RELYING PARTY AGREEMENT
This Relying Party Agreement (this "Agreement") shall govern and control the certificate warranties offered by Register to entities relying on the information contained within a Digital Certificate issued to a Register Customer ("Relying Party"). The warranty terms are contained in the Register Relying Party Warranty which shall be posted on registers website. Capitalized Terms used but not defined herein shall have the meaning set forth in the Register Relying Party Warranty or Register CPS.
The warranty terms and conditions shall cover the Relying Party's
1.1. reliance on or use of a valid Digital Certificate to conduct an online transaction; and 1.2. use of the Repository.
By accessing a Digital Certificate, the Relying Party shall consent to the terms and conditions in this Agreement and is deemed to have read and understood the Register CPS.
In consideration of being permitted access to and use of the Repository and access to, use of and reliance on a Digital Certificate, Relying Parties shall agree to do the following prior to relying upon a Digital Certificate:
3.1. where the Digital Certificate is issued by a third party, verify the certificate chain to ensure that the third party is an authorized and duly appointed agent of the CA in possession of the root certificate and that the Digital Certificate was issued in accordance with the policies set out in the Register CPS;
3.2. check the CRL/OSCP to ensure that the Digital Certificate is valid and operational; and
3.3. take any other steps which would be reasonable for the Relying Party to take in the given circumstances.
All Relying Parties shall agree not to use the Digital Certificate for any purpose other than the purpose set out in the relevant section of the Register CPS for that particular class and type of Digital Certificate and to comply with the policies and procedures set out in the Register CPS.
Register shall agree to :
5.1. update the CRL by having Register register all revocations of Digital Certificates used for SSL which have been made by Register or notified to Register by a Subscriber within the 24 hours immediately preceding the time of update in the CRL; and
5.2. validate information provided by each Subscriber on the relevant enrolment form prior to issuing a Digital Certificate containing that information using the methods set forth in the Register CPS.
The Relying Party shall acknowledge that:
6.1. the CRL/OSCP does not contain a real time record of all Digital Certificate revocations.
6.2. the security or integrity of a Private Key which corresponds to a Public Key contained in a Digital Certificate may be compromised due to an act or omission of a third party which has not been authorized by Register and agrees that Register shall not be liable to the Relying Party for any losses suffered by the Relying Party as a result of such compromise;
6.3. Register relies upon authorization records, government records, third party business databases and domain name services to validate information contained in Digital Certificates and agrees that Register shall not be liable for loss suffered by the Relying Party as a result of inaccuracies or deficiencies contained in those records or databases or inaccurate information supplied by providers of domain name services or any other third party; and
6.4. Register performs differing degrees of validation of information in Digital Certificates depending on the level of warranty attached to the Digital Certificate and its intended use and agrees to take these factors into consideration when deciding whether or not to rely on a Digital Certificate.
6.5. Register reserves the right to amend any section of the Register CPS at any time without prior notice to the Relying Party, including without limitation, the section of the Register CPS that sets all the validation procedures for Digital Certificates.
6.6. the Repository is made on as "as is" and "as available" basis over publicly accessible networks and Register is not responsible for any failures in such network that may cause the Repository to be unavailable.
- Register exclude any warranty as to the availability of the Repository and reserves the right to exclude access to or close the Repository without notice at any time.
- Save as expressly provided under this Schedule, all other warranties either expressed or implied shall be waived by the Relying Party to the fullest extent permissible by law.
- The terms and conditions of the warranty offering shall commence on the date accessed and shall continue in force until terminated by Register.
- Register may terminate its obligations with respect to a Relying Party for convenience at any time and for any reason and may notify the Relying Party of such termination in accordance with the terms and conditions of this Schedule.
- If the Relying Party warranty is terminated, then the Relying Party must not:
11.1. use or access the Repository; or
11.2. use, access or rely on a Digital Certificate or any service provided by Register, and both Register's obligations under this Agreement shall cease.
Nothing in the agreement between Register and the Relying Party shall exclude or limit either party's liability:
12.1. for death or personal injury resulting from the negligence of such party or its directors, officers, employees, contractors or agents (if any); or
12.2. in respect of fraud or of any statements made fraudulently by such party.
Register shall not be liable to the Relying Party whether in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise for any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of data, loss of contract or opportunity or loss of goodwill whether that loss is direct, indirect or consequential and if Register shall be liable to the Relying Party in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise, Register's maximum liability to the Relying Party for Digital Certificates shall be limited to the warranty specified on the Register website for the type of Digital Certificate being relied upon.
The Relying Party shall acknowledge that limitations on the use of the Digital Certificate and limitations on the value of transactions for which the Digital Certificate can be used are set out in each Digital Certificate and shall agree that Register shall not be liable for any loss incurred (subject to clause 13 above) by the Relying Party from use of the Digital Certificate which exceeds these limitations.
The Relying Party must acknowledge and agree that the limited warranty and limited liability set forth in this Schedule are fundamental terms of the warranty offering and are fair and reasonable having regard to the relationship between the parties and the benefits received by the Relying Party and obligations imposed on Register under this Agreement. They limited warranty is available only where the Relying Party meets the terms and conditions set forth herein and in the Relying Party Warranty
Register shall not be liable for any breach of its obligations under this Schedule resulting from a Force Majeure Event.
The Relying Party cannot construe a waiver by Register of a breach or default of any of the provisions of this Schedule as a waiver of any succeeding breach of the same or other provisions nor may 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.
Warranty notices, requests, instructions or other documents to be given to Register by a Relying Party shall be delivered or sent by first class post or by email transmission (such facsimile transmission notice to be confirmed by letter posted within 12 hours) to the address or to the email address of Register set forth by Register.
Any notice, request, instruction or other document to be given to the Relying Party shall be posted on Register's Repository and shall be deemed to have been served at the time of entry of the notice on the Repository.
If any provision of this Agreement (not being of a fundamental nature to its operation) shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as may be expressly stated in this Agreement. Without prejudice to any liability for fraudulent misrepresentation, no party shall be under any liability or shall have any remedy in respect of misrepresentation or untrue statement unless and to the extent that a claim lies for 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.
This Agreement and all matters arising from or connected with it, are governed by and shall be construed in accordance with New York law and the parties hereby submit to the non-exclusive jurisdiction of the New York courts.