Please review the Reseller Agreement contract carefully.
CERTIFICATE RESELLER AGREEMENT
THIS CERTIFICATE RESELLER AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN GEOCERTS (AS DEFINED BELOW) AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT (“YOU”). YOU MUST READ AND ACCEPT THIS AGREEMENT BEFORE ENROLLING TO BECOME A GEOCERTS RESELLER. IF YOU DO NOT AGREE TO THESE TERMS, CLICK THE “DECLINE” BUTTON AT THE END OF THIS AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ALL REFERENCES TO “GEOCERTS” IN THIS AGREEMENT SHALL MEAN GEOCERTS, INC.
"Certificate" shall mean, as applicable, any type of digital certificate service GeoCerts makes available, via its relationship with VeriSign, through GeoCerts' Reseller Console.
"Certificate Application" means a request to GeoCerts for the issuance of a Certificate through VeriSign.
"Intellectual Property Rights" means any and all now known or hereafter existing rights associated with intangible property including, but not limited to, registered and unregistered United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how, and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).
"Reseller" shall mean an internet service provider, a systems integrator, a web host, a technical consultant, an application service provider, or other entity that obtains Certificates for re-sale.
"Reseller Console" is a set of Web pages set up by GeoCerts wherein, if you enroll as a reseller, you may (a) purchase Certificate inventory for resale; (b) order Certificates on behalf of your customers; and (c) authorize your customers to enroll for Certificates through URLs provided by GeoCerts.
"GeoCerts Materials" mean hard and electronic versions of any GeoCerts technical manual, sales and marketing material, hardware, or software related to the Certificates that GeoCerts makes available to you via GeoCerts.
“VeriSign PKI” shall mean the VeriSign public key infrastructure that provides Certificates for individuals and organizations.
GeoCerts hereby appoints you as a non-exclusive Reseller for the Certificates offered through its Reseller Console. Enrolling as a Reseller enables you to promote, market and resell Certificates to end user customers.
3.1 Resale Process.
3.1.1 You shall purchase Certificates for resale to your customers. If you wish to enroll for Certificates on behalf of your customers, then you shall require your customers to enter into an agreement with you (each, a "Customer Agreement"). Such Customer Agreement shall, at a minimum, bind your customer to Certificate subscriber terms applicable to the Certificate as specified by GeoCerts and published at http://www.geotrust.com/resources/repository/legal.asp, and provide that GeoCerts shall be an express third party beneficiary of the obligations contained in the Customer Agreement. VeriSign may modify such terms from time to time and you agree to flow-down such new terms to your new customers. Alternatively, your customers may enroll for Certificates through URLs that GeoCerts shall provide to you, in which case you shall require your customers to accept VeriSign’s standard click-through agreement for the applicable Certificate.
3.1.2 Upon issuance, each Certificate shall be valid for the applicable validity period stated in the Certificate unless earlier revoked pursuant to section 3.3.3 below.
3.2 Marketing. You shall use commercially reasonable efforts to market and promote use of the Certificates. You shall be responsible for being knowledgeable about the Certificates and the technical aspects and language related thereto.
3.3.1First-Tier Support. You shall provide your customers with first-tier support including, but not limited to, resolution of pre-sales questions, setup, integration, and post-sale inquiries, basic integration support, problem screening, and basic diagnostics.
3.3.2 Renewal. Both parties shall use commercially reasonable efforts to send renewal notices to your customers who have deployed Certificates within thirty (30) days of Certificate expiry.
3.3.3 Revocation. If your customer requests that you revoke its Certificate, then you must forward such request to GeoTrust on behalf of your customer. If you become aware that your customer’s organizational information used to authenticate and verify your customer’s credential has changed or that your customer has materially breached its obligations under a Customer Agreement, then you shall notify GeoTrust of such change or breach, and GeoTrust may revoke the Certificate. GeoTrust may also revoke a customer's Certificate if you materially breach your obligation under this Agreement. Upon expiration or revocation of a Certificate, you shall permanently remove the applicable Certificate (and, if applicable, seal) from the server on which it is installed and shall not use it for any purpose thereafter. In order to maintain the trust and integrity of the VeriSign PKI, GeoCerts in its sole discretion retains the right to revoke a customer's Certificate for activities that GeoCerts considers harmful to the VeriSign PKI.
3.4 Warranties. You shall (a) conduct business in a manner that reflects favorably at all times on the Certificate services and the good name, good will, and reputation of GeoCerts and VeriSign; (b) promote proper use of the Certificates; (c) avoid false, deceptive, misleading, or unethical practices that are or might be detrimental to GeoCerts, and VeriSign, the Certificates or the public; (d) not make any representation, warranty, or guarantee to customers or to other third parties with respect to the specifications, features, or capabilities of the Certificates that are inconsistent with that published by VeriSign; and (e) not provide the Certificates, Certificate services or any other VeriSign commodities, software or technologies to any proscribed party on the United States Treasury Department's Office of Foreign Asset Control list of "specially designated nationals and blocked persons", the United States Commerce Department's "denied parties list" or the United States Commerce Department's "BIS Entity List" .
4. GEOCERTS’ OBLIGATIONS
4.1 Access to Reseller Console. GeoCerts shall provide you with a user name and password to access the Reseller Console for the purpose of (a) purchasing Certificates; and, if applicable, (b) ordering Certificates on behalf of your customers; and (c) deploying URLs to your customers so that they may enroll for Certificates.
4.2 Ordering and/or Deploying Certificates. If you enroll for Certificates on behalf of your customers, that is you are acting as the reseller AND the Certificate Application’s administrative contact, then GeoCerts shall email relevant order emails, including, but not limited to, order acknowledgement, order fulfillment, and deployment instructions, to you upon VeriSign's authentication of the applicable Certificate Application. Alternatively, if you enroll for Certificates on behalf of your customers but are list your end user customer as the Certificate Application’s administrative contact, then all relevant order emails will be sent by GeoCerts, on your behalf, directly to the your customers. Additionally, all Certificate Applications that are domain-vetted (e.g., QuickSSL, QuickSSL Premium, True BusinessID EV, Power Server ID) and thus require a Domain Approver to approve a Certificate Application by email will be notified via email sent DIRECTLY FROM GEOTRUST.
4.3 Renewal Notices. GeoCerts shall use commercially reasonable efforts to notify you and/or your customer of the expiration of any Certificate at least thirty (30) days prior to the expiration.
4.4 Support. GeoCerts shall provide support as follows: (a) standard phone and email support during normal business hours Monday through Friday (excluding GeoCerts-designated holidays); (b) within twenty-four (24) hours of receipt of an inquiry, a response addressing the issue; (c) twenty-four (24) hour access to support pages on GeoCerts’ website.
4.5 Contact. GeoCerts will make every effort not to contact your customers unless the you make such a request. VeriSign may contact the Certificate Applicant in the process of authentication of the applicable Certificate Application.
4.6 Automated Emails. Emails sent from GeoCerts’ servers on your behalf to your end user customers are sent using the your contact information as the email ‘from’ and ‘reply-to’ attributes, however NO GUARANTEE can be made that emails sent cannot be traced back to GeoCerts.
5. FEES AND TAXES
5.1 Fees. You shall pay GeoCerts the applicable fees as set forth in the Reseller Console for the Certificates purchased, or, if applicable, upon receipt of an invoice from GeoCerts. All fees are due immediately and are non-refundable, except as otherwise stated below. Funds added to your reseller bulk account may only be used to purchase Certificates, in any combination, provided you have sufficient funds available. Unused bulk account balances are not refundable and may only be used for Certificate purchases at www.geocerts.com. Reseller bulk account balances are not transferable.
5.2 Taxes. All taxes, duties, fees and other governmental charges of any kind (including sales, services, use, and value-added taxes, but excluding taxes based on the net income of GeoCerts) which are imposed by or under the authority of any government on the service fees charged herein shall be borne by you and shall not be considered a part of, a deduction from or an offset against such service fees. All payments due to GeoCerts shall be made without any deduction or withholding on account of any tax, duty, charge, penalty, or otherwise except as required by law in which case the sum payable by you in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, GeoCerts receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.
5.3 Price Changes. GeoCerts reserves the right to change the fees for the Certificates at any time. GeoCerts shall use commercially reasonable efforts to provide you with prior notice of any change, but such changes shall not require your consent.
5.4 Re-sale Prices. You shall be solely responsible for determining the fees you charge for the Certificates provided to your customers, and invoicing and collecting such fees.
6.1 Confidential Information. The parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other party that may not be accessible or known to the general public (“Confidential Information”). “Confidential Information” shall include, but not be limited to (a) the terms of this Agreement, (b) GeoCerts’ Materials, and (c) any information which concerns technical details of operation of any of GeoCerts’ products or services.
6.2 No Disclosure. Each party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors, and GeoCerts may disclose to its third party service partners those terms of this Agreement relating to the data or service provided by such partners, if such third parties agree to maintain the confidentiality of such Confidential Information. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement. In addition, the Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to the Receiving Party hereunder. Upon termination or expiration of this Agreement, the Receiving Party shall immediately return to the Disclosing Party all manifestations of the Confidential Information or, at the Disclosing Party’s option, shall destroy all such Confidential Information as the Disclosing Party may designate; provided that such action may be delayed for so long as, and to the extent that, such Confidential Information relates to outstanding payment obligations or is subject to audit, reporting, or retention requirements under this Agreement or applicable law.
6.3 Exclusions. The Receiving Party’s obligations under Sections 6.1 and 6.2 above shall not apply to Confidential Information which: (a) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (c) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (d) is independently developed by the Receiving Party without resort to the Disclosing Party’s Confidential Information; or (e) is required by law or judicial order, provided that prior written notice of such required disclosure is furnished to the Disclosing Party as soon as practicable, and prior to disclosure occurring, in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent such disclosure, and that if such order or remedy cannot be obtained, disclosure may be made without liability.
6.4 Injunctive Relief. Both parties acknowledge that the restrictions contained in this Section 6 are reasonable and necessary to protect their legitimate interests and that any violation of these restrictions will cause irreparable damage to the other party. Each party agrees that damages are not an adequate remedy for any such violation and that the other party will be entitled to seek injunctive relief against each violation.
GeoCerts will treat and process the data you provide in accordance with its respective Privacy Statement, as amended from time to time and accessible from the home page of the website from which you obtained the Certificates. VeriSign may place in the Certificate information that you or your customers provide in the Certificate Application. VeriSign may also (a) publish the Certificate and information about its status in the repository; and (b) use such information for the purposes set out in this Agreement, the Customer Agreement, and in the Privacy Statement. You warrant that you have all necessary rights (including consents) to provide your customer information to GeoCerts and VeriSign.
9. PROPRIETARY RIGHTS
You acknowledge that GeoCerts and its licensors retain all Intellectual Property Rights and title in and to all of their Confidential Information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the services provided by GeoCerts hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing, “GeoCerts Works”). The GeoCerts Works do not include your pre-existing hardware, software, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other party’s Intellectual Property Rights, and each party shall continue to independently own and maintain its Intellectual Property Rights.
10.1 Your Indemnity. You shall indemnify GeoCerts and its directors, officers, agents, employees, contractors, affiliates, and/or subsidiaries against any claim, suit or proceeding by a third party based on or arising out of (a) your breach of this Agreement; (b) your customer's breach of the Customer Agreement; or (c) VeriSign's revocation of a Certificate pursuant to Section 3.3.3.
10.2 GeoCerts’ Indemnity. GeoCerts shall indemnify you and your directors, officers, agents, employees, contractors, parent companies, affiliates, and/or subsidiaries based against any claim, suit or proceeding by a third party based on or arising out of GeoCerts’ breach of this Agreement.
10.3 Notices and Procedures. Subject to the limitations set forth herein, the indemnifying party, at its own expense, shall (a) defend, or at its option settle, any claim, suit, or proceeding against the indemnified party for which it has an indemnification obligation under this Agreement; and (b) pay any final judgment entered or settlement against the indemnified party in any such suit or proceeding defended by the indemnifying party; so long as the indemnified party gives the indemnifying party prompt written notice of such claim, suit, or proceeding and the right to control and direct the investigation, preparation, defense and settlement of such claim. An indemnified party shall reasonably cooperate with the indemnifying party who shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on an indemnified party without the indemnified party's written consent, not to be unreasonably withheld. An indemnified party shall have the right to participate in the defense of any claim with its own counsel and shall be responsible for all costs associated therewith.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
11.1 DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLYPROVIDED HEREIN OR IN THE CUSTOMER AGREEMENT, THE CERTIFICATES ARE PROVIDED "AS IS". GEOCERTS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
11.2 LIMITATION OF LIABILITY. EXCEPT FOR AMOUNTS PAYABLE FOR BREACH OF SECTION 6 (“CONFIDENTIALITY”) OR 8 (“LICENSES TO MATERIALS”), CLAIMS ARISING UNDER SECTION 10 (“INDEMNITY”) AND ANY OUTSTANDING AMOUNTS OWING UNDER SECTION 5 (“FEES AND TAXES”): (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CERTIFICATES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S TOTAL LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED TWO (2) TIMES THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT UP TO A MAXIMUM OF ONE MILLION DOLLARS ($1,000,000).
12. TERM AND TERMINATION
12.1 Term and Termination. This Agreement shall commence on the date you click the "ACCEPT" button and will continue for one (1) year unless earlier terminated.
12.2 Termination for Convenience. Either party shall be entitled to terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other.
12.3 Effect of Termination. Upon the expiration or termination of this Agreement, you shall cease selling, marketing, promoting, and purchasing Certificates. Any expiration or termination of this Agreement shall not discharge any obligation(s) that have accrued. You may invoice and/or collect payment from customers with outstanding balances. Expiration or termination of this Agreement for any reason shall not affect any Customer Agreement and GeoCerts shall continue to support the Certificates that have been purchased prior to the termination date for the validity periods thereof, provided you are not in breach of this Agreement and customer is not in breach of the Customer Agreement.
12.4 Survival of Terms. Expiration or termination of this Agreement shall not relieve either party of any obligations that accrued prior to the date of such expiration or termination. The provisions of Sections 3, 5, 6, 7, 9, 10, 11, and 14, shall survive the expiration or termination of this Agreement for any reason.
13. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section 17 (i) gives prompt written notice thereof; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice.
14. Compliance with Law, Export Requirements, and Foreign Reshipment Liability. Both parties shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with their obligations under this Agreement.
15. Severability. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
16. Governing Law. Any disputes related to the services provided under this Agreement shall be governed in all respects by and construed in accordance with the laws of the State of Georgia, United States of America, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
17. Dispute Resolution. To the extent permitted by law, before you invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall notify GeoCerts, and any other party to the dispute for the purpose of seeking resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:
(i) When each party to the dispute is a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All suits arising in connection with this Agreement shall be brought in the United States District Court for the Northern District of Georgia or the state courts of Fulton County, Georgia, U.S.A. The parties agree that such courts shall have exclusive in personam jurisdiction and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement.
(ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) as modified as necessary to reflect the provisions herein by one or more arbitrators. The place of arbitration shall be in Geneva, Switzerland, and the proceedings shall be conducted in English. In cases involving a single arbiter, that single arbiter shall be appointed by mutual agreement of the parties. If the parties fail to agree to an arbiter within fifteen (15) days, the ICC shall choose an arbiter knowledgeable in computer software law, information security and cryptography or otherwise having special qualifications in the field, such as a lawyer, academician, or judge in common law jurisdiction. Nothing in this Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of this dispute as is necessary to protect either party's Intellectual Property Rights.
18. Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, join venturer, 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. Each party shall bear its own costs and expenses in performing this Agreement.
19. Non-Assignment. Except as stated otherwise, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights herein, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at GeoCerts’ option.
20. Notices and Communications. You will make all notices, demands or requests to GeoCerts with respect to this Agreement in writing to the "Contact" address listed on the website from where you purchased your Certificate.
21. Entire Agreement. This Agreement constitutes the entire understanding and agreement between GeoCerts and you with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Terms and conditions in any purchase orders that are not included in or that conflict with this Agreement are null and void.
Certificate Reseller Agreement Version 1
By accepting you confirm that you have carefully read, understood,
and accept to become bound by the terms and conditions of the Reseller Agreement,
transferring your enrollment information to third parties in accordance with
its Privacy Statement.