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SafeScrypt OnSite SM Agreement
This SafeScrypt OnSite SM Agreement ("Agreement") is entered into between . SafeScrypt Limited (hereinafter called `SafeScrypt') "), and the entity listed at the bottom of this Agreement ("LRA", also known as "RA").
BACKGROUND
LRA wishes to become a Local Registration Authority within SafeScrypt 's VTN (VeriSign Trust Network) Public Certification Services - (" VTN PCS"). A Local Registration Authority assists other persons or entities in applying for digital certificates, approving certificate applications, and (where necessary) revoking their certificates. SafeScrypt will issue, manage, suspend, revoke, and/or renew certificates in accordance with LRA's instructions and SafeScrypt' s Certification Practice Statement ("CPS") then currently in effect, published at https://www. safescrypt.com/repository/CPS .
1. Definitions. Unless otherwise noted herein, defined (capitalized) terms in this Agreement shall have the meanings given to them in the then current CPS. "LRAA Certificate" means a Class 3 LRAA Certificate as described in CPS Section 2.4.3. "LRA Requirements" means the summary of CPS control and security requirements applicable to Local Registration Authorities. "Erroneous Issuance" means (a) issuance of a Certificate in a manner not materially in accordance with the procedures required by the CPS, the OnSite SM Administrator's Handbook published at https://www.safescrypt.com/onsite , or the LRA Requirements; (b) issuance of a Certificate to a Person other than the one named as the Subject of the Certificate; or (c) issuance of a Certificate without the authorization of the Person named as the Subject of such Certificate. "Impersonation" means requesting and being issued a Certificate based on false or falsified information relating to naming or identity.
2. CPS, OnSite SM Administrator's Handbook, and LRA Requirements. The CPS, the OnSite SM Administrator's Handbook, and the LRA Requirements, as periodically amended, are incorporated herein by reference. SafeScrypt shall post notice of any amendments to a web site interface designated for LRA's use.
3. LRA's Duties as Local Registration Authority.
3.1 Appointments. SafeScrypt appoints LRA as a Local Registration Authority on a non-exclusive basis pursuant to the CPS. LRA shall appoint one or more authorized LRA employees as Local Registration Authority Administrator(s) ("LRAA"). Specifically, LRA hereby appoints the Person(s) listed below as LRAA(s). Such LRAA(s) shall be entitled to appoint additional LRAAs on LRA's behalf. Upon approval of the Certificate Application(s) of the LRAA(s), SafeScrypt shall issue an LRAA Certificate to each such LRAA.
3.2 Local Registration Authority Requirements. LRA shall comply with Local Registration Authority requirements stated in the CPS, the OnSite SM Administrator's Handbook, and the LRA Requirements as periodically amended, including without limitation requirements for validating the information in Certificate Applications, approving or rejecting such Certificate Applications, using hardware and software designated by SafeScrypt and revoking Certificates ("Administrator Functions"). Customer acknowledges that the web site interface designated by SafeScrypt for Customer's use to perform Administrator Functions shall be in English. Upon LRA's approval of a Certificate Application, SafeScrypt and its vendors(a) shall be entitled to rely upon the correctness of the information in each such approved Certificate Application, and (b) shall issue a Certificate to the Certificate Applicant submitting such Certificate Application. LRA shall approve a Certificate Application only if the Certificate Applicant is an Affiliated Individual or Affiliated Entity. If a Subscriber that has been issued a Certificate by LRA ceases to be affiliated with LRA as an Affiliated Individual or Affiliated Entity, LRA shall promptly request revocation of such Subscriber's Certificate. If an LRAA ceases to have the authority to act as LRAA on behalf of LRA, LRA shall promptly request revocation of the LRAA Certificate of such LRAA. LRA shall access SafeScrypt's web site at least once per month, either to request revocation of Certificates or to confirm to SafeScrypt that no revocation requests have been submitted to SafeScrypt in such month.
3.3 Manner of Performance. LRA shall perform the tasks in this Section 3 in a competent, professional, and workmanlike manner. LRA represents that LRAA possesses the talent, experience, skill and resources to carry out the responsibilities under this Agreement. LRA shall further function on best endeavour basis to ensure that he does not facilitate the communication by the subscribers of Information or material which are abusive, libelous, indecent, obscene, defamatory or infringe any privacy right or which otherwise contravene any of the laws, rules and regulations.
3.4 LRA Employee Subscribers. LRA shall cause Subscribers receiving Certificates hereunder to abide by the terms of the Subscriber Agreement attached to the LRA Requirements.
4. Service Fees. LRA shall pay SafeScrypt the then current applicable Service Fees corresponding to LRA's selected volume of Certificates. LRA shall pay any and all applicable sales taxes or similar charges.
5. Confidentiality.
5.1 Confidential Information. "Confidential Information" means any confidential or other proprietary information disclosed by one party to the other under this Agreement, except information that: (a) is public knowledge at the time of disclosure, (b) was known by the receiving party before disclosure by the disclosing party, or becomes public knowledge or otherwise known to the receiving party after such disclosure, other than by breach of a confidentiality obligation, or (c) is independently developed by the receiving party.
5.2 Protection of Confidential Information. The receiving party shall (a) not disclose the Confidential Information to any third party except where required by any Court, Tribunal or Government Authorities which have the powers to compel disclosure (b) not use the Confidential Information in any fashion except for purposes of performing this Agreement, (c) exercise reasonable care to prevent disclosure, and (d) notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. Upon termination of this Agreement for any reason, each party shall immediately deliver to the other party all copies of the Confidential Information received from such other party. Each party acknowledges that breach of this Section 5 will cause irreparable harm to the disclosing party entitling the disclosing party to injunctive relief, among other remedies.
6. Intellectual Property Rights. LRA acknowledges that SafeScrypt its vendors, and/or its licensors retain all intellectual property rights ("Intellectual Property Rights") in and to the ideas, concepts, techniques, inventions, processes, or works of authorship comprising, embodied in, or practiced in connection with the products or services provided by SafeScrypt hereunder, including without limitation the SafeScrypt -designated hardware and software supporting such services and the SafeScrypt web site interface designated for LRA's use (collectively, the "Service Components"). The Service Components do not include LRA's browser software or LRA's base hardware platform.
7. Additional Obligations of LRA.
7.1 Proprietary Markings and Copyright Notices. LRA shall not remove or destroy any trademark or copyright notices on any SafeScrypt materials or documentation. Neither party shall acquire any rights of any kind in the other party's trademarks, service marks, trade names, or product names.
7.2 LRA's Warranties. LRA warrants to SafeScrypt that: (a) all information material to the issuance of a certificate and validated by LRA is true and correct in all material respects; (b) without limiting the generality of the foregoing, LRA's approval of Certificate Applications will not result in an Erroneous Issuance, including but not limited to Erroneous Issuance resulting from Impersonation; and (c) LRA has substantially complied with the CPS, the OnSite SM Administrator's Handbook, and the LRA Requirements and has duly complied with the provisions of the Information Technology Act, 2000, the Rules and Regulations framed thereunder and other applicable laws
7.3 Insurance Coverage. LRA shall, at its own expense, maintain standard errors and omissions insurance in an amount that is commercially reasonable. This Section does not apply to governmental agencies.
8. SafeScrypt's Limited Warranties. SafeScrypt warrants to LRA that at the time it issues a Certificate hereunder: (a) SafeScrypt originated no material misrepresentations of fact in such Certificate, (b) SafeScrypt introduced no errors in the information in such Certificate as a result of a failure to exercise reasonable care in creating the Certificate, (c) such Certificate meets all material requirements of the CPS, and (d) SafeScrypt has substantially complied with the CPS when issuing such Certificate.
9. Disclaimer of Warranties and Liability.
9.1 LRA'S LIABILITY RELATING TO VALIDATION. LRA SHALL BEAR EXCLUSIVE RESPONSIBILITY, AND LIABILITY TO ANY AND ALL PERSONS, FOR THE VALIDATION OF ALL CERTIFICATE APPLICATIONS THAT IT APPROVES AND FOR THE CONDUCT OF LRAAs. SAFESCRYPT and its vendors DISCLAIM ALL SUCH RESPONSIBILITY AND LIABILITY.
9.2 "AS IS". EXCEPT FOR THE LIMITED WARRANTIES CONTAINED IN SECTION 8 AND THE CPS, SAFESCRYPT'S PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO THE SERVICE COMPONENTS, (COLLECTIVELY, THE "PRODUCTS AND/OR SERVICES") ARE PROVIDED "AS IS" AND SAFESCRYPT MAKES NO WARRANTIES WITH RESPECT TO USEFULNESS, FUNCTIONALITY, OR OPERABILITY. SAFESCRYPT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL SAFESCRYPT'S LIABILITY TO ANY AND ALL PERSONS FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, THE PRODUCTS AND/OR SERVICES, OR OTHERWISE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE SERVICE FEES PAID BY LRA TO SAFESCRYPT UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL SAFESCRYPT BE LIABLE FOR SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOSS RESULTING FROM BUSINESS INTERRUPTION, EVEN IF SAFESCRYPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnity. Subject to Section 9.3, LRA (the "Indemnifying Party") shall indemnify the SafeScrypt and its directors, officers, agents, employees, contractors, vendors, parents, affiliates, or subsidiaries (collectively, the "SafeScrypt Indemnified Parties") and hold the Indemnified Parties harmless from and against any losses, costs, damages, and fees (including attorneys' fees) incurred by the Indemnified Parties in connection with: (a) any breach by the Indemnifying Party of any warranty or obligation under this Agreement, the CPS, the OnSite SM Administrator's Handbook, or the LRA Requirements; or (b) the Indemnifying Party's acts or omissions, the use of any product or service provided by the Indemnifying Party, or any other item furnished by the Indemnifying Party to Subscribers (collectively, the "Indemnity Conditions"). LRA, as an Indemnifying Party, shall indemnify the SafeScrypt Indemnified Parties and hold them harmless from and against any losses, costs, damages, and fees (including attorneys' fees) incurred by the SafeScrypt Indemnified Parties in connection with any breach of the Subscriber Agreement by a Subscriber receiving a Certificate hereunder. Upon appropriate notice, the Indemnifying Party shall defend, at its expense, any claim brought against one or more of the Indemnified Parties based on or arising out of one or more of the Indemnity Conditions.
11. Termination. The term of this Agreement is one (1) year starting on the Effective Date marked below (the "Original Term"). This Agreement shall be renewed for an additional one (1) year term (a "Renewal Term") upon payment of the then-applicable current Service Fees prior to the expiration of the Original Term or previous Renewal Term. This Agreement may be terminated (a) by either party immediately upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, upon any assignment for the benefit of the other party's creditors, or upon the other party's dissolution or ceasing to do business; (b) by SafeScrypt immediately and without prior notice in the event of a breach of any of the duties, obligations, terms, or provisions of this Agreement (a "Breach") by LRA if the Breach may compromise the security of SafeScrypt's VTN Public Certification Services or other system; or (c) in the event of any other Breach by a party, upon thirty (30) days written notice by the non-breaching party and the breaching party's failure to cure such Breach within the thirty (30) day notice period. This Agreement may be terminated by LRA if SafeScrypt amends its CPS, the OnSite SM Administrator's Handbook, or the LRA Requirements, and if the LRA believes in good faith that such amendment materially deprives it of the benefit of this Agreement. The provisions of Sections 4, 5, 6, 7.2, 8, 9, 10, 11, 12, 13, and 14 shall survive termination.
12. Notices. Whenever a party desires or is required to give any notice, demand, or request with respect to this Agreement, such communication shall be made either using digitally signed messages consistent with the requirements of the CPS (verifiable by a SafeScrypt Class 2 or higher Certificate), or in writing. Electronic communications shall be effective upon the sender's receiving a valid, digitally signed acknowledgment of receipt (verifiable by a SafeScrypt Class 2 or higher Certificate) from the recipient. Such acknowledgment must be received within three (3) business days, or else written notice must then be communicated. Communications in writing must be delivered by a courier service that confirms delivery in writing or via certified or registered mail, postage prepaid, return receipt requested, addressed to the representative of LRA at the address below or to SafeScrypt at: SafeScrypt Ltd, 2 nd Floor,Tidel Park, Taramani, Chennai 600113, (Tel) : 91-44-22540770 to 85, (Fax) : 91-44-22540771 . LRA shall immediately advise SafeScrypt of any legal notice served on LRA that might affect SafeScrypt .
13. Independent Relationship. LRA, the LRAA(s), and LRA's employees, consultants, contractors, and agents are not agents, employees, joint ventures, or joint venturers of SafeScrypt, and they have no authority to bind SafeScrypt by contract or otherwise to any obligation.
14. Miscellaneous.
14.1 Entire Agreement; Amendment; Assignment. This Agreement, the CPS, the OnSite SM Administrator's Handbook, and the LRA Requirements constitute the entire agreement between the parties and supersede all prior and contemporaneous written or oral agreements between the parties with respect to the subject matter of this Agreement. No amendment or waiver of any provision of this Agreement shall be effective unless it is in a physical writing signed, or E-mail message digitally signed (verifiable by a SafeScrypt Class 2 or higher Certificate), by each party's authorized representative. This Agreement shall be binding upon and inure to the benefit of LRA, SafeScrypt, and their respective successors and assigns, provided that LRA shall not assign, sublicense, encumber, or otherwise transfer this Agreement or any right or obligation hereunder without SafeScrypt's prior consent. Any such consent by SafeScrypt shall be in the form of a communication made pursuant to Section 12.
14.2 Severability; Enforcement. The unenforceability of any provision or provisions of this Agreement shall not impair the enforceability of any other part of this Agreement. If any provision of this Agreement shall be deemed invalid or unenforceable, in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The remedies under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time.
14.3 Governing Law; Venue and Courts. This Agreement shall be governed by the laws of India . The parties irrevocably consent to the exclusive jurisdiction of, and venue in, the following courts for the resolution of any dispute arising hereunder: Court of appropriate jurisdiction in the city of Bangalore, India (hereinafter called ` Bangalore Courts') . Any suit by or between the parties relating to this Agreement shall be brought in and resolved by one of the Bangalore Courts. The parties hereby waive any right to jury trial with respect to any suit brought in connection with this Agreement.
14.4 Approval; Authorization. This Agreement shall not be effective until SafeScrypt approves LRA's Local Registration Authority application. LRA warrants and represents that the representative executing this Agreement on its behalf has been duly authorized to do so by LRA.
ACCEPTED AND AGREED TO:
LRA: _______________________________
Address: ____________________________
_____________________________
_____________________________
By: ________________________________
Name: _____________________________
Title: _______________________________
E-Mail: ________________________
Voice: ______________________________
Fax: ________________________________
Effective Date: _______________________
LRAA's APPOINTED BY LRA:
1. First LRA (required)
Name: ______________________________
Title: _______________________________
E-Mail: _____________________________
Voice: ______________________________
Fax: _______________________________
2. Second LRA (optional)
Name: ______________________________
Title: _______________________________
E-Mail: _____________________________
Voice: ______________________________
Fax: _______________________________ |
