Digital Certificate Subscriber Agreement ("Certificate Services Agreement")

This Certificate Services Agreement, including all schedules referenced herein, govern the relationship between you (the "Subscriber") and Secure Business Services, Inc. ("SBS") relating to the Certificate Services (defined further, below). This Certificate Services Agreement is entered into between i) you, your organization (if you are acting on behalf of an organization), collectively referred to herein as "Subscriber" (defined further below), ii) SBS, including SBS's parent company, subsidiaries, and all employees, directors, officers, representatives, agents and affiliates thereof, and iii) a reseller of SBS' (if any), through whom you may be obtaining the services ("SBS Reseller"). You, Subscriber, declare your identity (including organizational affiliation) in the information which you provide through the interface which you use to configure and/or otherwise order the Certificate Services (referred to herein as "Subscriber's Account"). It is a material part of this Certificate Services Agreement that you warrant that the contact information in Subscriber's Account is accurate an that you will keep it up to date.

Definitions and Interpretations. Unless the context requires otherwise, the following terms and expressions shall have the following meanings:
1. "Business Day" means Monday through Friday, but does not include any days recognized by the United States government as holidays;
2. "Certificate Services" means the Digital Certificate services and related products or services, including TrustLogo Services, if ordered by Subscriber, (including Digital Certificates, Public Keys and Private Keys);
3. "Certificate Period" and/or "TrustLogo Period" means the time period for which Certificate and/or TrustLogo Services have been requested by Subscriber, as specified in the Enrollment Form during the online registration process, or until revocation of the Digital Certificates and/or the TrustLogo by SBS in accordance with the terms of this Certificate Services Agreement, whichever is earlier;
4. "Certificate Signing Request" means an electronic data file created by Subscriber using Subscriber's installed SSL or TLS enabled web server software;
5. "Charges" means the charges for the Certificate Services, as described in the online registration process;
6. "Commencement Date" means the date when SBS receives Subscriber's request for Certificate Services, as set out in the Enrollment Form and sent to SBS via the online registration process;
7. "Confidential Information" means all information obtained as a result of the parties entering into this Certificate Services Agreement which relates to the provisions and subject matter of this Certificate Services 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.
8. "CRL" means a certificate revocation list that contains details of Digital Signatures that have been revoked;
9. "Digital Certificate" means a digitally signed electronic data file (conforming to the X509 version 3 ITU standard) issued by SBS 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 authorized to use the Digital Signature and a copy of their Public Key, a serial number, a time period during which the Digital Certificate may be used and a Digital Signature issued by SBS;
10. "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;
11. "Domain Name" means a name registered with a domain name registrar for use as part of Subscriber's URL;
12. "Enrollment Form" means an electronic form on SBS's or SBS Reseller's website, completed by Subscriber by providing the Subscriber Data, and which identifies the requirements for the Certificate Services;
13. "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;
14. "Fully Qualified Domain Name" means a URL that includes a second level Domain Name and that fully identifies a directory on the Server;
15. "IdAuthority Enabled Applications & Services" means the applications and services developed by SBS and its authorized development partners which utilize the TrustLogo Service;
16. "Insolvency Event" means, in respect of any organization (company, partnership, etc.) that is party to this Certificate Services Agreement, that such organization 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;
17. "Internet" means the global data communications network comprising interconnected networks using the TCP/IP standard;
18. "Issue Date" means the date of issue of a Digital Certificate to Subscriber;
19. "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;
20. "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;
21. "Relying Party" shall have the definition set forth in the SBS CPS.
22. "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 SBS's and/or SBS Reseller's website;
23. "Root Domain Name" means the highest level of a URL that identifies multiple directories on the Server;
24. "SBS CPS" means the SBS Certificate Practice Statement, a document setting out the working practices that SBS employs for the Certificate Services and which defines the underlying certificate processes and Repository operations, as may be amended from time to time;
25. "Scope of Use" shall have the following meaning(s):
  1. Subscriber may only use the Secure Server Certificate for the purpose of authenticating the Server and establishing an encrypted session between an SSL v2.0 enabled web browser and Subscriber.
  2. Subscriber may only use the TrustLogo with the IdAuthority Enabled Applications & Services and the Subscriber may only use the TrustLogo for the purpose of identifying a website or authenticating a URL through the use of IdAuthority Enabled Applications & Services.
  3. The total value of any transaction entered into by the Subscriber whilst using the TrustLogo Services must not exceed the "Warranty Level." The Warranty Level shall be determined by the Subscriber in making a selection made through the Enrollment Form and the online registration system.
26. "Secure Server Certificate" means the Digital Certificate produced pursuant to the Certificate Services described in this Schedule;
27. "Site" means a site (location) on the Internet, which may be in the subset of the Internet comprising the World Wide Web, and which generally consists of a home page (the first document a user experiences when entering the site) which may be linked to additional documents and files;
28. "Selected Subscriber Data" means all of the Subscriber Data marked with the initials "SSD;"
29. "Server" means Subscriber's server operating at either a Root Domain Name or Fully Qualified Domain Name provided by Subscriber to SBS and which is cryptographically bound to the public key set out in the Secure Server Certificate;
30. "Software" means any software provided by SBS to enable Subscriber to access or use the Certificate Services;
31. "Subscriber" means the individual or organization named on the Enrollment Form during the online registration process and anyone that acts or purports to act with that person's authority or permission;
32. "Subscriber Data" means information about Subscriber required by SBS to provide the Certificate Services, including without limitation, the following information (additional Subscriber Data may be required during the online registration process):
  1. Certificate Signing Request (SSD), 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, and an acknowledgement of Subscriber's consent to the terms of this Certificate Services Agreement. Items marked as SSD will either be embedded into Subscriber's Secure Server Certificate and all other data referenced in paragraph.
  2. Additional Subscriber Data which may be required for the TrustLogo Services: Subscriber's Corporate Logos, separate billing contact and organizational contact details, 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.
  3. Items marked as "SSD" will either be embedded into the Subscriber's TrustLogo and all other Subscriber Data shall be made available to the Relying Party via the TrustLogo Service;
33. "Third Party Data" means data, information or any other materials (in whatever form) not owned or generated by or on behalf of Subscriber;
34. "TrustLogo" means a hyperlinked graphic provided by SBS and/or an SBS Reseller to a Subscriber for display on the Subscriber's Site, which graphic identifies Subscriber as a subscriber to Certificate Services and which indicates that Subscriber has been validated in accordance with the standards set forth in the SBS CPS. When selected, a response is transmitted containing information about the organization or person to whom the TrustLogo Services pertain and the result of the requested verification.
35. "TrustLogo Services" means the service provided by SBS, which is used to retrieve and verify TrustLogo Credentials by IdAuthority Enabled Applications and Services and display certain information from the TrustLog. TrustLogo Services are not provided unless ordered and paid for by Subscriber;
36. "URL" means a uniform resource locator setting out the address of a webpage or other file on the Internet;
37. "Warranty Level" means the total value of insurance offered with the TrustLogo services and is displayed within the TrustLogo credentials popup windows accessed through the user's browser by hovering the mouse over, or clicking the TrustLogo. The Warranty Level shall be determined by the Subscriber in making a selection made through the Enrollment Form and the online registration system.
38. Subject to Clause 14, 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;
39. The Enrollment Form and the online registration process form part of this Certificate Services Agreement and shall have the same force and effect as if expressly set out in the body of this Certificate Services Agreement, and any reference to this Certificate Services Agreement shall include the forgoing. To the extent that there is an inconsistency between the terms of the body of this Certificate Services Agreement and the forgoing, the terms of the body of this Certificate Services Agreement shall prevail.
Provision of Certificate Services.
1. Provided that SBS is able to validate, to its satisfaction, the Subscriber Data, SBS may accept a Subscriber's application for the Certificate Services (as such application is set out in the Enrollment Form) and shall provide Subscriber with the Certificate Services, save that SBS reserves the right to refuse a Subscriber's application for the Certificate Services by notifying Subscriber as soon as reasonably possible which, in any event, may be within 30 days of the Initiation Date.
2. SBS shall provide a Secure Server Certificate designed for installation within Subscriber's SSL enabled web server software and for use with an SSL v2.0 (or above) or TLS v 1.0 enabled web browser. The Secure Server Certificate shall, in accordance with the Charges paid and selections made by Subscriber during the online registration process either: i) cryptographically bind a Public Key to a the Server operating at a Fully Qualified Domain Name; or ii) cryptographically bind a Public Key to a the Server operating at a Root Domain Name. In either case, the Public Key is used in the SSL/TLS Protocol to authenticate the Server and establish an encrypted session between an SSL v2.0 enabled web browser and Subscriber's Server.
3. SBS may, in accordance with the Charges paid by Subscriber and selections made by Subscriber during the online registration process, provide the TrustLogo Service.
4. Subscriber shall, in consideration for the provision of the Certificate Services and the licenses granted under this Certificate Services Agreement, pay to SBS and/or SBS Reseller the Charges in accordance with Clause 5 of this Certificate Services Agreement.
Use of the Certificate Services
1. The Certificate Services are provided for Subscriber's own use and Subscriber hereby agrees not to resell or attempt to resell (or provide in any form whether for consideration or not) the Certificate Services (or any part of it) to any third party and shall not allow any third party to use the Certificate Services without the written consent of SBS.
2. The Subscriber shall:
  1. Use or access the Certificate Services only in conjunction with the Software or other software that may be provided by SBS from time to time or specified by SBS to be appropriate for use in conjunction with the Certificate Services.
  2. Be responsible, at Subscriber's own expense, for access to the Internet and all other communications networks (if any) required in order to use the Certificate Services and for the provision of all computer and telecommunications equipment and software required to use the Certificate Services save where the same is not expressly provided under the terms of this Certificate Services Agreement;
  3. Obtain and keep in force any authorization, permission or license necessary for Subscriber to use the Certificate Services save where SBS expressly agrees to obtain the same under the terms of this Certificate Services Agreement;
  4. Remain responsible for the generation of Subscriber's Private Key and shall take all reasonable precautions to prevent any violation of, loss of control over, or unauthorized disclosure of Confidential Information relating to the Certificate Services; and
  5. Shall be solely responsible for any transactions of any kind entered into between Subscriber and any third party using or acting in reliance on the Certificate Services and acknowledges that SBS shall not be a party to, or be responsible in any way for, any such transaction.
  6. Bind each and every Relying Party using the Certificate Services to the following terms: "By relying on a SBS digital certificate and/or TrustLogo seal on this site, you agree to be bound by the SBS Relying Party Agreement, which is incorporated herein in its entirety, and which can be found at
  7. http://www.securebusinessservices.com/terms-service-sbs-ssl.asp.
    1. Subscriber acknowledges and agrees that any Digital Certificate or TrustLogo "Guarantee" or other guarantee described in the SBS CPS and provided by SBS in connection with any Certificate Services is provided solely for the benefit of Relying Parties, and Subscriber shall have no rights with respect thereto, including, but not limited to, any right to enforce the terms of or make any claim under any such guarantee.
3. Subscriber shall not use the Certificate Services 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.
License of Digital Certificate Technology
1. SBS grants Subscriber a revocable, non-exclusive, non-transferable personal license to use any Digital Certificates and TrustLogos (if any) provided in accordance with the Certificate Services, any Digital Signature generated using Subscriber's Public Key and Private Key and any manuals or other documents relating to the above insofar as is necessary for Subscriber to utilize the Certificate Services.
2. The Subscriber shall not copy or decompile, reverse engineer, enhance, adapt or modify or attempt to do the same to the Digital Certificates, TrustLogos (if any), 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 SBS's prior written consent.
Charges and Payment Terms
1. The Charges shall be due to be paid by Subscriber on or before the Issue Date. The Charges do not include sales, use, value added, or other taxs or equivalent charges applicable in any country where the Certificate Services is/are provided.
2. SBS reserves the right to terminate the Certificate Services for any reason within 30 days of the Issue Date, in which case, and provided Subscriber is not in breach of this Certificate Services Agreement, SBS and/or SBS Reseller may refund the Charges paid by Subscriber. Otherwise the Charges are nonrefundable.
Security
1. Subscriber shall take all reasonable measures to ensure the security and proper use of all personal identification numbers, account passwords, Private Keys and passwords used in connection with the Certificate Services. Subscriber shall also immediately inform SBS or SBS Reseller 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 authorized to use it, or is being, or is likely to be used in an unauthorized way, or if any of the Subscriber Data provided by Subscriber ceases to remain valid or correct or otherwise changes.
2. Subscriber shall have sole responsibility for all statements, acts and omissions which are made by any party in possession of Subscriber's password, personal identification number, Private Key, or similar authenticator.
3. SBS reserves the right to revoke Subscriber's Digital Certificate in the event that SBS has reasonable grounds to believe that:
  1. A personal identification number, Private Key or password has, or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way;
  2. Subscriber's Digital Certificate has not been issued in accordance with the policies set out in the SBS CPS;
  3. Subscriber has requested that its Digital Certificate be revoked;
  4. There has been, there is, or there is likely to be a violation of, loss of control over, or unauthorized disclosure of Confidential Information relating to the Certificate Services; or
  5. The Subscriber Data is no longer correct or accurate, save that SBS has no obligation to monitor or investigate the accuracy of information in a Digital Certificate after the Issue Date of that Digital Certificate; or
  6. Subscriber has used the Certificate Services with third party software not authorized by SBS for use with the Certificate Services.
4. SBS may, in its absolute discretion after revocation of a Digital Certificate or TrustLogo, reissue a Digital Certificate or TrustLogo to Subscriber or terminate this Certificate Services Agreement in accordance with the provisions of Clause 13.
5. Subscriber agrees to discontinue all use of Subscriber's Digital Certificate and/or TrustLogo if the Certificate Services are revoked in accordance with this Certificate Services Agreement, the Certificate or TrustLogo Period expires, this Certificate Services Agreement is terminated, or any of the information constituting the Subscriber Data ceases to remain valid or correct or otherwise changes.
Confidentiality
1. Neither party shall use any Confidential Information other than for the purpose of performing its obligations under this Certificate Services Agreement save where Confidential Information is required for the provision of the Certificate Services.
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 7 as if such person were a party to this Certificate Services Agreement.
3. Notwithstanding the previous provisions of this Clause 7 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, 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.
4. The restrictions contained in this Clause 7 shall continue to apply to each party for the duration of this Certificate Services Agreement and for the period of 5 years following the termination of this Certificate Services Agreement.
Subscriber Data
1. Subscriber acknowledges that in order to provide the Certificate Services the Selected Subscriber Data shall be embedded in the Subscriber's Digital Certificates and Subscriber hereby consents to the disclosure to third parties of such Selected Subscriber Data held therein.
2. Subscriber hereby grants SBS permission to examine, evaluate, process and in some circumstances transmit to third parties located outside the United States or outside the European Union (as applicable) the Subscriber Data insofar as is reasonably necessary for SBS to provide the Subscription Service.
3. SBS shall in performing its obligations under this Certificate Services Agreement, take reasonable measures, pursuant to the SBS CPS, against the unauthorized or unlawful processing of personal data and against actual loss or destruction of or damage to such data.
Intellectual Property Rights
1. Unless otherwise agreed in writing, the parties agree that Digital Certificates, TrustLogos, SBS Public Keys, and SBS Private Keys are the property of SBS and the Subscribers Private Keys are the property of Subscriber.
2. Subscriber agrees not to use the SBS or the SBS Reseller's name, brand, get-up or logo in any way except with prior written consent from the relevant party.
SBS Obligations
1. SBS agrees to:
  1. Provide the Certificate Services with the reasonable skill and care of a competent provider of similar Certificate Services save that SBS does not undertake to provide a fault free service;
  2. Investigate and verify prior to the Issue Date the accuracy of the information to be incorporated in the Certificate Services in accordance with the procedures set out in the SBS CPS;
  3. Use its reasonable endeavors to provide the Certificate Services within a reasonable period of time after the Commencement Date, provided Subscriber's application for the Certificate Services is accepted by SBS, provided, however, that Subscriber agrees that SBS is under no obligation to meet any agreed date and has no liability to Subscriber for failure to provide the Certificate Services (or any part thereof) by such date; and
  4. 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.
Subscriber Warranties, Representations and Indemnities
1. Subscriber warrants, represents and undertakes that:
  1. All Subscriber Data is, and any other documents or information provided by 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 SBS in any way;
  2. Subscriber has and will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licenses and any other codes of practice which apply to Subscriber or SBS (such codes of practice to be notified to Subscriber by SBS in advance) and that Subscriber has obtained all licenses and consents necessary for performing its obligations to extend full co-operation at all times to third parties working from time to time with SBS; and
  3. Subscriber has full power and authority to enter into this Certificate Services Agreement and to perform all of its obligations under this Certificate Services Agreement.
2. Subscriber shall promptly disclose in writing to SBS anything which constitutes a breach of, or is inconsistent with any of the warranties and undertakings in Clause 11.A.
3. Subscriber shall indemnify SBS and/or SBS Reseller against any claims or legal proceedings which are brought or threatened against SBS and/or SBS Reseller by any third party as a result of Subscriber's breach of the provisions of this Certificate Services Agreement. SBS and/or SBS Reseller will notify Subscriber of any such claims or proceedings and keep Subscriber informed as to the progress of such claims or proceedings.
4. Subscriber agrees not to make any representations regarding the Certificate Services to any third party except as agreed in writing by SBS .
5. Exclusion of Warranties: Save as expressly provided under this Certificate Services Agreement, all other warranties either expressed or implied are hereby excluded to the fullest extent permissible by law, including the warranties of merchantability, fitness for a particular purpose, and noninfringement.
Term and Termination
1. This Certificate Services Agreement shall commence on the Commencement Date and shall continue for the Certificate Period unless terminated earlier in accordance with this Clause 12.
2. Either party may terminate this Certificate Services Agreement for convenience by providing to the other 20 Business Day's written notice, provided, however, that such termination for convenience by Subscriber shall not result in a refund of Charges.
3. This Certificate Services Agreement may be terminated forthwith or on the date specified in the notice:
  1. By any of the parties if one commits any material breach of any term of this Certificate Services 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 non-breaching party to remedy the same or by any party, if in respect of the other party, an Insolvency Event occurs or that other party ceases to carry on its business;
  2. By SBS in the event a Digital Certificate is revoked in accordance with the provisions of Clause 6.C or if SBS is unable to validate, to its satisfaction, all or part of the Subscriber Data.
  3. By SBS for any reason within 30 days of the Issue Date.
Consequences of Termination

A. If this Certificate Services Agreement is terminated by SBS under Clause 12 for any reason or under Clause 15.C, SBS may (in the event that the Certificate Services has not already been revoked) revoke the Certificate Services without further notice to Subscriber and Subscriber shall pay any Charges payable but not yet paid under this Certificate Services Agreement.
Limitation of Liability
1. Nothing in this Certificate Services Agreement shall exclude or limit the liability of any party for fraud or for any statements made fraudulently by any party.
2. SBS shall not be liable to Subscriber for any loss suffered by Subscriber due to use of the Certificate Services outside the Scope of Use or for transactions outside the Maximum Transaction Value.
3. Without prejudice to Subscriber's rights to terminate this Certificate Services Agreement, Subscriber's sole remedy at law, in equity or otherwise in respect of any claim against SBS and/or SBS Reseller with respect to the service(s) provided under this Certificate Services Agreement and/or for any breach of this Certificate Services Agreement shall be limited to the amount Subscriber paid for the specific service(s) which gave rise to the claim. In no event shall SBS, its licensors and contractors, including third parties providing part or all of the Certificate Services, be liable in any way to Subscriber or any other person for any lost profits or revenues, loss of use, loss of data or costs of procurement of substitute goods, licenses, or services or similar economic loss, or for any punitive, indirect, special, incidental, consequential, or similar damages of any nature, whether foreseeable or not, under any warranty or other right hereunder, arising out of or in connection with the performance or non-performance of this Certificate Services Agreement, regardless of whether it has been advised of the possibility of such claim or damages. To the extent that this exclusion or limitation of liability is limited by application of state or other regional law, Subscriber agrees that the liability of SBS its licensors and contractors, including third parties providing part or all of the Certificate Services, and/or SBS Reseller shall be limited to the maximum extent permitted by law in such jurisdiction.
4. SUBSCRIBER FURTHER AGREES THAT NEITHER SBS NOR SBS RESELLER SHALL BE LIABLE TO THE SUBSCRIBER FOR ANY LOSS, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SUFFERED BY ANY PARTY DUE TO THE LOSS, THEFT, UNAUTHORIZED DISCLOSURE, UNAUTHORIZED MANIPULATION, ALTERATION, LOSS OF USE, OR ANY OTHER COMPROMISE OF ANY PRIVATE KEY USED BY THE SUBSCRIBER.
Force Majeure
1. No party hereto shall be liable for any breach of its obligations hereunder resulting from a Force Majeure Event except that a Force Majeaure Event may not excuse a payment obligation.
2. The parties hereto agree to give written notice forthwith to the others 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(ies) not in default shall be entitled to terminate this Certificate Services Agreement, with no party having any liability to any other in respect of such termination.
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.
4. Waiver: The waiver by a party of a breach or default of any of the provisions of this Certificate Services Agreement by another 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 a 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.
Notices
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 Clause 16.B, below, in the case of SBS, or the address of Subscriber as set out on the Enrollment Form or to the contact information provided by Subscriber in Subscriber's Account, or, in the case of SBS Reseller, to the contact information provided to the public by SBS Reseller on SBS Reseller's Site. 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.
2. The address for SBS is Secure Business Services, Inc., 2711 Centerville Road, Suite 300, PMB#1046, Wilmington, DE 19808, Tel: (425) 531-0649, Fax: (866) 236-5109, email (legal@sbssecure.com), to be marked "Attention Legal Dept."
Invalidity and Severability: If any provision of this Certificate Services 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.
Entire Certificate Services Agreement
1. This Certificate Services Agreement, Schedules, and all documents referred to herein contain the entire and exclusive Certificate Services Agreement and understanding between the parties on the subject matter contained herein and supersedes all prior Certificate Services 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 Certificate Services Agreement except as may be expressly stated in this Certificate Services Agreement.
2. This Certificate Services Agreement may be revised from time to time by SBS, which revised Certificate Services Agreement shall become effective 30 days after the revised Certificate Services Agreement is posted to the repository for such agreements at the SBS Site. If Subscriber does not agree to such revision(s), then Subscriber agrees that Subscriber's sole remedy is to discontinue use of the Certificate Services. No Charges or portion thereof shall be refunded, though neither shall additional Charges be levied after such a termination.
3. 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 Certificate Services Agreement.
Assignment: Subscriber may not assign or transfer or purport to assign or transfer a right or obligation under this Certificate Services Agreement without first obtaining the written consent of SBS. SBS may assign or transfer this Certificate Services Agreement in its sole discretion.
Governing Law and Jurisdiction: This Certificate Services Agreement and any disputes regarding its interpretation and enforcement shall be governed by the laws of the United States of America and the State of Washington, as if this Certificate Services Agreement was a contract wholly entered into and wholly performed within the State of Washington. Any action to enforce this Certificate Services Agreement or any matter relating to use of the Certificate Services shall be brought exclusively in the United States District Court for the Western District of Washington, or if there is no jurisdiction in such court, then in a state court in King County, Washington state. Subscriber consents to the exclusive personal and subject matter jurisdiction of such courts and agrees that exclusive venue therein is proper.
Rights of Third Parties: For the avoidance of doubt the parties agree that there shall be no third party beneficiaries of this Certificate Services Agreement.