OPTIMUMSSL RELYING PARTY AGREEMENT

Transcription

1 OPTIMUMSSL RELYING PARTY AGREEMENT YOU MUST READ THIS RELYING PARTY AGREEMENT ("AGREEMENT") BEFORE VALIDATING AN OPTIMUMSSL DIGITAL CERTIFICATE ("CERTIFICATE") OR OTHERWISE ACCESSING OR USING AN OPTIMUMSSL OR OPTIMUMSSL AFFILIATE DATABASE OF CERTIFICATE REVOCATIONS OR ANY OTHER INFORMATION ("REPOSITORY") OR ANY CERTIFICATE REVOCATION LIST ISSUED BY OPTIMUMSSL. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE PROHIBITED FROM SUBMITTING A QUERY AND FROM DOWNLOADING, ACCESSING, OR USING ANY OPTIMUMSSL CRL AND ARE NOT AUTHORIZED TO USE OPTIMUMSSL S REPOSITORY OR ANY OPTIMUMSSL CRL. IN CONSIDERATION OF YOUR AGREEING TO THE TERMS OF THIS RELYING PARTY AGREEMENT, YOU SHALL BE PERMITTED TO RELY ON CERTIFICATES ACCESSED BY YOU IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 1. Acceptance; Application of Terms 1.1. This Agreement becomes effective upon your submission of a query to search for a Certificate or to validate a digital signature created with a private key corresponding to a public key contained in a Certificate, by downloading an OptimumSSL CRL, or when you otherwise use or rely upon any information provided in or services described in Optimum's Repository, OPTIMUMSSL website, or any OPTIMUMSSL CRL. Relying Party Agreements in force appear in the Repository at You acknowledge and agree that you possess adequate knowledge to make an informed decision as to the extent you can rely on the information obtained from a search or a Certificate. You acknowledge and agree that your use of the Repository and your use of any OPTIMUMSSL CRL are governed by this Agreement and the OPTIMUMSSL CPS. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON THE INFORMATION IN A CERTIFICATE. You also acknowledge and agree that you alone shall entirely bear any consequences, legal or otherwise, for you or your affiliate s or agent s failure to comply with the terms of this Agreement. 2. Definitions The capitalized terms used in this Agreement shall have the following meanings unless otherwise specified: "Certificate" (also Digital Certificate ) means an encrypted electronic data file (conforming to the X509 version 3 ITU-T standard) issued by OPTIMUMSSL in order to identify a person or entity or to provide SSL encryption using a Digital Signature or entity and which contains the domain name or 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 by OPTIMUMSSL. "Certificate Applicant" means an individual or organization that requests the issuance of a Certificate by a Certification Authority. "Certificate Chain" means a chain of Certificates containing an end-user Subscriber Certificate and CA Certificates, which terminates in a root Certificate. "Certification Authority" ("CA") means an entity authorized to issue, manage, revoke, and renew Certificates signed by OPTIMUMSSL. Digital Certificate Services means any services related to the issuing, managing, revoking, and renewing of certificates on behalf of OPTIMUMSSL under this Agreement. 1

2 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 means that the signatory can maintain under its sole control and is linked in a way so as to make any subsequent changes that have been made to the electronic data detectable. "OptimumSSL CPS" means the OptimumSSL Certification Practice Statement released by OPTIMUMSSL, as amended from time to time, which may be accessed from 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, encrypt and decrypt files or messages and provide proof of identities to access secure websites. 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, encrypt and decrypt files or messages and verify identities to access secure websites. "Registration Authority" ("RA") means an entity approved by a CA to assist Certificate Applicants in applying for Certificates, and to approve or reject Certificate Applications, revoke Certificates, or renew Certificates. "Relying Party" means an individual or organization that acts in reliance on either a Certificate or a digital signature. "Repository" means a publicly available collection of databases for storing and retrieving Digital Certificates and other information relating to Digital Certificates and which may be accessed via an OptimumSSL s website. Subscriber means a person who is issued a Certificate signed by OPTIMUMSSL and who has entered into a Subscriber Agreement. "Subscriber Agreement" means an agreement used by a CA or RA setting forth the terms and conditions under which an individual or organization acts as a Subscriber. Subscriber Certificate means a Certificate signed by OPTIMUMSSL and issued to a Subscriber. 3. OPTIMUMSSL Certificates 3.1. The Certificates relied upon in accordance with this Agreement are issued by OPTIMUMSSL. OptimumSSL currently offers digital certificates in two variants: OPTIMUMSSL and OPTIMUMSSL Wildcard. The Certificates are issued to Digital Certificate Subscribers and provide the validation required by the OptimumSSL CPS You acknowledge and agree, to the extent permitted by law, that where a transaction is required to be in writing, a message or other record bearing a digital signature verifiable with reference to a Certificate is valid, effective, and enforceable to an extent no less than had the same message or record been written and signed on paper. Subject to applicable law, a digital signature or transaction entered into with reference to a Certificate shall be effective regardless of the geographic location where the Certificate is issued or the digital signature created or used, and regardless of the geographic location of the place of business of the Subscriber. 2

3 3.3. Certificates issued by OPTIMUMSSL are not designed, intended, or authorized for use or resale as control equipment in hazardous circumstances or for uses requiring failsafe performance such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, or weapons control systems, where failure could lead directly to death, personal injury, or severe environmental damage. OPTIMUMSSL is not responsible for assessing the appropriateness of the use of a Certificate. You agree as a Relying Party that Certificates will not be used or relied upon by you beyond the limitations set forth in this Agreement. 4. Relying Party Obligations 4.1. As a Relying Party, you are obligated to: (i) (ii) (iii) (iv) Independently assess the appropriateness of the use of a Certificate for any given purpose and determine that the Certificate will, in fact, be used for an appropriate purpose. Utilize the appropriate software and/or hardware to perform Digital Signature verification or other cryptographic operations you wish to perform, as a condition of relying on a Certificate in connection with each such operation. Such operations include identifying a Certificate Chain, and verifying the Digital Signatures on all Certificates in the Certificate Chain. You agree that you will not rely on a Certificate unless these verification procedures are successful. Check the status of a Certificate on which you wish to rely, as well as the status of all of the Certificates in a Certificate s Certificate Chain. If any of the Certificates in the Certificate Chain have been revoked, you agree that that you will not rely on the end-user Subscriber Certificate or other revoked Certificate in the Certificate Chain. Rely on the Certificate only if all of the checks described in the previous paragraphs are successful and only if the reliance upon the Certificate is reasonable under the circumstances and in light of Section 1 of this Agreement. If the circumstances do, or reasonably ought to, indicate a need for additional assurances, you agree and acknowledge that you are solely responsible for obtaining the additional assurances necessary for making any reliance on the Certificate reasonable You agree not to monitor, interfere with, or reverse engineer the technical implementation of the OPTIMUMSSL Digital Certificate Services, except upon prior written approval from OPTIMUMSSL. You further agree to refrain from and immediately cease any activity that could or doescompromises the security of the OPTIMUMSSL Digital Certificate Services. 5. Disclaimer; Limitation of Liability; Indemnity 5.1. Disclaimer of Warranties. YOU AGREE THAT YOUR USE OF OPTIMUMSSL'S SERVICE(S) IS SOLELY AT YOUR OWN RISK. YOU ACKNOWELEDGE THAT YOU UNDERSTAND THAT OPTIMUMSSL CERTIFICATES ARE NOT INTENDED FOR E- COMMERCE. YOU AGREE THAT ALL SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, OPTIMUMSSL EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OPTIMUMSSL DOES NOT MAKE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION THAT THE SERVICE WILL MEET YOUR REQUIRMENTS, OR THAT THE SERVICE WILL BE 3

4 UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES OPTIMUMSSL MAKE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OPTIMUMSSL' SERVICES IS DONE ENTIRELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OPTIMUMSSL OR THROUGH OPTIMUMSSL'S SERVICES OR OPTIMUMSSL RA s SHALL CREATE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION, UNLESS IT IS EXPRESSLY MADE HEREIN. TO THE EXTENT APPLICABLE JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, TERMS, CONDITIONS OR REPRESENTATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. OPTIMUMSSL IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, OPTIMUMSSL SHALL NOT BE LIABLE TO THE RELYING PARTY (OR ANY OTHER PERSON OR ENTITY) WHETHER IN CONTRACT (INCLUDING UNDER ANY INDEMNITY OR WARRANTY), IN TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE FOR ANY LOSS OR DAMAGES INCURRED BY SUCH PARTY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, LOSS OF CONTRACT OR OPPORTUNITY OR LOSS OF GOODWILL, WHETHER THAT LOSS OR DAMAGE IS DIRECT, INDIRECT OR CONSEQUENTIAL. IN NO EVENT SHALL OPTIMUMSSL, ITS LICENSORS AND CONTRACTORS (INCLUDING THIRD PARTIES PROVIDING SERVICES AS PART OF THE SUBSCRIPTION SERVICE) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF OPTIMUMSSL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN OPTIMUMSSL'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE. OPTIMUMSSL SHALL NOT BE LIABLE TO THE RELYING PARTY FOR ANY LOSS SUFFERED BY THE RELYING PARTY DUE TO THE SUBSCRIBER S BREACH OF THE SUBSCRIBER AGREEMENT Indemnification. You agree to release, indemnify, defend and hold harmless OPTIMUMSSL and any and all OPTIMUMSSL-approved RA s, and any and all of their respective contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, asserted by third parties or incurred by OPTIMUMSSL relating to or arising out of (i) your failure to perform the obligations of a Relying Party in accordance with this Agreement, (ii) your reliance on a Certificate that is not reasonable under the circumstances, or (iii) your failure to check the status of a Certificate to determine if it is expired or revoked. When OPTIMUMSSL is threatened with suit or sued by a third party, OPTIMUMSSL may seek written assurances from you concerning your promise to indemnify OPTIMUMSSL. Your failure to provide such assurances may be considered by OPTIMUMSSL, in its sole and complete discretion, to be a material breach of this Agreement. OPTIMUMSSL shall have the right to participate in any defense of you from a third-party claim or investigation originating from or associate with you or an affiliate of yours use of any OPTIMUMSSL services using legal counsel of our choice and at your own expense. You acknowledge and agree that you have the sole responsibility to defend OPTIMUMSSL against any claim but acknowledge and agree to receive OPTIMUMSSL's prior written consent regarding any related settlement. The terms of this Section 5 will survive any termination or cancellation of this Agreement. 4

5 6. Protection of Private Key 6.1. The security or integrity of a Private Key may be compromised due to an act or omission of a third party which has not been authorized by OPTIMUMSSL, and which may or may not be detected OPTIMUMSSL SHALL NOT BE LIABLE TO THE RELYING PARTY FOR ANY LOSS INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SUFFERED BY ANY PARTY DUE TO THE LOSS, THEFT, UNAUTHORIZED DISCLOSURE, UNAUTHORIZED MANIPULATION, ALTERATION, LOSS OF USE, OR ANY OTHER COMPROMISE OF ANY PRIVATE KEY USED BY THE SUBSCRIBER. 7. Miscellaneous 7.1. Force Majeure. Any delay, cessation, interruption in or failure of performance of OPTIMUMSSL shall not constitute default hereunder if and to the extent such delay or failure of performance is caused by occurrences beyond the reasonable control of OPTIMUMSSL, as the case may be, including but not limited to: acts of God or the public enemy; armed conflict; terrorist action; act of war, rebellion, sabotage or damage resulting therefrom; compliance with any order or request of any governmental authority; earthquake, storm, fire, flood, hurricane or other natural disasters; release of hazardous or toxic substances; explosions; accidents; riots; strikes, lockout, boycott or other concerted acts of workmen, whether direct or indirect; or any other causes whether or not of the same class or kind as those specifically above named, which are not within the reasonable control of OPTIMUMSSL, as the case may be Waiver. The waiver by OPTIMUMSSL of a breach or default of any of the provisions of this Agreement by the Relying Party shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement nor shall any delay or omission on the part of OPTIMUMSSL 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 Relying Party Entire Agreement. (i) This Agreement and all documents referred to herein contain the entire and exclusive agreement and understanding between the parties on the subject matter contained herein and supersedes all prior agreements, understandings and arrangements relating thereto. 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. (ii) OPTIMUMSSL may vary any term of this Agreement at any time without written notice to the Relying Party of the variation. Any variations to this Agreement required by law shall take effect immediately Governing Law. This Agreement and all matters arising from or connected with it, are governed by and shall be construed in accordance with the law of New Jersey and the parties hereby submit to the exclusive jurisdiction of the state and federal courts in the state of New Jersey Survival. This Agreement shall be applicable for as long as you rely on a Certificate or access or use the OPTIMUMSSL database of CRL information. In the event that any provision or term of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable, or void for any reason, such provision or term shall be severed and the remainder of these provisions and terms shall continue in full force and effect Assignment. The Relying Party may not assign or transfer or purport to assign or transfer a right or obligation under this Agreement without first obtaining the prior 5

6 written consent of OPTIMUMSSL. OPTIMUMSSL may assign its rights, duties and obligations hereunder at any time without consent from the Relying Party Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an agency, association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. Each party shall bear its own costs and expenses in performing this Agreement. 6