expenses, losses, legal proceedings, or other liabilities (including, without limitation, reasonable attorneys' fees) which are brought or threatened against the Providers by any third party as a result of (i) Subscriber's negligence or willful misconduct or (ii) Subscriber's breach of the provisions of this Agreement. The Providers will notify the Subscriber of any such claims or proceedings and keep the Subscriber informed as to the progress of such claims or proceedings.
11.4. The Subscriber agrees not to make any representations regarding the EV Subscription Services to any third party except as agreed in writing by Register.com.
- Exclusion of Warranties
EV ENHANCER&trade AND EV AUTO-ENHANCER&trade ARE PROVIDED TO SUBSCRIBER "AS IS" AND ANY USE BY SUBSCRIBER OR A CUSTOMER OF SUBSCRIBER OF THE EV ENHANCER&trade AND EV AUTO-ENHANCER&trade IS AT SUBSCRIBER'S OWN RISK. SUBSCRIBER ACKNOWLEDGES THAT EV ENHANCER&trade AND EV AUTO-ENHANCER&trade MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. THE PROVIDERS DO NOT WARRANT THAT EV ENHANCER&trade AND EV AUTO-ENHANCER&trade WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING EV ENHANCER&trade AND EV AUTO-ENHANCER&trade. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
Register.com offers Subscribers the ability to generate a Certificate Signing Request, Public Key and Private Key on the Register.com website. This service is offered as a convenience only.
- Term and Termination
13.1. This Agreement shall commence on the Effective Date and shall continue for the EV Subscription Service Period unless terminated earlier in accordance with this Section 13.
13.2. Either party may terminate this Agreement for convenience by providing to the other 20 Business Days' written notice.
13.3. This Agreement may be terminated forthwith or on the date specified in the notice:
(i) by either party if the other commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 20 Business Days of a written request by the other party to remedy the same, or by either party if in respect of the other party an Insolvency Event occurs or that other party ceases to carry on its business;
(ii) by the Providers in the event a Digital Certificate is revoked in accordance with the provisions of Section 7 or if Comodo is unable to validate, to its satisfaction, all or part of the Subscriber Data.
- Consequences of Termination
If this Agreement is terminated by the Providers under Section 13 for any reason or under Section 16, the Providers may (in the event that a Subscriber's Digital Certificate has not already been revoked) revoke the Subscriber's Digital Certificate without further notice to the Subscriber and the Subscriber shall pay any amounts due under this Agreement. The Providers shall have no obligation to refund any payment by the Subscriber in the event of any termination of this Agreement.
- Limitation of Liability
15.1. Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents, or in respect of fraud or of any statements made fraudulently by either party;
15.2. SUBJECT TO CLAUSE 15.1, THE PROVIDERS' MAXIMUM LIABILITY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR ANY OTHER THEORY OR CLAIM SHALL BE LIMITED TO THE AMOUNT PAID BY THE SUBSCRIBER FOR THE EV CERTIFICATE REGARDLESS OF THE TYPE, AMOUNT, OR EXTENT OF ANY ACTUAL DAMAGES SUFFERED. THE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, OPPORTUNITIES, REVENUE, SAVINGS, GOODWILL, OR USE OR POSSESSION OF DATA, EVEN IF THE PROVIDERS HAVE BEEN APPRISED OF THE POSSIBILITY OR THE EXISTANCE OF SUCH DAMAGES. THE PROVIDERS DO NOT GUARANTEE OR REPRESENT THAT THE EV CERTIFICATE WILL MEET SUBSCRIBER'S NEEDS, REQUIREMENTS, OR EXPECTATIONS NOR DO THE PROVIDERS GUARANTEE OR REPRESENT THAT THE EV CERTIFICATE AND THE USE OF THE EV CERTIFICATE WILL BE UNINTERRUPTED, TIMELY, AND/OR ERROR-FREE. THE LIMITATIONS ON LIABILITY PROVIDED HEREIN SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER THE LAW OF THE APPLICABLE JURISDICTION.
15.3. THE PROVIDERS SHALL NOT BE LIABLE TO THE SUBSCRIBER FOR ANY LOSS SUFFERED BY THE SUBSCRIBER DUE TO USE OF AN EV CERTIFICATE OUTSIDE THE NORMAL AND INTENDED USE OF AN EV CERTIFICATE OR FOR ANY TRANSACTIONS MADE USING THE EV CERTIFICATE. EV CERTIFICATES ARE NOT INTENDED TO BE USED IN COMMERCE OR FOR FINANCIAL TRANSACTIONS AND NO WARRANTY OR GUARANTEE IS MADE REGARDING THEIR USE.
15.4. Neither party may bring any action, regardless of form, arising out of or relating to this Agreement more than one (1) year after the cause of action has occurred.
15.5. Subscriber's sole remedy for a defective EV Certificate shall be to have the EV Certificate, through commercially reasonable efforts, corrected or cured of any reproducible defect by issuing corrected instructions, a restriction, or bypass. In the event that the Provider's are unable or unwilling to correct or cure a deformity, defect, or error with an EV Certificate, Subscriber's sole remedy shall be a refund of any amount paid for the non-conforming or defective EV Certificate provided that the Subscriber has provided prompt notice to Register.com of any nonconformity or defect upon its discovery. If Subscriber has made any changes whatsoever to the EV Certificate, has mis-used damaged, altered, or modified the EV Certificate in any manner, or fails to provide prompt notice of the defect to Register.com, then the Providers shall not be obligated to provide any correction, cure, or solution to the Subscriber.
- Force Majeure
16.1. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from a Force Majeure Event.
16.2. Each of the parties hereto agrees to give written notice forthwith to the other upon becoming aware of a Force Majeure Event such notice to contain details of the circumstances giving rise to the Force Majeure Event and its anticipated duration. If such duration is more than 20 days then the party not in default shall be entitled to terminate this agreement, with neither party having any liability to the other in respect of such termination.
16.3. The party asserting a Force Majeure Event shall not be excused performance of its obligations unaffected by such a Force Majeure Event and shall endeavor to seek an alternative way of fulfilling its affected obligations without any materially adverse affect on the other party.
- Amendments and Waivers
17.1. Except as provided otherwise in this Agreement, Register.com may revise the terms and conditions of this Agreement at any time and in its sole and absolute discretion. Any revisions or changes made will be binding and effective immediately upon the posting of the changes or revisions to the Repository or upon notification to the Subscriber through the local mail system or by SSL. Subscriber agrees to periodically review the Repository in order to be aware of any changes. Subscriber may terminate this Agreement in accordance with Section 13 if Subscriber does not agree to any changes made. By continuing to use an EV Certificate issued under this Agreement after any change is made, Subscriber agrees to abide by and be bound by such changes.
17.2. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
- Invalidity and Severability
If any provision of this Agreement (not being of a fundamental nature to its operation) is judged to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the continuation in full force and effect of the remainder of the provisions will not be prejudiced, affected, or impaired thereby.
- Entire Agreement
19.1. This Agreement and all documents referred to herein contain the entire and exclusive agreement and understanding between the parties on the subject matter of the Agreement. This Agreement supersedes all prior agreements, arrangements, understandings, communications, representations, and arrangements relating thereto. Except as may be expressly included in this Agreement, no oral or written representation, agreement, communication, understanding, or promise related to the subject matter is given or implied from anything previously said or written in negotiations between the parties.
19.2. Without prejudice to any liability for fraudulent misrepresentation, the Providers shall not be under any liability and Subscriber shall not have any remedy with respect to misrepresentations or untrue statements unless, and to the extent that, the claim is based on the breach of this Agreement.
Neither party may assign or transfer or purport to assign or transfer a right or obligation under this Agreement without first obtaining the other party's written consent. Any attempt to assign or transfer the rights and interests granted herein shall render the Agreement voidable by the Providers sole and absolute discretion.
- Rights of Third Parties
For the avoidance of doubt no third party shall be entitled (for the purposes of the Contracts (Rights of Third Parties) Act 1999) to any rights under this Agreement.
- Governing Law
Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of New York, as if the Agreement was a contract wholly entered into and wholly performed within the State of New York and without regard to the conflicts of laws provisions thereof. Any action to enforce this Agreement or any matter relating to your use of the EV Subscription Service shall be brought exclusively in the United States District Court for the Southern District of New York, or if there is no jurisdiction in such court, then in a state court in New York County.
Unless other instructions are posted on Register.com's Web site, any notices required to be given under this Agreement will be deemed to have been given if delivered by email or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service to each of the parties in accordance with the most current contact information you have provided to us. All notices shall be effective upon receipt, except that email and fax notices shall be effective upon transmission.
FOR PURPOSES OF GIVING NOTICE UNDER THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT CONTACT INFORMATION MAY ONLY BE UPDATED BY FOLLOWING THE INSTRUCTIONS POSTED ON REGISTER.COM'S WEBSITE. THE PROVIDERS SHALL HAVE NO OBLIGATION TO ATTEMPT TO CONTACT YOU AT ANY OTHER CONTACT INFORMATION THAT YOU MAY PROVIDE TO THE PROVIDERS CUSTOMER SERVICE OR OTHERWISE.
By providing such contact information, you agree that the Providers may use the information you have provided to contact you via email, postal mail, telephone or fax in any format or manner. The Providers may, but shall have no obligation to, send a single notice by various means of delivery (i.e., fax, email, certified mail or express mail). In no event shall the Providers be liable to you for choosing to send notice to one address, or by one means of delivery, and not others.