Starfield Technologies, Inc.
This Starfield Technologies, Inc. SSL Certificate Service Subscriber Agreement ("Agreement") is by and between Starfield Technologies, Inc., an Arizona Corporation, its resellers ("Starfield") and You, Your heirs, agents, successors and assigns ("You"), and is made effective as of the date You submit the Certificate Application to Starfield. This Agreement sets forth the terms and conditions of Your use of Starfield's Certificate Services and represents the entire agreement between You and Starfield. By participating in this transaction, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement. Starfield’s Certificate Services are governed by Starfield’s Certification Practice Statement (“CPS"), which may be amended from time to time. The latest CPS may be found at xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxxx.
The following terms shall be defined in this Agreement as follows:
“CAs” or “Certification Authorities”, are entities such as Starfield that are authorized to create, sign, distribute, and revoke certificates. They are also responsible for distributing certificate status information and providing a repository where certificates and certificate status information is stored.
“Compromise” means a loss, theft, disclosure, modification, unauthorized use, or other breach of security related to a Private Key.
“Confidential Information” means all information obtained as a result of the parties’ entering into this Agreement, which includes but is not limited to, information related to Private Keys, Public Keys, personally identifying information, passwords, and information that is designated as or intended to be confidential.
“Private Key” means a confidential encrypted electronic data file that interfaces with a Public Key using the same encryption algorithm, in order to verify Digital Signatures and encrypt files or messages.
“Public Key” means an encrypted electronic data file that is publicly available for interfacing with a Private Key.
“RAs” or “Registration Authorities”, are the Subordinate Certification Authorities that are under the control of Starfield.
“Relying Party” means an individual or entity that acts in reliance on a Certificate or digital signature associated with a Certificate.
“Reseller” means an individual or entity which has been given permission by Starfield to sell products to Subscribers.
“Subscriber” means the individual or entity that has been issued a Certificate and is authorized to use the Private Key that corresponds to the Public Key in the Certificate.
“Starfield CPS” means the Starfield Certificate Practice Statement, which defines and describes how the Starfield PKI and its Certificates work.
“Starfield PKI” means the Starfield Public Key Infrastructure that provides Certificates for individuals and entities.
“Starfield PKI Site Seal” means a graphic image that a web site displays to show that transactions on that web site are secured by the Certificate Service.
II. The Certificate Service and Your Obligations as a Subscriber.
Upon receipt of Your Certificate Application and payment, Starfield will initiate the necessary authentication procedures to validate Your application. Once this has been completed, Starfield shall provide You with the Certificate Service described in this Agreement and in the Starfield CPS.
(a) generate one or more asymmetric key pairs;
(b) submit public keys and credentials for registration;
(c) take appropriate measures to protect your private key from compromise;
(d) provide information to the RA that is accurate and complete to the best of your knowledge and belief regarding information in your certificates and identification and authentication information;
(e) use the Starfield PKI Site Seal only if you are in compliance with this Agreement and the Starfield CPS and are using a Starfield certificate to secure the application or site on which the seal is displayed;
(f) promptly report loss or compromise of your private key(s) and/or accuracy of your certificate information;
(g) use your key pair(s) in compliance with the Starfield PKI CPS; and
(h) promptly remove the Certificate from the server on which it is installed and remove the Starfield PKI Site Seal upon revocation or expiration.
III. Use Restrictions.
You are prohibited from:
(a) using the Certificate Service on behalf of any other entity;
(b) reselling or attempting to resell Your Certificate without the prior written consent of Starfield;
(c) performing public or private key operations in connection with any domain name and/or entity other than the one submitted by You when You signed up for the Certificate;
(e) importing, exporting, or re-exporting directly or indirectly, any commodity, including Your Certificate, to any country in violation of the laws and regulations of any applicable jurisdiction;
(f) using the Certificate Service to transmit, receive, view or use information which may be associated with spam or morally objectionable activities. Morally objectionable activities include, but are not limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way; or
(g) copying or decompiling (except where such decompilation is permitted by Section 50B of the Copyright, Designs, and Patent Act of 1988), enhancing, adapting, or modifying a Certificate(s), Private Key(s) or Public Key(s).
IV. Starfield Representations and Warranties.
Starfield warrants and represents that, to the best of its knowledge:
(a) it is providing the Certificate Service with reasonable skill and care;
(b) it has taken reasonable care not to introduce informational errors in Your Certificate information when creating Your Certificate;
(c) there are no material misrepresentations of fact in the Certificate known to or originating from the entities approving the Certificate Application or issuing the Certificate; and
(d) the Certificate, revocation services, and Starfield’s use of a repository comply in all material respects with the Starfield CPS.
V. Subscriber Warranties and Representations.
You warrant and represent that:
(a) no unauthorized users have had access to Your Private Key;
(b) the information You put in the Subscriber Certificate is true;
(c) all digital signatures created using the private key corresponding to the public key listed in the Certificate belong to You and the Certificate has been accepted and is functional – it has not expired or been revoked - at the time the digital signature is created;
(d) You are the registrant, or the authorized representative of the registrant, for the domain name associated with the Certificate.
(d) the Certificate and PKI Site Seal are being used lawfully and with authorization; and
(e) You are using the Certificate in a Subscriber capacity, not as a Certificate Authority;
(f) You disclaim any fiduciary relationship between Starfield and any non-Starfield Certification Authorities, and between You and any Relying Party; and
(g) You are not using the Certificate Service in any way that infringes upon the rights of third parties.
Starfield reserves the right to revoke your Certificate if you do not immediately notify Starfield when (i) You or the entity that You have signed up on the Subscriber Application changes its name or domain name; (ii) You discover or suspect that there has been a breach of your Private Key or the security protecting the Private Key;. or if you fail to (iii) pay any invoice from Starfield within forty-five (45) days of receiving it;
(iv) fail to perform any of the material obligations under this Agreement or the CPS, or compromise the security or integrity of the Starfield PKI, or (v) improperly use or misrepresent the Starfield PKI Site Seal. You must also immediately notify any person that may be affected by the breach. If You wish to revoke Your Certificate, revocation requests may be submitted via an online certificate revocation request page.
VII. Private Key Compromise.
You agree that if there is a breach of your Private Key, that You will be solely responsible for any loss or damages related to the breach.
In consideration for the Certificate Service purchased by You and provided to You by Starfield, You agree to pay Starfield or its Reseller at the time service is provided.
Payment is to be made by You by providing either a valid credit card, an online check, or using a cash reserve for charge by Starfield or its Reseller (collectively, the “Payment Method”). If for any reason Starfield or its Reseller is unable to charge Your Payment Method for the full amount owed Starfield for the Certificate Service, or if Starfield or its Reseller is charged a penalty for any fee it previously charged to your Payment Method, You agree that Starfield and its Resellers may pursue all available remedies in order to obtain payment. You agree that among the remedies Starfield and its Resellers may pursue in order to effect payment, shall include but will not be limited to, immediate revocation without notice to You of your Certificate Service. Starfield reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services or necessary to continue providing a high quality level of service. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change your Payment Method at any time by logging into your account. If You elect the automatic renewal option, Starfield or its Reseller will automatically renew, for a period equivalent to the length of your original Certificate Service, any Certificate that is up for renewal and will take payment from the Payment Method You have on file with Starfield or its Reseller, at current rates.
Refunds. If for any reason You are not completely satisfied with the certificate that has been issued to You, You may ask Starfield to revoke the certificate within 30 days of issuance for a refund, minus any fees. Following the initial 30 day period, You may ask Starfield to revoke the certificate and provide a refund if Starfield has breached a warranty or other material obligation under this CPS relating to the You or Your certificate.
IX. Term and Termination.
This Agreement shall begin on the date You submit the Certificate Application to Starfield. Either party may terminate this Agreement for convenience by providing 10 business day’s written notice to the other party. This Agreement shall terminate upon revocation or expiration of the Certificate. If Starfield terminates this Agreement, it may revoke Your Certificate without further notice to You, and You shall pay any charges due but not yet paid under this Agreement.
X. Intellectual Property Rights.
Starfield’s Certificates, Public Keys, and Private Keys are proprietary to Starfield, and title to them remains with Starfield. All applicable common law and statutory rights in the product and updates of them, including, but not limited to, service marks, patents, and copyrights, shall be and will remain the property of Starfield. You shall have no right, title, or interest in such proprietary rights other than that provided for in this Agreement. Starfield grants You a revocable, non-exclusive, non-transferable license to use its Certificates associated with its Certificate Service, which includes the Public and Private Keys and any generated Digital Signatures. Starfield retains all rights it has in any trademark, service xxxx, trade name, or other identifying trade symbols that it owns.
You agree not to use the Starfield name or logo in any way without Starfield’s prior written approval. You are prohibited from using names in your Certificate Application(s) that infringe upon others’ Intellectual Property Rights.
Confidential Information shall only be used for the purposes necessary under this Agreement. You agree that any person who You disclose information to must comply with the requirements of this section. Notwithstanding the previous provisions of this clause, either party may disclose Confidential Information in accordance with applicable laws and regulations or a judicial or other governmental order. This section shall survive past the termination of this Agreement for five years.
XII. Disclaimers of Warranties.
STARFIELD, ITS CAS, ITS RESELLERS, CO-MARKETERS, SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, AND EMPLOYEES MAKE NO REPRESENTATIONS AND EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND UNLESS STATED OTHERWISE WITHIN THE STARFIELD PKI AGREEMENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY TITLE, AND ALSO INCLUDING WARRANTIES THAT ARE STATUTORY OR BY USAGE OF TRADE. STARFIELD MAKES NO WARRANTY THAT ITS SERVICE(S) WILL MEET ANY EXPECTATIONS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. STARFIELD DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES WE PROVIDE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
You shall indemnify and hold harmless Starfield, any non-Starfield Certificate Authorities associated with Starfield PKI, and Starfield’s contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from and against any claims, liabilities, damages, costs and expenses, including reasonable attorney’s fees, court costs, and experts fees, of third parties relating to or arising out of or relating to any use or reliance by a Relying Party on any Starfield Certificate or any service provided in respect to Starfield Certificates, including (i) any misrepresentations, omissions or false statements by you on the Certificate Application, (ii) any unauthorized use or modification of a Starfield Certificate, (iii) failure to take proper measure to assure the security of a Starfield Certificate, and (iv) violations of intellectual property. You agree to notify Starfield of any such claim promptly in writing and to allow Starfield to control the proceedings. You agree to cooperate fully with Starfield during such proceedings.
You shall defend and settle at Your sole expense all proceedings arising out of the foregoing.
XIV. Limitation of Liability.
STARFIELD SHALL NOT BE LIABLE FOR ANY LOSS OF CERTIFICATE SERVICES DUE TO (I) WAR, NATURAL DISASTERS OR OTHER UNCONTROLLABLE FORCES; (2) AN INTERRUPTION THAT OCCURS BETWEEN THE TIME A CERTIFICATE IS REVOKED OR EXPIRES AND THE NEXT SCHEDULED ISSUANCE OF A CERTIFICATE, (3) ARISING FROM THE NEGLIGENT OR FRAUDULENT USE OF CERTIFICATES ISSUED BY STARFIELD, OR (4) DUE TO DISCLOSURE OF PERSONAL INFORMATION CONTAINED WITHIN CERTIFICATES.
THE TOTAL CUMULATIVE LIABILITY OF STARFIELD, ANY INDEPENDENT THIRD-PARTY REGISTRATION AUTHORITY OPERATING UNDER A STARFIELD CA, ANY RESELLERS, OR CO-MARKETERS, OR ANY SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, EMPLOYEES, OR DIRECTORS OF ANY OF THE FOREGOING TO ANY APPLICANT, SUBSCRIBER, RELYING PARTY OR ANY OTHER PERSON, ENTITY, OR ORGANIZATION ARISING OUT OF OR RELATING TO ANY STARFIELD CERTIFICATE OR ANY SERVICES PROVIDED IN RESPECT TO STARFIELD CERTIFICATES, INCLUDING ANY USE OR RELIANCE ON ANY STARFIELD CERTIFICATE, SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS ($1000.00 U.S.) ("CUMULATIVE DAMAGE LIMIT"). THIS LIMITATION SHALL APPLY PER STARFIELD CERTIFICATE REGARDLESS OF THE NUMBER OF TRANSACTIONS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO SUCH STARFIELD CERTIFICATE OR ANY SERVICES PROVIDED IN RESPECT TO SUCH STARFIELD CERTIFICATE. THE FOREGOING LIMITATIONS SHALL APPLY TO ANY LIABILITY WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), LEGISLATION OR ANY OTHER THEORY OF LIABILITY, INCLUDING ANY DIRECT,
INDIRECT, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, RELIANCE, OR INCIDENTAL DAMAGES.
You agree that Starfield may modify this Agreement and the terms of the Certificate Service from time to time. Any such revisions shall be binding and effective immediately upon posting the revised Agreement on the Starfield website. By continuing to use Starfield’s Certificate Service after there has been a revision to this Agreement or the Service, you agree to be bound by such revision.
XVI. Force Majeure.
Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or such other party's employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the above causes which in their judgment may or could be the cause of a delay in the performance of this Agreement.
XVII. Severability and Entire Agreement.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties of the Agreement. The remaining terms and conditions of the agreement will remain in full force and effect.
You agree that this Agreement including the policies it refers to (i.e. the CPS, etc.) constitute the complete and only agreement between You and Starfield regarding the Certificate Service contemplated herein.
XVIII. Venue; Waiver of Trial by Jury.
THIS AGREEMENT SHALL BE DEEMED ENTERED INTO IN THE STATE OF ARIZONA, REGARDLESS OF CONTRACT OR OTHER CHOICE OF LAW PROVISIONS. THE LAWS AND JUDICIAL DECISIONS OF MARICOPA COUNTY, ARIZONA, SHALL BE USED TO DETERMINE THE VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT. YOU AGREE THAT ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT, SHALL BE BROUGHT IN THE COURTS OF MARICOPA COUNTY, ARIZONA. ANY APPLICABLE NATIONAL, STATE, LOCAL AND FOREIGN LAWS, RULES, REGULATIONS, ORDINANCES, DECREES, AND ORDERS INCLUDING, BUT NOT LIMITED TO, RESTRICTIONS ON EXPORTING OR IMPORTING SOFTWARE, HARDWARE, OR TECHNICAL INFORMATION SHALL APPLY TO THIS AGREEMENT.
YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT.
You shall not assign or otherwise transfer the this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization, without Starfield's prior written consent.
The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
Parts III, VII, VIII, IX, X, XI, XII, XIII, XIV, XVI, XVII, XVIII, XIX and XXI shall
survive the termination of this Agreement.
Any notice, demand, or request pertaining to this Agreement or related agreements, such as the CPS, shall be communicated either using email or in writing. Electronic communications shall be effective when received by the intended recipient, and written communications shall be effective five days after mailing or upon receipt, whichever is sooner. Notices concerning breach will be sent either to the email address You have on file with Starfield or mailed first class postage to the postal address You have on file with Starfield.
Notices from You to Starfield shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:
Starfield PKI C/O Starfield Technologies, Inc., 00000 Xxxxx Xxxxxx Xx., Xxxxx 000,
Xxxxxxxxxx, XX 00000 firstname.lastname@example.org
Copyright © Starfield Technologies, Inc. 2004 All Rights Reserved.