Comodo Enterprise Certificate Agreement THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT. IMPORTANT—PLEASE READ THIS AGREEMENT CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING THE COMODO SUBSCRIPTION SERVICES. BY USING, APPLYING FOR, OR ACCESSING THE SUBSCRIPTION SERVICES OR BY ACCEPTING THIS AGREEMENT BY CLICKING ON "I ACCEPT" BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SERVICE 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 OF THIS AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR CREATE, USE, OR ACCESS AN EPKI CERTIFICATE SUBSCRIBER ACCOUNT AND CLICK "DECLINE" BELOW. The terms and conditions set forth below constitute a binding agreement (the "Agreement") between you (the "Subscriber") and Comodo CA Limited ("Comodo") with respect to your or your employee's creation and use of your account for the Subscription Services. To receive the Subscription Services, you must agree to these terms and conditions. You agree that any failure to abide by these terms and conditions shall void any and all obligations of Comodo hereunder. 1. Account Registration 1.1. Certificate Ordering. Subject to the terms and conditions herein, Subscriber may order Certificates for domain names that are owned or directly controlled by the Subscriber. 1.2. Product Prices. Subscriber shall pay the price listed on the Comodo website for each Certificate ordered. Comodo may establish, change, alter, or amend the Comodo Price List and other terms and conditions of a sale in its sole discretion. Subscriber shall be given twenty (20) days prior notice of such changes. Subscriber shall validate all non-EV Certificates. Comodo shall validate the EV SSL Certificates. 1.3. Method of Payment. On or before the Effective Date of this Agreement, Subscriber will pay to Comodo the amount selected during the sign up process as a deposit fee to establish an account for the purchase of Certificates ("Account"). 1.4. Account Funds. The Account funds shall be applied as a credit to Subscriber. All amounts owed by Subscriber for ordered Certificates shall be deducted from the Account. If the Account has insufficient funds then the Certificate will not be issued and Subscriber may not purchase additional certificates until additional funds are deposited into the Account. Subscriber may deposit additional funds into the Account at any time. Unused Account funds shall roll over to the next Renewal Term. Unused Account funds are non-refundable and will not be refunded to Subscriber upon termination or expiration of this Agreement. 1.5. Appointment as RA. Effective immediately after Comodo has validated Subscriber and subject to Comodo's sole discretion, Subscriber is appointed as a Registration Authority to validate and authorize the issuance of non-EV Certificates ordered and is granted a limited, revocable, non-exclusive, non-transferable license to use the Subscription Services to manage, revoke, and request Comodo-branded Certificates for domains owned or directly controlled by Subscriber. 1.6. Management. Subscriber shall be given an account to issue, order, renew, and revoke Certificates for Subscriber's own use. All Certificates shall be validated prior to being issued in accordance with Comodo's CPS and/or EV Policies. EV Certificates shall be validated by Comodo. Other Certificates shall be validated by Subscriber. Subscriber shall be solely responsible for any use of the Subscriber's account name and password and any resulting Certificates, even if the use was not authorized by Subscriber. Subscriber shall promptly inform Comodo of any suspected unauthorized use of its account. 1.7. Registration. Prior to issuing and ordering certificates, Subscriber must be validated and approved by Comodo. Comodo reserves the right to carry out a background credit check on the Subscriber. Subscriber agrees to regularly maintain and update any information provided to Comodo and shall supply additional information about itself as may be required by Comodo. If any information provided to Comodo becomes inaccurate, not current, or incomplete, then Subscriber shall immediately provide Comodo with updated or corrected information. Comodo retains the right to terminate this agreement if any information provided was inaccurate or incomplete. At its sole discretion, Comodo may refuse to allow Subscriber to act as a registration agent and may terminate Subscriber's ability to validate certificates. Subscriber shall promptly notify Comodo if any Subscriber Data changes. 2. Certificates 2.1. Certificate Life Cycle. The lifecycle of each Certificate is limited to the period specified in the CPS for that certificate type. All Certificates shall automatically expire without notice at the end of their lifecycle. Comodo shall not be responsible for any delay or loss of business resulting from an expired certificate. 2.2. Certificate Practice Statement/Validation. Comodo shall maintain a certificate practice statement ("CPS") establishing policies and procedures for the issuance and use of Certificates. Comodo may amend its CPS in its sole discretion. The current version of the CPS is available through the Comodo repository located at www.comodo.com/repository. Non-EV Certificate validation for Subscriber shall be performed by Subscriber in accordance with the Comodo CPS. 2.3. EV Certificates. All EV Certificates shall be validated and issued in accordance with the EV Guidelines and Comodo's EV Policies. EV Certificates may only be issued and validated by Comodo and not by Subscriber. Subscriber shall submit an EV Certificate Request for each ordered EV Certificate. 2.4. Display of Data. In order to provide the Subscription Services, Subscriber Data is embedded in issued Certificates and transferred to third parties for validation purposes. To the extent necessary to provide the Subscription Services, Subscriber consents to the disclosure to third parties of the Subscriber Data. 2.5. Audit. Comodo may perform annual audits on Subscriber's ordering and issuance process to ensure that Subscriber is complying with the Comodo CPS. If Subscriber refuses to allow Comodo to conduct an audit or an audit shows that Subscriber has failed to follow the Comodo CPS when issuing Certificates, Subscriber shall bear the cost of the audit and Comodo may terminate this Agreement. 2.6. Subscriber Agreement. Subscriber shall execute a Subscriber Agreement, either electronically or in hard copy, for each Certificate ordered by Subscriber. The current version of each Subscriber Agreement is available through the Comodo repository. Comodo reserves the right to amend the Subscriber Agreement in its sole discretion. Any amendments made to the Subscriber Agreement shall be binding and effective upon their posting to the Comodo website. Subscriber Agreements will be automatically presented through the Software. 2.7. Limited Rights. The Subscription Service is provided for the Subscriber's own use, and Subscriber shall not resell, attempt to resell, or provide in any form the Subscription Services to any third party. The Agreement is non-exclusive and does not affect Comodo's right to grant similar rights to third parties. All rights not expressly granted to Subscriber herein are reserved to Comodo. 2.8. Limitations. Subscriber warrants and represents that all Subscriber Data, documents, and information provided by the Subscriber are accurate and do not include any information or material which would be unlawful, contrary to public interest or otherwise reasonably likely to damage the business or reputation of Comodo in any way. 2.9. Restricted Countries. Subscriber shall not issue, offer, or order Certificates for any persons or entities located in, or nationals found on, a US restricted persons list. Subscriber shall not use the Certificates in any country or in any manner that violates the Specially Designated Nationals and Blocked Persons list as maintained by the US Department of Treasury. 3. Ordering Platform 3.1. Delivery. Subscriber shall use Comodo's Software to order and issue Certificates. The Software may be used only by connecting remotely over the Internet to Comodo's servers. Subscriber shall not attempt to recreate, install, or develop any of Comodo's online or downloadable software. 3.2. Restrictions. Subscriber agrees not to copy, reproduce, reverse engineer, disassemble, decompile, customize, translate, or alter any software provided as part of the Subscription Services (except as otherwise provided herein) or attempt to unlock or by-pass any access prevention device in Subscription Services or have anyone else do so. 3.3. Ownership. The Software and Certificates are being licensed only and Comodo shall retain all ownership rights to the Subscription Services. Comodo shall be the sole owner of all derivate works or modifications made to the Subscription Services. The Subscription Services shall be and shall always remain the sole property of Comodo regardless of any use, distribution, or modification by Subscriber. Comodo shall have no obligation to grant Subscriber any right to any derivative works. 3.4. Support. Comodo shall provide Subscriber standard (non-branded) customer and technical support at no extra charge. Customer and technical support shall include email support available from 4 am to 8 PM EST during Business Days. 3.5. EV AUTO-Enhancer™ 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. 4. Term and Termination 4.1. Term. The Agreement will become effective upon the Effective Date, and will remain in force for a period of three (3) years (the "Term"), unless otherwise terminated as provided herein. Upon expiration or termination of the Term or a Renewal Term, the parties may renew the Agreement for additional one-year terms by mutual written agreement (a "Renewal Term"). NEITHER PARTY WILL BE LIABLE FOR DAMAGES OR COSTS ARISING FROM THE NATURAL EXPIRATION OR TERMINATION OF THE AGREEMENT. 4.2. Termination. Without prejudice to any other rights or remedies of the party so terminating, a party may terminate the Agreement: (i) if the other party commits a material breach of these Terms and Conditions or the accompanying Agreement and fails to remedy such material breach within ten (10) days after receiving notice of the breach; (ii) immediately, if the other party violates or breaches the limitations on (a) the licenses granted herein, (b) its duty of confidentiality, (c) its duty to adhere to industry standards, or (d) any of the representations made herein by the party; (iii) immediately, if Subscriber issues certificates to a third party; (iv) immediately, if Subscriber fails to abide by the requirements contained in Comodo's CPS, EV CPS, or in the EV Guidelines; (v) if the other party applies for or consents to the appointment of a receiver, trustee, or liquidator for substantially all of its assets or such a receiver, trustee, or liquidator is appointed; or such party has filed against it an involuntary petition of bankruptcy that has not been dismissed within thirty (30) days thereof, or files a voluntary petition of bankruptcy, or a petition or answer seeking reorganization, or an arrangement with creditors, or seeks to take advantage of any other law relating to relief of debtors, or makes an assignment for the benefit of creditors; (vi) upon reasonable notice, if Comodo is no longer allowed to issue Certificates or if a change in industry standards, regulations, or law prevents further use or issuance of Certificates or use of the Subscription Services. 4.3. Events Upon Termination. Upon termination of the Agreement, the licenses granted to Subscriber shall terminate and revert to Comodo. Subscriber shall: (i) cease using the Subscription Services, (ii) cease all use of Comodo's trademarks; (iii) pay to Comodo any amounts still owed; (iv) continue to comply with the confidentiality requirements; (v) deliver to Comodo within five (5) business days all sales manuals, price lists, literature and other materials relating to Comodo; and (vi) immediately discontinue all representations or statements from which it might be inferred that a relationship exists between Comodo and Subscriber. Notwithstanding the foregoing and subject to Section 5, the validity period of any issued Certificates will remain valid for their lifecycle. Any fees paid by Subscriber are nonrefundable, but Subscriber will not incur any additional fees unless otherwise specified herein. 5. Certificate Revocation 5.1. Issued Certificates. Comodo may revoke a Certificate in the event that Comodo has reasonable grounds to believe that: (i) Subscriber requests revocation of one of its Certificate; (ii) Subscriber indicates that the original Certificate Request was not authorized and does not retroactively grant authorization; (iii) a Private Key corresponding to the Public Key in the Certificate has been compromised, that the Certificate has been misused, or that a personal identification number, Private Key, or password has become known to someone not authorized to use it; (iv) Subscriber has violated the Comodo CPS, EV CPS, or EV Guidelines; (v) the Certificate or the Subscription Services are used contrary to law, rule or regulation; (vi) Subscriber's right to use the domain name listed in the Certificate has been revoked or Subscriber has failed to renew its domain name; (vii) the Certificate was not issued in accordance with guidelines and policies associated with the Certificate (including Comodo's CPS); (viii) information appearing in the Certificate is not accurate; (ix) Comodo ceases operations for any reason and has not arranged for another certificate authority to provide revocation support for the Certificate; (x) Comodo's right to issue Certificates under the EV Guidelines expires or is revoked or terminated [unless Comodo makes arrangements to continue maintaining the CRL/OCSP Repository]; (xi) there has been, there is, or there is likely to be a violation of, loss of control over, or unauthorized disclosure of Confidential Information; (xii) 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 Comodo's jurisdiction of operation as described in Section 23 of the EV Guidelines or Section 4.2.10 of the Comodo EV CPS; (xiii) either Subscriber's or Comodo's obligations under the Agreement or the CPS are delayed by a force majeure event; (xiv) the Certificate was issued to persons or entities identified as publishers of malicious software or that impersonated other persons or entities; (xv) the Certificate was issued as a result of fraud or negligence; (xvi) such additional revocation events as Comodo publishes in its CPS; or (xvii) the Certificate, if not revoked, will compromise the trust status of Comodo. In its sole discretion, Comodo may reissue the certificate to Subscriber or terminate the Agreement in accordance with the provisions of Section 4 herein. 6. Intellectual Property Rights 6.1. Modification. Comodo may modify or discontinue any part of the Subscription Services without notice, provided that the modification or discontinuance does not interfere with Subscriber's ability to order Certificates. Except where a modification or discontinuance is a result of a change in industry standards, regulations, or Comodo's ability to issue Certificates, Comodo shall provide ten (10) days written notice of any modifications or discontinuance affecting Subscriber's ability to order Certificates. 6.2. Trademark License. Except as otherwise allowed herein, Subscriber shall not use the Comodo name, brand, trademarks, service marks, logos, or any other intellectual property without the prior written consent of Comodo. Subscriber is granted a license to use the Comodo trademark and brand in connection with the ordering, issuance, and use of Certificates through the Subscription Services. 6.3. Restrictions. Except as otherwise set forth herein, all right, title and interest in and to all Comodo (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 ("Comodo Intellectual Property Rights") are owned by Comodo or its licensors. Subscriber shall not claim any interest in or ownership of the Comodo Intellectual Property Rights. No title to the Comodo Intellectual Property Rights is transferred to Subscriber. 6.4. Goodwill. All goodwill or reputation in Comodo's trademarks shall automatically vest in Comodo. During the term of this Agreement, Subscriber shall not, in any jurisdiction, adopt, use, register, or apply for registration of any Comodo trademark, or any word, symbol, or combination thereof that is confusingly similar to any of the Comodo trademarks. 6.5. Comodo Advertising. Subscriber grants Comodo a non-exclusive, non-transferable, nonsublicensable, royalty-free worldwide license for the duration of this Agreement to use Subscriber's trade marks, service marks, logos, search boxes, domain names, urls, search results, graphics, buttons, banners, and business names in Comodo's marketing material. The goodwill associated with the use shall inure solely to the benefit of the Subscriber. 7. Obligations, Representations, and Warranties 7.1. Website Responsibility. Subscriber is solely responsible for its conduct and its website maintenance, operation, development, and content. Comodo disclaims ALL liability for matters related to Subscriber's website and the use thereof. Subscriber agree to indemnify and hold Comodo harmless from all third party claims, damages and expenses relating to the development, operation, maintenance and content of Subscriber's site. 7.2. Subscriber Obligations: The Subscriber shall: (i) use and access the Subscription Services only for legal purposes; (ii) install each Certificate only on the server accessible at the domain name listed on the Certificate, (iii) be responsible, at its own expense, for its computers, telecommunication equipment, software, access to the Internet and any communications networks (if any) required to use the Subscription Services and the issued Certificates, 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 Comodo expressly agrees to obtain the same under this Agreement; (v) be responsible for the generation of the Private Keys belonging to Subscriber and take reasonable measures to maintain sole control of, keep confidential, properly protect, and ensure the proper use of (a) the Private Keys corresponding to the Public Keys included in the Certificates, (b) personal identification numbers, (c) passwords, and (d) other access information or devices used in connection with the Subscription Service; (vi) provide accurate and complete information to Comodo at all times, both upon requesting a Certificate and thereafter as requested by Comodo, and immediately inform Comodo if any of the Subscriber Data changes; (vii) not install and use a Certificate until Subscriber has reviewed and verified the accuracy of the data in the Certificate; (viii) promptly cease using a Certificate and its associated Private Key, and promptly request Comodo to revoke the Certificate, in the event that: (a) any information in the 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 Certificate; (ix) promptly cease all use of the Private Key corresponding to the Public Key listed in a Certificate upon expiration or revocation of such Certificate; (x) promptly disclose in writing to Comodo anything that constitutes a breach of, or is inconsistent with, any of the obligations or warranties and representations made herein; and (xi) not use the 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. (xii) make representations regarding the Subscription Service to any third party except as first agreed to in writing by Comodo. 8. Confidentiality 8.1. Confidential Information. Except where required by law, a party shall not disclose or use any Confidential Information furnished by a party or its agents (the "Disclosing Party") to another party or its agents (the "Receiving Party"). The Receiving Party shall take all reasonable measures to prevent any unauthorized disclosure by its representatives. The Receiving Party shall notify the Disclosing Party if disclosure of Confidential Information is necessary to comply with the requirements of any law, government order, regulation or legal process prior to such disclosure. 8.2. Exceptions. The provisions of this Section shall not apply to any information that: (i) is already in the possession of the Receiving Party before receipt from the Disclosing Party; (ii) is or becomes rightfully in the public domain without fault of the Receiving Party; (iii) is received by the Receiving Party from a third party who is not under an obligation of confidentiality or a restriction on the use and disclosure of such information, (iv) as limited in Section 8.1, is disclosed in response to the requirements of a law, governmental order, regulation, or legal process, or (v) is disclosed under operation of law to the public without a duty of confidentiality. If a Party asserts one of the exceptions to Confidential Information above, then such Party shall prove the assertion using verifiable documentary evidence. 8.3. Return of Materials. Upon written request of the Disclosing Party, the Receiving Party will promptly destroy or return to the Disclosing Party any Confidential Information in its possession and certify in writing to the Disclosing Party that it has done so. 8.4. Survival. The restrictions contained in this Section shall continue to apply for a period of 5 years following the termination of the Agreement. 9. Indemnification 9.1. Subscriber shall defend, indemnify and hold harmless Comodo and its officers, directors, employees, and agents from and against all claims, costs, damages, expenses, losses or other liabilities (including out of pocket expenses and reasonable attorneys' fees) finally awarded against or finally settled with Comodo arising out of: (i) Subscriber's negligence or willful misconduct in the performance of this Agreement; (ii) Use of Subscriber's website; (iii) Subscriber's breach of the terms of this Agreement. 9.2. Comodo shall defend, indemnify and hold harmless Subscriber and its officers, directors, employees, and agents from and against all claims, costs, damages, expenses, losses or other liabilities (including out of pocket expenses and reasonable attorneys' fees) finally awarded against or finally settled with Subscriber arising out of: (i) Comodo's negligence or willful misconduct in the performance of this Agreement, or (ii) Comodo's breach of the terms of this Agreement. 9.3. A party seeking indemnity ("Indemnitee") under this section shall: (i) promptly provide to the other party ("Indemnifier") notice of any claim or action giving rise to the right of indemnification; (ii) permit the Indemnifier to control the defense and retain counsel to represent the Indemnitee, the costs and fees of which shall be borne by the Indemnifier; (iii) provide reasonable cooperation to the Indemnifier in the defense and/or settlement of the action. 10. Exclusion of Warranties 10.1. EXCEPT AS OTHERWISE PROVIDED HEREIN, COMODO EXPRESSLLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED AND AT LAW OR IN EQUITY. COMODO EXPRESS DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMODO DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR THAT THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THIS DISCLAIMER IS EFFECTIVE TO THE MAXIMUM AMOUNT ALLOWED UNDER ANY APPLICABLE LAW. 11. Limitation of Liability 11.1. Nothing herein 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. 11.2. SUBJECT TO SECTION 11.1, COMODO'S ENTIRE LIABILITY TO SUBSCRIBER UNDER THIS AGREEMENT AND SUBSCRIBER'S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, IS SOLELY LIMITED TO THE AMOUNT PAID FOR THE SUBSCRIPTION SERVICES DURING THE TERM OF THE AGREEMENT, REGARDLESS OF THE AMOUNT OR EXTENT OF ANY ACTUAL DAMAGES SUFFERED. 11.3. IN NO EVENT SHALL COMODO OR ITS AFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF IT 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, COMODO'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE. 11.4. Except for actions and claims related to a party's indemnification and confidentiality obligations, all actions or claims relating to this Agreement must be brought within one (1) year from the date when the cause of action occurred. 11.5. Subscriber's exclusive remedy for any defect in a product for which Comodo is responsible shall be to have Comodo attempt to correct or cure any reproducible defect through commercially reasonable efforts. If Comodo does not correct or cure a material defect in a reasonable amount of time, Subscriber's exclusive remedy shall be a refund of the amount paid for the defective product. Comodo shall not be obligated to correct, cure, or otherwise remedy any defect in a product if a modification has been made to the product, if the product has been misused or damaged, or if Subscriber failed to promptly report to Comodo the existence and nature of the defect. 12. Miscellaneous 12.1. Independent Contractor. Comodo and Subscriber expressly acknowledge and agree that they are acting as independent contractors and not employees or agents of the other. Comodo and Subscriber are not, and shall not in any direct or indirect way hold themselves out as or be considered to be, joint venturers, partners, principals, servants, employees, or fiduciaries of each other. Neither Comodo nor Subscriber shall have the power to bind or obligate the other. Comodo shall not be responsible for any liability or debts incurred by Subscriber. Subscriber shall be responsible for its expenses and employees. 12.2. Adherence to Standards. The parties agree to comply with security and privacy standards that are comparable with the WebTrust CA standards. Comodo and Subscriber agree to protect each other's intellectual property, good will, and reputation and to assume mutual fiduciary duties to protect each other's encryption products. 12.3. Force Majeure and Internet Frailties. Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond the party's reasonable control, including acts of God, storms, hurricane, earthquakes, riots, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause that cannot reasonably be foreseen or controlled by such party. A party will not be liable as result of failures or errors related to the use or operation of the Internet. 12.4. Impossibility. A party shall not be liable for failing to fulfill any provision of the Agreement that is rendered impossible as a result of an operation of law or because of an act of a government or political subdivision having jurisdiction over the party or its parent. 12.5. Severability. If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties. 12.6. Waiver. No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default. 12.7. Notices. All notices shall be in writing and in English and may be made by first class mail, return receipt requested, sent to the address specified in the Agreement. 12.8. Entire Agreement. The Agreement, these terms and conditions, and any applicable Schedules and all documents referred to herein contain the entire and exclusive agreement and understanding between the parties on the subject matter of the agreement. The Agreement supersedes all prior agreements, understandings and arrangements related to the subject matter. No representation, undertaking or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement. Without prejudice to any liability for fraudulent misrepresentation, Comodo shall not be under any liability and Subscriber shall not have any remedy with respect to misrepresentations or untrue statements except to the extent that the claim is based on the breach of the Agreement. 12.9. Modifications. No amendment or modification of the Agreement (include these terms and conditions) shall be of any effect unless in writing and signed by a duly authorized officer of each party. Except as otherwise provided herein. Subscriber agrees that Comodo may at any time: (i) amend the CPS, the EV CPS, and its Subscriber Agreements, and (ii) modify the Subscription Services. Any revisions to the CPS or EV CPS will be binding and effective immediately after the earlier of (a) the revision being posted in the Comodo Repository or (b) notification to Subscriber by e-mail or United States mail. Any continued use of the Subscription Services after the revision becoming effective shall constitute Subscriber's acknowledgement and acceptance of such revisions. 12.10. Assignment. Subscriber may not assign or transfer, or purport to assign or transfer, any of its rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without first obtaining Comodo's prior written consent, which shall not be unreasonably withheld. Comodo may assign or transfer this agreement in its sole discretion. 12.11. Governing Law and Venue. The Agreement shall be interpreted and construed under the laws of the United Kingdom without regard to its conflicts of law principles. 12.12. Survival. The provisions relating to confidentiality, non-disclosure, proprietary rights, indemnification and limitations of liability shall survive the termination of the Agreement All provisions related to Certificate use, revocation, termination, and any associated obligations shall survive for as long as the issued Certificate remains valid. 12.13. Rights of Third Parties. The Application Software Vendors and Relying Parties are the only intended third party beneficiaries under the Agreement. 12.14. Counterparts. The Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of the Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 12.15. Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 13. Definitions and Interpretations. In the Agreement, unless the context requires otherwise, the following terms and expressions have the following meanings: 13.1. "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. 13.2. "Applicant" means the entity that is applying for or seeking an EV Certificate; 13.3. "Certificate" means a digitally signed document that is a public-key certificate in the version 3 format specified by ITU-T Recommendation X.509. The digital signature on the certificate binds a Subscriber's identity and other data items to a public key value, thus attesting to the ownership of the public key by the Subscriber; 13.4. "Certificate Lifecycle" means the time period during which a Certificate remains valid and may be used as set out herein; 13.5. "Certificate Practice Statement" means the document setting out the working practices that Comodo employs for the provisioning of Certificates and which defines the underlying certificate processes and Repository operations, as may be amended from time to time; 13.6. "Certificate Requester" means a natural person who is either employed by Applicant or an authorized agent who has express authority to represent Applicant that completes and submits an EV Certificate Request on behalf of Applicant; 13.7. "Confidential Information" means all material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and intellectual property rights of a party that is not accessible or known to the general public. Confidential Information includes (a) all information related to software utilized by the parties to create, operate or perform their respective obligations hereunder, (b) personal identification numbers and passwords; and (c) all information about the technical details of Comodo's services and products; 13.8. "Domain Name" means a name registered with an Internet registration authority for use as part of the Subscriber's URL; 13.9. "EV AUTO-Enhancer" means the patent-pending process and software used by Comodo to enable EV functionality on web browsing computers using a modified Apache configuration file or the Comodo developed IIS plug-in. 13.10. "EV Certificate" or "Extended Validation Certificate" means a Certificate that is signed to the Comodo extended validation root certificate and that has been issued pursuant to the Guidelines. Usage and issuance of EV Certificates shall at all times comply strictly with the requirements of the EV Guidelines and Comodo's EV CPS. EV Certificates will only be issued by Comodo after validation is performed in accordance with the EV Guidelines and Comodo EV CPS; 13.11. "EV Certificate Request" means a request from Applicant to Comodo that requests the issuance of an EV Certificate and is signed by a Certificate Requester; 13.12. "EV Enhancer" means the process and software used by Comodo 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. 13.13. "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, and which are available online at http://www.cabforum.org. The EV Guidelines are subject to change without prior notice being given by Comodo; 13.14. "EV Policies" means Comodo's 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; 13.15. "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; 13.16. "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; 13.17. "Registration Authority" means an agent designated by Comodo to validate customers in accordance with the Comodo Certificate Practice Statement. EV Certificates may not be validated by Subscriber and shall be validated by Comodo; 13.18. "Relying Party" means any individual or entity that relies on a valid EV Certificate. An Application Software Vendor is not considered a Relying Party when its software merely displays information regarding a Certificate. 13.19. "Repository" means the publicly available collection of documents related to Comodo's Certificate practices and databases for storing and retrieving information relating to Certificates, all of which may be accessed via the Comodo website; 13.20. "Software" means Comodo's certificate ordering platform, the related API's, the relevant documentation, and any other software provided to Subscriber to order and validate Certificates; 13.21. "Subscriber Agreement" means an agreement between Subscriber and Comodo in connection with the provisioning of a Certificate; and 13.22. "Subscriber Data" means the information about Subscriber required by Comodo to provide the Subscription Services; 13.23. "Subscription Service" means the services and products being provided to Subscriber under this Agreement, including the Certificates and the Software and any accompanying documentation. ACCEPTANCE BY CLICKING "I ACCEPT" BELOW, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH ALL OF THEM AS PRESENTED HEREIN. DO NOT CLICK THE "I ACCEPT" BOTTON IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. ======================================================================== IdAuthority Express Certificate Subscriber Agreement 1. Application of Terms 1.1 These terms and conditions and schedules thereto, set out below govern the relationship between you (the 'Subscriber') and Comodo CA Limited ('Comodo'). 2. Definitions and Interpretations 2.1. In this Agreement, unless the context requires otherwise, the following terms and expressions shall have the following meanings: "Business Day" means Monday to Friday inclusive excluding any days on which the banks in London are closed for business (other than for trading in Euros); "Certificate Period" means the time period during which a Digital Certificate remains valid and may be used as set out in the Schedule; "Charges" means the charges for the Subscriber Services as set out in Schedule 1 of this Agreement; "Commencement Date" means the date when Comodo receives the Subscriber's request for Subscriber Services set out in the Enrolment Form and sent to Comodo via the online registration process; "Comodo CPS" means the Comodo Certificate Practice Statement, a document setting out the working practices that Comodo employs for the Subscriber Services and which defines the underlying certificate processes and Repository operations, as may be amended from time to time; "Comodo Group Company" means a Comodo subsidiary or holding company, or a subsidiary of that holding company, all as defined by section 736 of the Companies Act 1985 as amended by the Companies Act 1989; "Confidential Information" means all information obtained as a result of the parties entering into this agreement which relates to the provisions and subject matter of this Agreement (including but not limited to all Private Keys, personal identification numbers and passwords) and the business, systems or affairs of the other party and which is marked or designated in writing by the other party as being confidential. "CRL" means a certificate revocation list that contains details of Digital Signatures that have been revoked by Comodo; "Digital Certificate" means a digitally signed electronic data file (conforming to the X509 version 3 ITU standard) issued by Comodo 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 authorised 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 Comodo; "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; "Enrolment Form" means an electronic form on Comodo's website completed by the Subscriber by providing the Subscriber Data and which identifies the requirements for the Subscription Service; "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; "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; "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; "Repository" means a publicly available collection of databases for storing and retrieving Digital Certificates, CRL's and other information relating to Digital Certificates and which may be accessed via Comodo's website; "Schedule" means the schedule attached to this Agreement; "Scope of Use" shall have the meaning, if any, set out in Schedule 1 to this Agreement; "Site" means a place at which Comodo agrees to provide the Subscription Service; "Selected Subscriber Data" means all of the Subscriber Data set out in the Schedule to this Agreement marked with the initials 'SSD' "Software" means any software provided by Comodo to enable the Subscriber to access or use the Subscription Service; "Subscriber" means the individual or body corporate named on the Enrolment Form during the online registration process and anyone that acts or purports to act with that person's authority or permission; "Subscriber Data" means information about the Subscriber required by Comodo to provide the Subscription Services, including without limitation, the information set out in the Schedule to this Agreement (which may or may not contain personal data for the purposes of the Data Protection Act 1998) which must be provided by the Subscriber on the Enrolment Form during the online registration process; "Subscription Service" means the Digital Certificate subscription services and any products (including Digital Certificates, Public Keys and Private Keys) described in the Schedule to this Agreement; "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. 2.2 Subject to Clause 16, references to 'indemnifying' any person against any circumstance include indemnifying and keeping him harmless from all actions, claims and proceedings from time to time made against him and all loss, damage, payments, cost or expenses suffered made or incurred by him as a consequence of that circumstance; 2.3 The schedule to this Agreement forms part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedule. To the extent that there is an inconsistency between the terms of the body of this Agreement and its schedule, the terms of the body of this Agreement shall prevail. 3. Provision of Digital Certificate Subscription Services 3.1 Provided that Comodo is able to validate, to its satisfaction, the Subscriber Data, Comodo shall accept a Subscriber's application for the Subscription Service (as such application is set out in the Enrolment Form) and shall provide the Subscriber with the Subscription Service set out in the Schedule in accordance with the terms of this Agreement and the Schedule, save that Comodo reserves the right to refuse a Subscriber's application for the Subscription Service by notifying the Subscriber as soon as reasonably possible. 3.2 Subscriber shall, in consideration for the provision of the Subscription Service and the licences granted under this Agreement, pay to Comodo the Charges set out in the Schedule in accordance with clause 6 of this Agreement. 4. Use of the Subscription Service 4.1. The Subscription Service is provided by Comodo for the Subscriber's own use and the Subscriber hereby agrees not to resell or attempt to resell (or provide in any form whether for consideration or not) the Subscription Service (or any part of it) to any third party and shall not allow any third party to use the Subscription Service without the written consent of Comodo. 4.2. The Subscriber shall: (i) Use or access the Subscription Service only in conjunction with the Software or other software that may be provided by Comodo from time to time or specified by Comodo to be appropriate for use in conjunction with the Subscription Service. (ii) be responsible, at its own expense, for access to the Internet and all other communications networks (if any) required in order to use the Subscription Service and for the provision of all computer and telecommunications equipment and software required to use the Subscription Service save where the same is not expressly provided under the terms of this Agreement; (iii) obtain and keep in force any authorisation, permission or licence necessary for the Subscriber to use the Subscription Service save where Comodo expressly agrees to obtain the same under the terms of this Agreement; (iv) remain responsible for the generation of any Subscriber's Private Key and shall take all reasonable precautions to prevent any violation of, loss of control over, or unauthorised disclosure of confidential information relating to the Subscription Service; and (v) shall be solely responsible for any transactions of any kind entered into between the Subscriber and any third party using or acting in reliance on the Subscription Service and acknowledges that Comodo shall not be a party to, or be responsible in any way for, any such transaction. 4.3. The Subscriber shall not use the Subscription Service to transmit (either by sending by email or uploading using any format of communications protocol), receive (either by soliciting an e-mail or downloading using any format of communications protocol), 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. 5. Licence of Digital Certificate Technology 5.1. Comodo grants the Subscriber a revocable, non-exclusive, non-transferrable personal licence to use any Digital Certificates provided 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 utilise the Subscription Services. 5.2. The Subscriber shall not copy or decompile (except where such decompilation is permitted by section 50B of the Copyright, Designs and Patent Act 1988) 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 without Comodo's prior written consent. 6. Charges and Payment Terms 6.1. The Charges shall be due to be paid by the Subscriber on or before the Issue Date. 6.2. Comodo shall refund the Charges (including any Value Added Tax or any other appropriate sales, use tax or equivalent charge) paid to it by the Subscriber if within 20 Business Days of the Issue Date, the Subscriber has not used the Subscription Service and has, within this period, made a written request to Comodo for revocation of the Digital Certificate issued to it or Comodo revokes the Digital Certificate pursuant to Clause 7.3. 7. Security 7.1. The Subscriber shall take all reasonable measures to ensure the security and proper use of all personal identification numbers, Private Keys and passwords used in connection with the Subscription Service. The Subscriber shall also immediately inform Comodo if there is any reason to believe that a personal identification number, Private Key or password has or is likely to become known to someone not authorised to use it, or is being, or is likely to be used in an unauthorised way, or if any of the Subscriber Data provided by the Subscriber using the on-line registration process or subsequently notified to Comodo ceases to remain valid or correct or otherwise changes. 7.2. The Subscriber shall have sole responsibility for all statements, acts and omissions which are made under any password provided by it to Comodo. 7.3. Comodo reserves the right to revoke a Subscriber's Digital Certificate in the event that Comodo has reasonable grounds to believe that: (i) a personal identification number, Private Key or password has, or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way; (ii) a Subscriber's Digital Certificate has not been issued in accordance with the policies set out in the Comodo CPS; (iii) the Subscriber has requested that its Digital Certificate be revoked; (iv) there has been, there is, or there is likely to be a violation of, loss of control over, or unauthorised disclosure of Confidential Information relating to the Subscription Service; or (v) the Subscriber Data is no longer correct or accurate, save that Comodo has no obligation to monitor or investigate the accuracy of information in a Digital Certificate after the Issue Date of that Digital Certificate; or (vi) the Subscriber has used the Subscription Service with third party software not authorised by Comodo for use with the Subscription Service. and Comodo may, in its absolute discretion after revocation of a Digital Certificate, reissue a Digital Certificate to the Subscriber or terminate this Agreement in accordance with the provisions of Clause 15. 7.4. The Subscriber agrees to discontinue all use of the Subscriber's Digital Certificate if the Subscriber's Digital Certificate is revoked in accordance with this Agreement, the Certificate Period expires, this Agreement is terminated, or any of the information constituting the Subscriber Data ceases to remain valid or correct or otherwise changes. 8. Confidentiality 8.1. Neither party shall use any Confidential Information other than for the purpose of performing its obligations under this Agreement save where Confidential Information is required for the provision of the Subscription Service. 8.2. Each party shall procure that any person to whom Confidential Information is disclosed by it complies with the restrictions set out in this clause 8 as if such person were a party to this Agreement. 8.3. Notwithstanding the previous provisions of this clause 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, including (amongst other bodies) the London Stock Exchange Limited or the Panel on Take-overs and Mergers, 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. 8.4. The restrictions contained in this clause 8 shall continue to apply to each party for the duration of this Agreement and for the period of 5 years following the termination of this Agreement. 9. Subscriber Data 9.1. The Subscriber acknowledges that in order to provide the Subscription Service the Selected Subscriber Data shall be embedded in the Subscriber's Digital Certificates and the Subscriber hereby consents to the disclosure to third parties of such Selected Subscriber Data held therein. 9.2. The Subscriber hereby grants Comodo 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 Comodo to provide the Subscription Service. 9.3. Comodo 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 organisational measures against the unauthorised or unlawful processing of personal data and against actual loss or destruction of or damage to such data. 10. Intellectual Property Rights 10.1. Unless otherwise agreed in writing, the parties agree that Digital Certificates, Comodo Public Keys, and Comodo Private Keys are the property of Comodo and the Subscribers Private Keys are the property of the Subscriber. 10.2. The Subscriber agrees not to use the Comodo name, brand, get-up or logo in any way except with Comodo's prior written consent. 11. Comodo Obligations Comodo agrees to: (i) provide the Subscription Service with the reasonable skill and care of a competent provider of similar Digital Certificate services save that Comodo does not undertake to provide a fault free service; (ii) investigate and verify prior to the Issue Date the accuracy of the information to be incorporated in the Digital Certificate in accordance with the procedures set out in the Schedule to this Agreement; (iii) use its reasonable endeavours to provide the Subscription Service by the date agreed in writing with the Subscriber but that Comodo is under no obligation to meet any agreed date and has no liability to the Subscriber for failure to provide the Subscription Service (or any part thereof) by such date; and (iv) maintain a copy in the Repository and details in the CRL of each Digital Certificate which has been revoked or has expired for a reasonable period after the Digital Certificate's revocation or expiry. 12. Subscriber Warranties, Representations and Indemnities 12.1. 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 Comodo in any way; (ii) it has and will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Subscriber or Comodo (such codes of practice to be notified to the Subscriber by Comodo in advance) and that the Subscriber has obtained all licences and consents necessary for performing its obligations to extend full co-operation at all times to third parties working from time to time with Comodo; and (iii) it has full power and authority to enter into this Agreement and to perform all of its obligations under this Agreement. 12.2. Subscriber shall promptly disclose in writing to Comodo anything which constitutes a breach of, or is inconsistent with any of the warranties and undertakings in Clause 12.1. 12.3. The Subscriber shall indemnify Comodo against any claims or legal proceedings which are brought or threatened against Comodo by any third party as a result of the Subscriber's breach of the provisions of this Agreement. Comodo will notify the Subscriber of any such claims or proceedings and keep the Subscriber informed as to the progress of such claims or proceedings. 12.4. The Subscriber agrees not to make any representations regarding the Subscription Services to any third party except as agreed in writing by Comodo. 13. Exclusion of Warranties Save as expressly provided under this Agreement all other warranties either expressed or implied are hereby excluded to the fullest extent permissible by law. 14. Term and Termination 14.1. This Agreement shall commence on the Commencement Date and shall continue for the Certificate Period unless terminated earlier in accordance with this Clause 14. 14.2. Either party may terminate this Agreement for convenience by providing to the other 20 Business Day's written notice. 14.3. 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 Comodo in the event a Digital Certificate is revoked in accordance with the provisions of Clause 7.3 or if Comodo is unable to validate, to its satisfaction, all or part of the Subscriber Data. 15. Consequences of Termination If this Agreement is terminated by Comodo under Clause 14 for any reason or under Clause 17.3 Comodo 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 Charges payable but not yet paid under this Agreement. 16. Limitation of Liability 16.1. 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; 16.2. Subject to clause 16.1 Comodo shall not be liable to the Subscriber 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 Comodo shall be liable to the Subscriber in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise, Comodo's maximum liability to the Subscriber shall be limited to the Charges paid by the Subscriber under this Agreement or $10,000, whichever is the greater. 16.3. Comodo shall not be liable to the Subscriber for any loss suffered by the Subscriber due to use of the Digital Certificate outside the Scope of Use or for transactions outside the Maximum Transaction Value. 16.4. Without prejudice to Subscriber's rights to terminate this Agreement, Subscriber's sole remedy at law, in equity or otherwise in respect of any claim against Comodo shall be limited to damages. 17. Force Majeure 17.1. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from a Force Majeure Event. 17.2. 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. 17.3. The party asserting a Force Majeure Event shall not be excused performance of its obligations unaffected by such a Force Majeure Event and shall endeavour to seek an alternative way of fulfilling its affected obligations without any materially adverse affect on the other party. 18. Waiver 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. 19. Notices 19.1. Notices shall be in writing, and shall be sent to the other party marked for the attention of the person either at the address set out in 19.2 below in the case of Comodo, or the address of the Subscriber as set out on the Enrolment Form. Notices may be sent be first-class mail or facsimile transmission provided that facsimile transmissions are confirmed within 12 hours by first-class mailed confirmation of a copy. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 48 hours after posting and correctly directed facsimile transmissions shall be deemed to have been received 12 hours after dispatch. 19.2 The address for Comodo CA Limited is 3rd Floor, 26 Office Village, Exchange Quay, Trafford Road, Salford, M5 3EQ United Kingdom, Tel: + 44.(0)161.874.7070, Fax: + 44.(0)161.877.1767 to be marked for the attention of The Digital Certificate Subscriber Agreement Administrator. 20. 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, the continuation in full force and effect of the remainder of the provisions will not be prejudiced. 21. Entire Agreement 21.1. This Agreement and Schedules 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. 21.2. 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. 22. Assignment 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. 23. Governing Law and Jurisdiction This Agreement and all matters arising from or connected with it, are governed by and shall be construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts. 24. 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 which it may enter against Comodo. IdAuthority Express Product Schedule 1 Definitions used in this Schedule 'IdAuthority Express Credentials' means the Digital Certificate produced pursuant to the service described in this Schedule; 'IdAuthority Enabled Applications & Services' means the applications and services developed by Comodo and its authorised development partners which utilise the IdAuthority service 'IdAuthority Service' means the service provided by Comodo which is used to retrieve and verify IdAuthority Express Credentials by IdAuthority Enabled Applications and Services and display certain information from the IdAuthority Express Credentials. 2 The Subscription Service Comodo shall provide a IdAuthority Express Credentials which will offer the express functionality of the IdAuthority Premium Credentials and provide an introduction to the benefits of the IdAuthority Service to the Subscriber. 3 Scope of Use 3.1 The Subscriber may only use the IdAuthority Express Credentials with the IdAuthority Enabled Applications & Services and the Subscriber may only use the IdAuthority Express Credentials for the purpose of identifying a website or authenticating a URL. 3.2 The total value of any transaction entered into by the Subscriber whilst using the Subscription Service must not exceed $0.01. 3.3 Comodo's maximum liability to the Subscriber shall be limited to the Charges paid by the Subscriber under this Agreement or $0.01 whichever is the greater. 4 Charges There is no charge for the provision of a IdAuthority Express Credentials . The IdAuthority Express Credentials shall remain valid for the Certificate Period set out at paragraph 5 below. 5 Certificate Period The Certificate Period shall commence on the Issue Date and shall continue for 365 days or until revocation of the Digital Certificate by Comodo in accordance with the terms of this Agreement, whichever is earlier. 6 Subscriber Data 6.1 The Subscriber shall provide the following Subscriber Data: Company Name (SSD), Street address 1, Street Address 2, PO Box, City (SSD), County/State (SSD), Postal/Zip code, Domain Name (SSD), an account username, an account password, Administrator contact details. 6.2 The Subscriber shall optionally provide: Administrator contact details, an account username, an account password, Authorised card payment acceptance methods (SSD):*(Visa, MasterCard, American Express, Diners Club, Discover and JCB), Proof of Authorisation for Card Payment Methods chosen to be included in the Payment Acceptance Certificate, Business Description, URL of Subscriber Privacy Statement, URL of Subscriber Terms & Conditions, URL of Shipping Details, URL of Returns Policy, Customer Contact Telephone Number, Customer Contact Fax Number, Customer Complaints Email Contact, Customer Feedback Email, Customer Support Email, Webmaster Contact Email and up to three self defined email addresses, and an acknowledgement of Subscriber's consent to the terms of this Agreement. Items marked as SSD will either be embedded into the Subscriber's IdAuthority Express Credentials and all other data referenced in paragraph 6.2 shall be made available to the Relying Party via the IdAuthority Service but will not be contained within the Digital Certificate itself. 6.3 Subscriber shall also provide, immediately on receipt of a written request from Comodo, its choice of IdAuthority Express Credentials options.