Sectigo Certificate Subscriber Agreement
IMPORTANT—PLEASE READ THIS SECTIGO CERTIFICATE SUBSCRIBER AGREEMENT CAREFULLY BEFORE APPLYING FOR,
ACCEPTING, OR USING A SECTIGO CERTIFICATE OR BEFORE CLICKING ON “I ACCEPT”. YOU AGREE THAT BY APPLYING
FOR, ACCEPTING, OR USING A SECTIGO CERTIFICATE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO ITS TERMS. IF YOU ARE APPLYING FOR, ACCEPTING, OR USING A
SECTIGO CERTIFICATE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AN
AUTHORIZED REPRESENTATIVE OF SUCH ENTITY AND HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON SUCH
ENTITY’S BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT APPLY
FOR, ACCEPT, OR USE A SECTIGO CERTIFICATE AND DO NOT CLICK “I ACCEPT”.
SECTIGO CERTIFICATE SUBSCRIBER AGREEMENT
This Sectigo Certificate Subscriber Agreement (this “Agreement”) is between the individual or legal entity identified on the issued
Certificate(s) resulting from this Agreement (“Subscriber”) and Sectigo Limited, a limited company formed under the laws of England
and Wales with registered offices at 26 Office Village, 3rd Floor, Exchange Quay, Trafford Road, Salford, Manchester M5 3EQ, United
Kingdom and registered number 04058690 (“Sectigo”). This Agreement governs Subscriber’s application for and use of a Certificate
issued from Sectigo. Subscriber and Sectigo agree as follows:
1. Definitions.
1.1. “Application Software Suppliers” means a developer of Internet browser software or other software that displays or uses
Sectigo’s Certificates and distributes Sectigo’s root Certificates, such as Google Inc., Microsoft Corporation, Mozilla
Foundation, and Opera Software ASA.
1.2. “Certificate” means a digitally signed electronic data file issued by Sectigo to a person or entity seeking to conduct business
over a communications network which contains the identity of the person authorized to use the Digital Signature, a copy of
their Public Key, a serial number, a time period during which the data file may be used, and a Digital Signature issued by
Sectigo.
1.3. “Certificate Approver” means a natural person who is either Subscriber, employed by Subscriber, or an authorized agent
who has express authority to represent Subscriber to (i) act as a Certificate Requester and to authorize other employees or
third parties to act as a Certificate Requester, and (ii) to approve Certificate Requests for EV Certificates submitted by other
Certificate Requesters.
1.4. “Certificate Requester” means a natural person who is either the Subscriber, employed by the Subscriber, an authorized
agent who has express authority to represent the Subscriber, or a third party (such as an ISP or hosting company) that
completes and submits a Certificate Request for an EV Certificate on behalf of Subscriber.
1.5. “CPS” refers to the documents explaining Sectigo’s policies and procedures when operating its PKI infrastructure.
1.6. “Confidential Information” means all material, data, systems, technical operations, and other information concerning
Sectigo’s business operations that is not known to the general public, including all information about the Certificate issuance
services (such as all Private Keys, personal identification numbers and passwords).
1.7. “Client Certificate” means a Certificate that is validated by Subscriber and provided by Sectigo that both (i) encrypts and
adds a Digital Signature to emails sent by Subscriber or its employees, agents, or contractors and (ii) can be used by
employees, agents, or contractors of Subscriber to authenticate access to Subscriber’s secure domains.
1.8. “Digital Signature” means an encrypted electronic data file which may be 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.
1.9. “DV Certificate” means a Certificate that is validated by confirming the domain name listed in the Certificate.
1.10. “EV Certificate” means a Certificate signed to Sectigo’s EV root certificate and that complies with the EV Guidelines.
1.11. “EV Guidelines” refers to the official, adopted guidelines governing EV Certificates as established by the CA/Browser Forum
that are available online at http://www.cabforum.org.
1.12. “OV Certificate” means a Certificate that is validated by confirming the existence of the entity named in the Certificate and
the domain name listed in the Certificate.
1.13. “Privacy Policy” means Sectigo’s policies and practices about information privacy accessible via the website:
https://sectigo.com/privacy-policy.
1.14. “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.
1.15. “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.
1.16. “Relying Party” means an entity, other than Subscriber, that acts in reliance on a Certificate or a Digital Signature.
1.17. “Relying Party Agreement” refers to an agreement located on the Sectigo Repository that governs a Relying Party’s use
of the Certificate when transacting business with the Subscriber’s website.
1.18. “Relying Party Warranty” refers to a warranty offered by Sectigo to a Relying Party under the terms and conditions found
in the Sectigo Relying Party Agreement in connection with the Relying Party’s use of a Certificate.
1.19. “Repository” means a publicly available collection of information and databases relating to Sectigo’s Certificate practices
and which is available at https://sectigo.com/legal.
1.20. “Services” means the Certificates ordered hereunder along with any related TrustLogos and/or Sectigo software, and
documentation.
1.21. “TrustLogo” means a logo provided by Sectigo for use on a Subscriber’s site in connection with an issued Certificate.
2. Subscription Service and Products.
2.1. Request. When applying for a Certificate, Subscriber shall submit a certificate request in a form specified by Sectigo for
each ordered Certificate (“Certificate Request”). Forms for a Certificate Request are available on Sectigo’s website and
may be completed electronically.
2.2. Appointment. When submitting a Certificate Request for an EV Certificate, Subscriber shall designate, and thereby appoint,
a Certificate Requester and Certificate Approver. Subscriber shall provide each natural person to be designated a Certificate
Requester or Certificate Approver a copy of, or an opportunity to review, this Agreement and the Privacy Policy prior to such
appointment. Unless such appointment is revoked by Subscriber sending notice to Sectigo, such appointment lasts for the
duration of this Agreement.
2.3. Validation. Upon Sectigo’s acceptance of Subscriber’s Certificate Request, Sectigo shall attempt to validate the information
provided in accordance with the Sectigo CPS, industry standards and, for EV Certificates, the EV Guidelines. If Sectigo
chooses to accept the application and can validate Subscriber to Sectigo’s satisfaction, Sectigo shall issue the ordered
Certificate(s) to Subscriber. Sectigo may reject a Certificate Request and refuse to issue any ordered Certificate in its sole
discretion.
2.4. Multiple Certificates. This Agreement applies to multiple future Certificate Requests and any resulting Certificates,
regardless of when the Certificate is requested or issued.
2.5. License. Subject to the terms and conditions stated herein, after issuance of a Certificate, Sectigo grants Subscriber a
revocable, non-exclusive, non- transferable license to use the issued Certificate (i) on the server hosting the domain name(s)
listed in the Certificate if the Certificate is a DV Certificate, OV Certificate, or EV Certificate, or (ii) for purposes of encrypting
email messages, if the Certificate is a Client Certificate, until the earlier of expiration or revocation of the Certificate. All
rights not expressly granted herein to Subscriber are reserved to Sectigo.
2.6. TrustLogos. To the extent included with the purchased Services, Sectigo grants Subscriber a license to display purchased
TrustLogos on domain(s) secured by a Sectigo Certificate. When revoking a Certificate, Sectigo may also revoke any
TrustLogos issued to the same site. Subscriber shall not modify a TrustLogo in any manner. Subscriber shall not display or
use a TrustLogo 1) to represent that Sectigo guarantees any non-Sectigo products or services, 2) on a site that is misleading,
defamatory, libelous, disparaging, obscene or otherwise objectionable to Sectigo, or 3) in a way that harms Sectigo’s rights
to its trademarks or harms Sectigo’s business reputation.
3. Subscriber Responsibilities and Obligations.
3.1. Subscriber Obligations. Subscriber shall:
(i) provide accurate and complete information at all times to Sectigo in the Certificate request and as otherwise requested
in connection with the issuance of Certificates;
(ii) install and use each Certificate 1) only on domains owned or controlled by Subscriber and 2) only on the server(s)
accessible at the domain name listed in the Certificate if the Certificate is a DV Certificate, OV Certificate, or EV
Certificate;
(iii) use the Certificates only for the purposes listed in the Sectigo CPS;
(iv) review and verify the accuracy of the data in each Certificate prior to installing and using the Certificate, and immediately
inform Sectigo if any data listed in a Certificate changes or ceases to be accurate;
(v) be responsible, at Subscriber’s expense, for 1) all computers, telecommunication equipment, software, access to the
Internet, and communications networks (if any) required to use the Certificates, 2) Subscriber’s conduct and its website
maintenance, operation, development, and content;
(vi) promptly inform Sectigo if Subscriber becomes aware of any misuse of the Certificates and assist Sectigo in preventing,
curing, and rectifying any misuse;
(vii) take all reasonable measures to assure control of, keep confidential, and properly protect at all times the Private Key
that corresponds to the Public Key to be included in a Certificate;
(viii) immediately cease using a Certificate and the related Private Key and request revocation of the Certificate if 1) any
information in the Certificate is or becomes incorrect or inaccurate, or 2) there is any actual or suspected misuse or
compromise of the Private Key associated with the Certificate;
(ix) cease all use of the Certificate and its Private Key upon expiration or revocation of the Certificate;
(x) comply with all regulations, policies, and procedures of its networks while using Certificates,
(xi) obtain and keep in force any consent, authorization, permission or license that may be required for Subscriber’s lawful
use of the Certificates; and
(xii) abide by all applicable laws, rules, regulations, and guidelines when using a Certificate.
3.2. Restrictions. Subscriber shall not:
(i) impersonate or misrepresent Subscriber’s affiliation with any entity,
(ii) modify, license, create a derivative work of, or transfer any Certificate (except as required to use the Certificate) or
Private Key;
(iii) install or use an issued Certificate until after Subscriber has reviewed and verified the Certificate data’s accuracy;
(iv) upload or distribute any files or software that may damage the operation of another’s computer,
(v) use the Services to 1) engage in conduct that is offensive, abusive, contrary to public morality, indecent, defamatory,
obscene, or menacing, 2) breach the confidence of a third party, 3) cause Sectigo or a third party distress, annoyance,
denial of any service, disruption or inconvenience, 4) send or receive unsolicited bulk correspondence or 5) create a
Private Key that is substantially similar to a Sectigo or third party’s Private Key, and/or
(vi) make representations regarding the Service to any third party except as agreed to in writing by Sectigo.
4. Revocation.
4.1. Sectigo may revoke a Certificate if Sectigo believes or has reason to believe that:
(i) Subscriber requested revocation of the Certificate;
(ii) Subscriber did not authorize the Certificate Request and has not retroactively granted authorization;
(iii) Subscriber breached the terms of this Agreement;
(iv) the Private Key corresponding to the Public Key in the Certificate has been disclosed, compromised, or no longer
complies with industry standards;
(v) the Private Key of the subordinate Certificate used to issue the Certificate has been compromised or no longer
complies with industry standards;
(vi) the Certificate has been 1) misused, 2) used contrary to law, rule, regulation, or industry standard or 3) used, directly
or indirectly, for illegal or fraudulent purposes;
(vii) information in the Certificate is inaccurate or misleading,
(viii) the technical content or the format of the Certificate presents an unacceptable risk, in Sectigo’s opinion, to Application
Software Suppliers or Relying Parties;
(ix) for EV Certificates, Subscriber loses exclusive control over a domain name listed in the Certificate;
(x) the Certificate was not issued or used in accordance with Sectigo’s CPS, industry standards, or, for EV Certificates,
the EV Guidelines;
(xi) Sectigo 1) ceased operations or 2) is no longer allowed to issue the Certificate, and no other certificate authority has
agreed to provide revocation support for the Certificate;
(xii) for wildcard Certificates, the Certificate has been used to authenticate a fraudulently misleading subordinate fully-
qualified domain name;
(xiii) Subscriber is added as a denied party or prohibited person to a blacklist, or is operating from a prohibited destination
under the laws of Sectigo’s jurisdiction of operation;
(xiv) the Certificate was issued to publishers of malicious software;
(xv) Sectigo’s CPS authorizes revocation of the Certificate; or
(xvi) the Certificate, if not revoked, will compromise the trust status of Sectigo.
4.2. After revoking a Certificate, Sectigo may, in its sole discretion, reissue the Certificate to Subscriber and/or terminate this
Agreement.
5. Payment.
5.1. Payment. Subscriber shall pay all applicable fees for the Certificate before the Certificate is issued. Certificate fees are
provided to Subscriber during the application process. All payments are non- refundable, except that the Certificate’s seller
will refund a payment if, before twenty (20) business days after the Certificate’s issuance, the Subscriber has 1) not used
the Certificate, and 2) made a written request to Sectigo for the Certificate’s revocation.
5.2. Taxes. All amounts payable by Subscriber under this Agreement are net amounts and are payable in full, without deduction
for taxes or duties of any kind. Subscriber will be responsible for, and will promptly pay, all required taxes and duties of any
kind (including, but not limited to, sales, use and withholding taxes) associated with this Agreement, except for taxes based
on Sectigo’s net income. If Sectigo is required to collect, or pays on Subscriber’s behalf, any taxes or duties for which
Subscriber is responsible, then Subscriber will pay or reimburse Sectigo, as the case may be, for all such amounts.
6. Term and Termination.
6.1. Term. Unless otherwise terminated as allowed herein, this Agreement is effective upon Subscriber’s acceptance and lasts
for as long as a Certificate issued under this Agreement is valid.
6.2. Termination. Either party may terminate this Agreement with twenty (20) business days’ notice for convenience. Sectigo
may terminate this Agreement immediately without notice if
(i) Subscriber materially breaches this Agreement,
(ii) if Sectigo revokes a Certificate as allowed herein,
(iii) if Sectigo rejects Subscriber’s initial Certificate Request,
(iv) Sectigo cannot satisfactorily validate Subscriber in accordance with section 2.3, or
(v) if industry standards change in a way that affects the validity of the Certificates ordered by Subscriber.
6.3. Events Upon Termination. After termination, Sectigo may revoke any other Certificates issued to Subscriber without further
notice. Subscriber shall pay any amounts still owed for the Certificates. Sectigo is not obligated to refund any payment made
by Subscriber upon termination of this Agreement.
7. Intellectual Property Rights.
7.1. Sectigo IP Rights. Sectigo retains, and Subscriber shall not obtain or claim, all title, interest, and ownership rights in:
(i) the Services, including issued Certificates,
(ii) all copies or derivative works of the Services, regardless of who produced, requested, or suggested the copy or
derivative work,
(iii) all documentation and materials provided by Sectigo, and
(iv) all of Sectigo’s copyrights, patent rights, trade secret rights and other proprietary rights.
7.2. Trademarks. Subscriber shall not use a Sectigo trademark without Sectigo’s written consent. Sectigo consents to use of
trademarks in connection with purchased TrustLogos.
7.3. Subscriber IP. Subscriber grants Sectigo a worldwide, non-exclusive, non-sublicensable right, to use any Subscriber
trademark, service mark or tradename, to perform its obligations under this Agreement, and to identify Subscriber in
Sectigo’s customer lists and other marketing and promotional materials and communications referencing Subscriber as a
customer of Sectigo.
8. Confidentiality.
8.1. Except as allowed herein, a party (“Receiving Party”) shall not use or disclose any Confidential Information provided by
the other party (the “Disclosing Party”) other than for the purpose of performing its obligations under this Agreement. The
Receiving Party shall take reasonable measures to prevent unauthorized disclosure and shall ensure that any person
receiving Confidential Information complies with the restrictions in this section. The Receiving Party may disclose
Confidential Information if the information:
(i) is already possessed by the Receiving Party before receipt from the Disclosing Party;
(ii) is or becomes 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 the information,
(iv) is disclosed in response to the requirements of a law, governmental order, regulation, or legal process and the
Receiving Party first gives prior notice to the Disclosing Party of the requirement to disclose the information, or
(v) is disclosed under operation of law to the public without a duty of confidentiality.
8.2. A party asserting one of the exceptions to Confidential Information above shall prove the assertion using verifiable
documentary evidence. The confidentiality obligations contained in this section apply for the duration of this Agreement plus
five years after its termination; provided, however, with respect to Confidential Information that constitutes a trade secret,
for as long as that Confidential Information remains a trade secret.
9. Privacy and Data Protection.
9.1. Privacy Policy. Sectigo shall follow its Privacy Policy when processing Subscriber’s information. Sectigo may amend its
Privacy Policy at any time in accordance with the process outlined therein. Subject to Section 9.2, Sectigo shall use
reasonable efforts in protecting Subscriber’s information. Subscriber acknowledges that risks remain that are beyond
Sectigo’s reasonable control and waives all liability of Sectigo for these risks.
9.2. Disclosures. Subscriber acknowledges and understands that (i) issued Certificates are embedded with information about
Subscriber (such as Subscriber’s domain name, jurisdiction of incorporation, or email address), which varies depending on
the type Certificate ordered by Subscriber, (ii) issued Certificates may be logged in publicly-accessible Certificate
transparency databases for purposes of detecting and preventing phishing attacks and other forms of fraud, and (iii)
Certificates logged in publicly-accessible Certificate transparency databases cannot be removed.
9.3. Retention. Information provided by Subscriber for the validation of a Certificate shall be retained by Sectigo in accordance
with the CPS and industry standards for not less than seven (7) years, or as necessary to comply with applicable laws. The
retention period shall begin on the date of the rejection, expiration, or revocation of a Certificate. Copies of Certificates are
held, regardless of their status, whether valid, expired, or revoked.
10. Indemnification.
10.1. Indemnification. Subscriber shall indemnify Sectigo and its affiliates and their respective directors, officers, employees, and
agents (each an “Indemnified Person”) against all liabilities, losses, expenses, or costs (including reasonable attorney’s
fees) that, directly or indirectly, are based on Subscriber’s breach of this Agreement, information provided by Subscriber, or
Subscriber’s or its customers’ infringement on the rights of a third party.
10.2. Indemnification Procedure. Sectigo shall notify Subscriber promptly of any demand for indemnification. However, Sectigo’s
failure to notify will not relieve Subscriber from its indemnification obligations except to the extent that the failure to provide
timely notice materially prejudices Subscriber. Subscriber may assume the defense of any action, suit, or proceeding giving
rise to an indemnification obligation unless assuming the defense would result in potential conflicting interests as determined
by the Indemnified Person in good faith. Subscriber may not settle any claim, action, suit or proceeding related to this
Agreement unless the settlement also includes an unconditional release of all Indemnified Persons from liability.
10.3. Additional Liability. The indemnification obligations of Subscriber are not Sectigo’s sole remedy for Subscriber’s breach and
are in addition to any other remedies Sectigo may have against Subscriber under this Agreement. Subscriber’s
indemnification obligations survive the termination of this Agreement.
11. Warranties and Representations. Subscriber represents and warrants that:
(i) the subject named in each ordered EV Certificate has exclusive control of the domain name(s) listed in such Certificate;
(ii) Subscriber has all necessary consents to appoint each Certificate Requester and Certificate Approver, and that each
Certificate Requester and Certificate Approver has been provided a copy of, or an opportunity to review, this Agreement
and Sectigo’s Privacy Policy;
(iii) Subscriber has full power and authority to enter into this Agreement and perform its obligations hereunder; and
(iv) for EV Certificates, the individual accepting this Agreement is expressly authorized by Subscriber to sign this Agreement
for Subscriber.
12. Disclaimers and Limitation of Liability.
12.1. Relying Party Warranties. Subscriber acknowledges that the Relying Party Warranty is only for the benefit of Relying Parties.
Subscriber does not have rights under the warranty, including any right to enforce the terms of the warranty or make a claim under the warranty.
12.2. Exclusion of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SECTIGO EXPRESSLY
DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES IN THE SERVICES. THIS DISCLAIMER INCLUDES ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND
IS EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. SECTIGO DOES NOT GUARANTEE THAT 1) THE
SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS OR 2) THAT ACCESS TO THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
12.3. Limitation on Liability. SUBJECT TO SECTION 12.4, THE TOTAL LIABILITY OF SECTIGO AND ITS AFFILIATES, AND
EACH OF THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS, RESULTING FROM OR
CONNECTED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY SUBSCRIBER FOR THE SERVICES
GIVING RISE TO THE LIABILITY. SUBSCRIBER WAIVES ALL LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES. THIS WAIVER INCLUDES ALL DAMAGES FOR LOST PROFITS, REVENUE, USE,
OR DATA AND APPLIES EVEN IF SECTIGO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations
apply to the maximum extent permitted by law regardless of 1) the reason for or nature of the liability, including tort claims,
2) the number of any claims, 3) the extent or nature of the damages, and 4) whether any other provisions of this Agreement
have been breached or proven ineffective.
12.4. Exception. Nothing in this Agreement excludes or limits the liability of either party for death or personal injury resulting from
the negligence of that party or for any statements made fraudulently by either party.
13. Miscellaneous.
13.1. Relationship of the Parties. The status of a party under this Agreement shall be that of an independent contractor. Nothing
contained in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the
parties or, except as otherwise expressly provided in this Agreement, as granting either party the authority to bind or contract
any obligation in the name of or on the account of the other party or to make any statements, representations, warranties
or commitments on behalf of the other party. All persons employed by a party shall be employees of such party and not of
the other party and all costs and obligations incurred by reason of any such employment shall be for the account and
expense of such party.
13.2. Force Majeure and Internet Frailties. Other than for payment obligations by Subscriber, neither party will be liable for a delay
or failure to perform an obligation to the extent that the delay or failure is caused by an occurrence beyond the party's
reasonable control. Each party acknowledges that the operation of the Internet is beyond the other party’s reasonable
control, and neither party will be liable for a delay or failure caused by an interruption or failure of telecommunication or
digital transmission links, Internet slow-downs or failures, or other such transmission failure.
13.3. Injunctive Relief. Subscriber acknowledges that its breach of this Agreement will result in irreparable harm to Sectigo that
cannot adequately be redressed by compensatory damages. Accordingly, in addition to any other legal remedies which may
be available, Sectigo may seek and obtain an injunctive order against a breach or threatened breach of this Agreement by
Subscriber.
13.4. Limitation on Actions. Except for actions and claims related to a party’s indemnification and confidentiality obligations, all
claims and actions arising from this Agreement must be brought within one (1) year from the date when the cause of action
occurred.
13.5. Remedy. Subscriber’s sole remedy for a defect in the Services is to have Sectigo use reasonable efforts to correct the
defect. Sectigo is not obligated to correct a defect if (i) the Service was misused, damaged, or modified, (ii) Subscriber did
not immediately report the defect to Sectigo, or (iii) Subscriber breached any provision of this Agreement.
13.6. Notices. Subscriber shall send all notices to Sectigo by first class mail in writing in English, with return receipt requested,
to Sectigo Limited, 26 Office Village, 3rd Floor, Exchange Quay, Trafford Road, Salford, Manchester M5 3EQ, United
Kingdom. Sectigo shall send all notices to Subscriber’s contact information listed on its Certificate application. Sectigo may
send notices by mail, email, or facsimile.
13.7. Entire Agreement. This Agreement and all documents referred to herein constitutes the entire agreement between the
parties, superseding all other agreements that may exist with respect to the subject matter. Section headings are for
reference and convenience only and are not part of the interpretation of this Agreement.
13.8. Amendments. Sectigo may amend this Agreement, the CPS, the Relying Party Agreement, the Relying Party Warranty, its
website, and any documents listed in its Repository at any time by posting either the amendment or the amended document
in the Repository. Subscriber shall periodically review the Repository to be aware of any changes. Subscriber may terminate
this Agreement if Subscriber does not agree to the amendment. Subscriber’s continued use of the Services after an
amendment is posted constitutes Subscriber’s acceptance of the amendment.
13.9. Rules of Interpretation. Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply
to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive
and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted
supplements and amendments thereto; (iv) a reference to a law includes any amendment or modification to such law and
any rules or regulations issued thereunder; (v) a reference to a person or entity includes its permitted successors and
assigns; and (vi) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section,
Annex, Exhibit or Schedule of this Agreement.
13.10. Waiver. A party’s failure to enforce a provision of this Agreement will not waive the party’s right to enforce the same provision
later or right to enforce any other provision of this Agreement. To be effective, all waivers must be both in writing and signed
by the party benefiting from the waived provision.
13.11. Assignment. Subscriber may not assign any of its rights or obligations under this Agreement without the prior written consent
of Sectigo. Any transfer without consent is void. Sectigo may assign its rights and obligations without Subscriber’s consent.
13.12. Governing Law and Venue. This Agreement and any disputes relating to the Certificates provided hereunder shall be
governed and interpreted according to each of the following laws, respectively, without regard to its conflicts of law
provisions: (a) the laws of the State of New Jersey, if Subscriber is located in North America; or (b) the laws of England and
Wales, if Subscriber is located outside of North America. The parties agree to the exclusive jurisdiction of (a) the courts of
New Jersey if Subscriber is located in North America, or (b) the courts of England and Wales if the Subscriber is located
outside of North America.
13.13. Severability. Any provision determined invalid or unenforceable by rule of law will be reformed to the minimum extent
necessary to make the provision valid and enforceable. If reformation is not possible, the provision is deemed omitted and
the balance of this Agreement remains valid and enforceable.
13.14. Survival. All provisions of this Agreement related to confidentiality, proprietary rights, indemnification, and limitations of
liability survive the termination of this Agreement.
13.15. Rights of Third Parties. Except for Application Software Suppliers, nothing in this Agreement is intended or shall be
construed to give any person or entity any legal or equitable right, remedy, or claim under or in respect of this Agreement.
13.16. Counterparts; Integration; Effectiveness. This Agreement may be executed by written, facsimile or electronic means, and in
one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.
ACCEPTANCE
BY CLICKING ON “I ACCEPT”, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU
WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BUTTON
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IMPORTANT—PLEASE READ THIS SECTIGO CERTIFICATE SUBSCRIBER AGREEMENT CAREFULLY BEFORE APPLYING FOR,
ACCEPTING, OR USING A SECTIGO CERTIFICATE OR BEFORE CLICKING ON “I ACCEPT”. YOU AGREE THAT BY APPLYING
FOR, ACCEPTING, OR USING A SECTIGO CERTIFICATE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO ITS TERMS. IF YOU ARE APPLYING FOR, ACCEPTING, OR USING A
SECTIGO CERTIFICATE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AN
AUTHORIZED REPRESENTATIVE OF SUCH ENTITY AND HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON SUCH
ENTITY’S BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT APPLY
FOR, ACCEPT, OR USE A SECTIGO CERTIFICATE AND DO NOT CLICK “I ACCEPT”.
SECTIGO CERTIFICATE SUBSCRIBER AGREEMENT
This Sectigo Certificate Subscriber Agreement (this “Agreement”) is between the individual or legal entity identified on the issued
Certificate(s) resulting from this Agreement (“Subscriber”) and Sectigo Limited, a limited company formed under the laws of England
and Wales with registered offices at 26 Office Village, 3rd Floor, Exchange Quay, Trafford Road, Salford, Manchester M5 3EQ, United
Kingdom and registered number 04058690 (“Sectigo”). This Agreement governs Subscriber’s application for and use of a Certificate
issued from Sectigo. Subscriber and Sectigo agree as follows:
1. Definitions.
1.1. “Application Software Suppliers” means a developer of Internet browser software or other software that displays or uses
Sectigo’s Certificates and distributes Sectigo’s root Certificates, such as Google Inc., Microsoft Corporation, Mozilla
Foundation, and Opera Software ASA.
1.2. “Certificate” means a digitally signed electronic data file issued by Sectigo to a person or entity seeking to conduct business
over a communications network which contains the identity of the person authorized to use the Digital Signature, a copy of
their Public Key, a serial number, a time period during which the data file may be used, and a Digital Signature issued by
Sectigo.
1.3. “Certificate Approver” means a natural person who is either Subscriber, employed by Subscriber, or an authorized agent
who has express authority to represent Subscriber to (i) act as a Certificate Requester and to authorize other employees or
third parties to act as a Certificate Requester, and (ii) to approve Certificate Requests for EV Certificates submitted by other
Certificate Requesters.
1.4. “Certificate Requester” means a natural person who is either the Subscriber, employed by the Subscriber, an authorized
agent who has express authority to represent the Subscriber, or a third party (such as an ISP or hosting company) that
completes and submits a Certificate Request for an EV Certificate on behalf of Subscriber.
1.5. “CPS” refers to the documents explaining Sectigo’s policies and procedures when operating its PKI infrastructure.
1.6. “Confidential Information” means all material, data, systems, technical operations, and other information concerning
Sectigo’s business operations that is not known to the general public, including all information about the Certificate issuance
services (such as all Private Keys, personal identification numbers and passwords).
1.7. “Client Certificate” means a Certificate that is validated by Subscriber and provided by Sectigo that both (i) encrypts and
adds a Digital Signature to emails sent by Subscriber or its employees, agents, or contractors and (ii) can be used by
employees, agents, or contractors of Subscriber to authenticate access to Subscriber’s secure domains.
1.8. “Digital Signature” means an encrypted electronic data file which may be 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.
1.9. “DV Certificate” means a Certificate that is validated by confirming the domain name listed in the Certificate.
1.10. “EV Certificate” means a Certificate signed to Sectigo’s EV root certificate and that complies with the EV Guidelines.
1.11. “EV Guidelines” refers to the official, adopted guidelines governing EV Certificates as established by the CA/Browser Forum
that are available online at http://www.cabforum.org.
1.12. “OV Certificate” means a Certificate that is validated by confirming the existence of the entity named in the Certificate and
the domain name listed in the Certificate.
1.13. “Privacy Policy” means Sectigo’s policies and practices about information privacy accessible via the website:
https://sectigo.com/privacy-policy.
1.14. “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.
1.15. “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.
1.16. “Relying Party” means an entity, other than Subscriber, that acts in reliance on a Certificate or a Digital Signature.
1.17. “Relying Party Agreement” refers to an agreement located on the Sectigo Repository that governs a Relying Party’s use
of the Certificate when transacting business with the Subscriber’s website.
1.18. “Relying Party Warranty” refers to a warranty offered by Sectigo to a Relying Party under the terms and conditions found
in the Sectigo Relying Party Agreement in connection with the Relying Party’s use of a Certificate.
1.19. “Repository” means a publicly available collection of information and databases relating to Sectigo’s Certificate practices
and which is available at https://sectigo.com/legal.
1.20. “Services” means the Certificates ordered hereunder along with any related TrustLogos and/or Sectigo software, and
documentation.
1.21. “TrustLogo” means a logo provided by Sectigo for use on a Subscriber’s site in connection with an issued Certificate.
2. Subscription Service and Products.
2.1. Request. When applying for a Certificate, Subscriber shall submit a certificate request in a form specified by Sectigo for
each ordered Certificate (“Certificate Request”). Forms for a Certificate Request are available on Sectigo’s website and
may be completed electronically.
2.2. Appointment. When submitting a Certificate Request for an EV Certificate, Subscriber shall designate, and thereby appoint,
a Certificate Requester and Certificate Approver. Subscriber shall provide each natural person to be designated a Certificate
Requester or Certificate Approver a copy of, or an opportunity to review, this Agreement and the Privacy Policy prior to such
appointment. Unless such appointment is revoked by Subscriber sending notice to Sectigo, such appointment lasts for the
duration of this Agreement.
2.3. Validation. Upon Sectigo’s acceptance of Subscriber’s Certificate Request, Sectigo shall attempt to validate the information
provided in accordance with the Sectigo CPS, industry standards and, for EV Certificates, the EV Guidelines. If Sectigo
chooses to accept the application and can validate Subscriber to Sectigo’s satisfaction, Sectigo shall issue the ordered
Certificate(s) to Subscriber. Sectigo may reject a Certificate Request and refuse to issue any ordered Certificate in its sole
discretion.
2.4. Multiple Certificates. This Agreement applies to multiple future Certificate Requests and any resulting Certificates,
regardless of when the Certificate is requested or issued.
2.5. License. Subject to the terms and conditions stated herein, after issuance of a Certificate, Sectigo grants Subscriber a
revocable, non-exclusive, non- transferable license to use the issued Certificate (i) on the server hosting the domain name(s)
listed in the Certificate if the Certificate is a DV Certificate, OV Certificate, or EV Certificate, or (ii) for purposes of encrypting
email messages, if the Certificate is a Client Certificate, until the earlier of expiration or revocation of the Certificate. All
rights not expressly granted herein to Subscriber are reserved to Sectigo.
2.6. TrustLogos. To the extent included with the purchased Services, Sectigo grants Subscriber a license to display purchased
TrustLogos on domain(s) secured by a Sectigo Certificate. When revoking a Certificate, Sectigo may also revoke any
TrustLogos issued to the same site. Subscriber shall not modify a TrustLogo in any manner. Subscriber shall not display or
use a TrustLogo 1) to represent that Sectigo guarantees any non-Sectigo products or services, 2) on a site that is misleading,
defamatory, libelous, disparaging, obscene or otherwise objectionable to Sectigo, or 3) in a way that harms Sectigo’s rights
to its trademarks or harms Sectigo’s business reputation.
3. Subscriber Responsibilities and Obligations.
3.1. Subscriber Obligations. Subscriber shall:
(i) provide accurate and complete information at all times to Sectigo in the Certificate request and as otherwise requested
in connection with the issuance of Certificates;
(ii) install and use each Certificate 1) only on domains owned or controlled by Subscriber and 2) only on the server(s)
accessible at the domain name listed in the Certificate if the Certificate is a DV Certificate, OV Certificate, or EV
Certificate;
(iii) use the Certificates only for the purposes listed in the Sectigo CPS;
(iv) review and verify the accuracy of the data in each Certificate prior to installing and using the Certificate, and immediately
inform Sectigo if any data listed in a Certificate changes or ceases to be accurate;
(v) be responsible, at Subscriber’s expense, for 1) all computers, telecommunication equipment, software, access to the
Internet, and communications networks (if any) required to use the Certificates, 2) Subscriber’s conduct and its website
maintenance, operation, development, and content;
(vi) promptly inform Sectigo if Subscriber becomes aware of any misuse of the Certificates and assist Sectigo in preventing,
curing, and rectifying any misuse;
(vii) take all reasonable measures to assure control of, keep confidential, and properly protect at all times the Private Key
that corresponds to the Public Key to be included in a Certificate;
(viii) immediately cease using a Certificate and the related Private Key and request revocation of the Certificate if 1) any
information in the Certificate is or becomes incorrect or inaccurate, or 2) there is any actual or suspected misuse or
compromise of the Private Key associated with the Certificate;
(ix) cease all use of the Certificate and its Private Key upon expiration or revocation of the Certificate;
(x) comply with all regulations, policies, and procedures of its networks while using Certificates,
(xi) obtain and keep in force any consent, authorization, permission or license that may be required for Subscriber’s lawful
use of the Certificates; and
(xii) abide by all applicable laws, rules, regulations, and guidelines when using a Certificate.
3.2. Restrictions. Subscriber shall not:
(i) impersonate or misrepresent Subscriber’s affiliation with any entity,
(ii) modify, license, create a derivative work of, or transfer any Certificate (except as required to use the Certificate) or
Private Key;
(iii) install or use an issued Certificate until after Subscriber has reviewed and verified the Certificate data’s accuracy;
(iv) upload or distribute any files or software that may damage the operation of another’s computer,
(v) use the Services to 1) engage in conduct that is offensive, abusive, contrary to public morality, indecent, defamatory,
obscene, or menacing, 2) breach the confidence of a third party, 3) cause Sectigo or a third party distress, annoyance,
denial of any service, disruption or inconvenience, 4) send or receive unsolicited bulk correspondence or 5) create a
Private Key that is substantially similar to a Sectigo or third party’s Private Key, and/or
(vi) make representations regarding the Service to any third party except as agreed to in writing by Sectigo.
4. Revocation.
4.1. Sectigo may revoke a Certificate if Sectigo believes or has reason to believe that:
(i) Subscriber requested revocation of the Certificate;
(ii) Subscriber did not authorize the Certificate Request and has not retroactively granted authorization;
(iii) Subscriber breached the terms of this Agreement;
(iv) the Private Key corresponding to the Public Key in the Certificate has been disclosed, compromised, or no longer
complies with industry standards;
(v) the Private Key of the subordinate Certificate used to issue the Certificate has been compromised or no longer
complies with industry standards;
(vi) the Certificate has been 1) misused, 2) used contrary to law, rule, regulation, or industry standard or 3) used, directly
or indirectly, for illegal or fraudulent purposes;
(vii) information in the Certificate is inaccurate or misleading,
(viii) the technical content or the format of the Certificate presents an unacceptable risk, in Sectigo’s opinion, to Application
Software Suppliers or Relying Parties;
(ix) for EV Certificates, Subscriber loses exclusive control over a domain name listed in the Certificate;
(x) the Certificate was not issued or used in accordance with Sectigo’s CPS, industry standards, or, for EV Certificates,
the EV Guidelines;
(xi) Sectigo 1) ceased operations or 2) is no longer allowed to issue the Certificate, and no other certificate authority has
agreed to provide revocation support for the Certificate;
(xii) for wildcard Certificates, the Certificate has been used to authenticate a fraudulently misleading subordinate fully-
qualified domain name;
(xiii) Subscriber is added as a denied party or prohibited person to a blacklist, or is operating from a prohibited destination
under the laws of Sectigo’s jurisdiction of operation;
(xiv) the Certificate was issued to publishers of malicious software;
(xv) Sectigo’s CPS authorizes revocation of the Certificate; or
(xvi) the Certificate, if not revoked, will compromise the trust status of Sectigo.
4.2. After revoking a Certificate, Sectigo may, in its sole discretion, reissue the Certificate to Subscriber and/or terminate this
Agreement.
5. Payment.
5.1. Payment. Subscriber shall pay all applicable fees for the Certificate before the Certificate is issued. Certificate fees are
provided to Subscriber during the application process. All payments are non- refundable, except that the Certificate’s seller
will refund a payment if, before twenty (20) business days after the Certificate’s issuance, the Subscriber has 1) not used
the Certificate, and 2) made a written request to Sectigo for the Certificate’s revocation.
5.2. Taxes. All amounts payable by Subscriber under this Agreement are net amounts and are payable in full, without deduction
for taxes or duties of any kind. Subscriber will be responsible for, and will promptly pay, all required taxes and duties of any
kind (including, but not limited to, sales, use and withholding taxes) associated with this Agreement, except for taxes based
on Sectigo’s net income. If Sectigo is required to collect, or pays on Subscriber’s behalf, any taxes or duties for which
Subscriber is responsible, then Subscriber will pay or reimburse Sectigo, as the case may be, for all such amounts.
6. Term and Termination.
6.1. Term. Unless otherwise terminated as allowed herein, this Agreement is effective upon Subscriber’s acceptance and lasts
for as long as a Certificate issued under this Agreement is valid.
6.2. Termination. Either party may terminate this Agreement with twenty (20) business days’ notice for convenience. Sectigo
may terminate this Agreement immediately without notice if
(i) Subscriber materially breaches this Agreement,
(ii) if Sectigo revokes a Certificate as allowed herein,
(iii) if Sectigo rejects Subscriber’s initial Certificate Request,
(iv) Sectigo cannot satisfactorily validate Subscriber in accordance with section 2.3, or
(v) if industry standards change in a way that affects the validity of the Certificates ordered by Subscriber.
6.3. Events Upon Termination. After termination, Sectigo may revoke any other Certificates issued to Subscriber without further
notice. Subscriber shall pay any amounts still owed for the Certificates. Sectigo is not obligated to refund any payment made
by Subscriber upon termination of this Agreement.
7. Intellectual Property Rights.
7.1. Sectigo IP Rights. Sectigo retains, and Subscriber shall not obtain or claim, all title, interest, and ownership rights in:
(i) the Services, including issued Certificates,
(ii) all copies or derivative works of the Services, regardless of who produced, requested, or suggested the copy or
derivative work,
(iii) all documentation and materials provided by Sectigo, and
(iv) all of Sectigo’s copyrights, patent rights, trade secret rights and other proprietary rights.
7.2. Trademarks. Subscriber shall not use a Sectigo trademark without Sectigo’s written consent. Sectigo consents to use of
trademarks in connection with purchased TrustLogos.
7.3. Subscriber IP. Subscriber grants Sectigo a worldwide, non-exclusive, non-sublicensable right, to use any Subscriber
trademark, service mark or tradename, to perform its obligations under this Agreement, and to identify Subscriber in
Sectigo’s customer lists and other marketing and promotional materials and communications referencing Subscriber as a
customer of Sectigo.
8. Confidentiality.
8.1. Except as allowed herein, a party (“Receiving Party”) shall not use or disclose any Confidential Information provided by
the other party (the “Disclosing Party”) other than for the purpose of performing its obligations under this Agreement. The
Receiving Party shall take reasonable measures to prevent unauthorized disclosure and shall ensure that any person
receiving Confidential Information complies with the restrictions in this section. The Receiving Party may disclose
Confidential Information if the information:
(i) is already possessed by the Receiving Party before receipt from the Disclosing Party;
(ii) is or becomes 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 the information,
(iv) is disclosed in response to the requirements of a law, governmental order, regulation, or legal process and the
Receiving Party first gives prior notice to the Disclosing Party of the requirement to disclose the information, or
(v) is disclosed under operation of law to the public without a duty of confidentiality.
8.2. A party asserting one of the exceptions to Confidential Information above shall prove the assertion using verifiable
documentary evidence. The confidentiality obligations contained in this section apply for the duration of this Agreement plus
five years after its termination; provided, however, with respect to Confidential Information that constitutes a trade secret,
for as long as that Confidential Information remains a trade secret.
9. Privacy and Data Protection.
9.1. Privacy Policy. Sectigo shall follow its Privacy Policy when processing Subscriber’s information. Sectigo may amend its
Privacy Policy at any time in accordance with the process outlined therein. Subject to Section 9.2, Sectigo shall use
reasonable efforts in protecting Subscriber’s information. Subscriber acknowledges that risks remain that are beyond
Sectigo’s reasonable control and waives all liability of Sectigo for these risks.
9.2. Disclosures. Subscriber acknowledges and understands that (i) issued Certificates are embedded with information about
Subscriber (such as Subscriber’s domain name, jurisdiction of incorporation, or email address), which varies depending on
the type Certificate ordered by Subscriber, (ii) issued Certificates may be logged in publicly-accessible Certificate
transparency databases for purposes of detecting and preventing phishing attacks and other forms of fraud, and (iii)
Certificates logged in publicly-accessible Certificate transparency databases cannot be removed.
9.3. Retention. Information provided by Subscriber for the validation of a Certificate shall be retained by Sectigo in accordance
with the CPS and industry standards for not less than seven (7) years, or as necessary to comply with applicable laws. The
retention period shall begin on the date of the rejection, expiration, or revocation of a Certificate. Copies of Certificates are
held, regardless of their status, whether valid, expired, or revoked.
10. Indemnification.
10.1. Indemnification. Subscriber shall indemnify Sectigo and its affiliates and their respective directors, officers, employees, and
agents (each an “Indemnified Person”) against all liabilities, losses, expenses, or costs (including reasonable attorney’s
fees) that, directly or indirectly, are based on Subscriber’s breach of this Agreement, information provided by Subscriber, or
Subscriber’s or its customers’ infringement on the rights of a third party.
10.2. Indemnification Procedure. Sectigo shall notify Subscriber promptly of any demand for indemnification. However, Sectigo’s
failure to notify will not relieve Subscriber from its indemnification obligations except to the extent that the failure to provide
timely notice materially prejudices Subscriber. Subscriber may assume the defense of any action, suit, or proceeding giving
rise to an indemnification obligation unless assuming the defense would result in potential conflicting interests as determined
by the Indemnified Person in good faith. Subscriber may not settle any claim, action, suit or proceeding related to this
Agreement unless the settlement also includes an unconditional release of all Indemnified Persons from liability.
10.3. Additional Liability. The indemnification obligations of Subscriber are not Sectigo’s sole remedy for Subscriber’s breach and
are in addition to any other remedies Sectigo may have against Subscriber under this Agreement. Subscriber’s
indemnification obligations survive the termination of this Agreement.
11. Warranties and Representations. Subscriber represents and warrants that:
(i) the subject named in each ordered EV Certificate has exclusive control of the domain name(s) listed in such Certificate;
(ii) Subscriber has all necessary consents to appoint each Certificate Requester and Certificate Approver, and that each
Certificate Requester and Certificate Approver has been provided a copy of, or an opportunity to review, this Agreement
and Sectigo’s Privacy Policy;
(iii) Subscriber has full power and authority to enter into this Agreement and perform its obligations hereunder; and
(iv) for EV Certificates, the individual accepting this Agreement is expressly authorized by Subscriber to sign this Agreement
for Subscriber.
12. Disclaimers and Limitation of Liability.
12.1. Relying Party Warranties. Subscriber acknowledges that the Relying Party Warranty is only for the benefit of Relying Parties.
Subscriber does not have rights under the warranty, including any right to enforce the terms of the warranty or make a claim under the warranty.
12.2. Exclusion of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SECTIGO EXPRESSLY
DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES IN THE SERVICES. THIS DISCLAIMER INCLUDES ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND
IS EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. SECTIGO DOES NOT GUARANTEE THAT 1) THE
SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS OR 2) THAT ACCESS TO THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
12.3. Limitation on Liability. SUBJECT TO SECTION 12.4, THE TOTAL LIABILITY OF SECTIGO AND ITS AFFILIATES, AND
EACH OF THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS, RESULTING FROM OR
CONNECTED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY SUBSCRIBER FOR THE SERVICES
GIVING RISE TO THE LIABILITY. SUBSCRIBER WAIVES ALL LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES. THIS WAIVER INCLUDES ALL DAMAGES FOR LOST PROFITS, REVENUE, USE,
OR DATA AND APPLIES EVEN IF SECTIGO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations
apply to the maximum extent permitted by law regardless of 1) the reason for or nature of the liability, including tort claims,
2) the number of any claims, 3) the extent or nature of the damages, and 4) whether any other provisions of this Agreement
have been breached or proven ineffective.
12.4. Exception. Nothing in this Agreement excludes or limits the liability of either party for death or personal injury resulting from
the negligence of that party or for any statements made fraudulently by either party.
13. Miscellaneous.
13.1. Relationship of the Parties. The status of a party under this Agreement shall be that of an independent contractor. Nothing
contained in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the
parties or, except as otherwise expressly provided in this Agreement, as granting either party the authority to bind or contract
any obligation in the name of or on the account of the other party or to make any statements, representations, warranties
or commitments on behalf of the other party. All persons employed by a party shall be employees of such party and not of
the other party and all costs and obligations incurred by reason of any such employment shall be for the account and
expense of such party.
13.2. Force Majeure and Internet Frailties. Other than for payment obligations by Subscriber, neither party will be liable for a delay
or failure to perform an obligation to the extent that the delay or failure is caused by an occurrence beyond the party's
reasonable control. Each party acknowledges that the operation of the Internet is beyond the other party’s reasonable
control, and neither party will be liable for a delay or failure caused by an interruption or failure of telecommunication or
digital transmission links, Internet slow-downs or failures, or other such transmission failure.
13.3. Injunctive Relief. Subscriber acknowledges that its breach of this Agreement will result in irreparable harm to Sectigo that
cannot adequately be redressed by compensatory damages. Accordingly, in addition to any other legal remedies which may
be available, Sectigo may seek and obtain an injunctive order against a breach or threatened breach of this Agreement by
Subscriber.
13.4. Limitation on Actions. Except for actions and claims related to a party’s indemnification and confidentiality obligations, all
claims and actions arising from this Agreement must be brought within one (1) year from the date when the cause of action
occurred.
13.5. Remedy. Subscriber’s sole remedy for a defect in the Services is to have Sectigo use reasonable efforts to correct the
defect. Sectigo is not obligated to correct a defect if (i) the Service was misused, damaged, or modified, (ii) Subscriber did
not immediately report the defect to Sectigo, or (iii) Subscriber breached any provision of this Agreement.
13.6. Notices. Subscriber shall send all notices to Sectigo by first class mail in writing in English, with return receipt requested,
to Sectigo Limited, 26 Office Village, 3rd Floor, Exchange Quay, Trafford Road, Salford, Manchester M5 3EQ, United
Kingdom. Sectigo shall send all notices to Subscriber’s contact information listed on its Certificate application. Sectigo may
send notices by mail, email, or facsimile.
13.7. Entire Agreement. This Agreement and all documents referred to herein constitutes the entire agreement between the
parties, superseding all other agreements that may exist with respect to the subject matter. Section headings are for
reference and convenience only and are not part of the interpretation of this Agreement.
13.8. Amendments. Sectigo may amend this Agreement, the CPS, the Relying Party Agreement, the Relying Party Warranty, its
website, and any documents listed in its Repository at any time by posting either the amendment or the amended document
in the Repository. Subscriber shall periodically review the Repository to be aware of any changes. Subscriber may terminate
this Agreement if Subscriber does not agree to the amendment. Subscriber’s continued use of the Services after an
amendment is posted constitutes Subscriber’s acceptance of the amendment.
13.9. Rules of Interpretation. Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply
to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive
and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted
supplements and amendments thereto; (iv) a reference to a law includes any amendment or modification to such law and
any rules or regulations issued thereunder; (v) a reference to a person or entity includes its permitted successors and
assigns; and (vi) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section,
Annex, Exhibit or Schedule of this Agreement.
13.10. Waiver. A party’s failure to enforce a provision of this Agreement will not waive the party’s right to enforce the same provision
later or right to enforce any other provision of this Agreement. To be effective, all waivers must be both in writing and signed
by the party benefiting from the waived provision.
13.11. Assignment. Subscriber may not assign any of its rights or obligations under this Agreement without the prior written consent
of Sectigo. Any transfer without consent is void. Sectigo may assign its rights and obligations without Subscriber’s consent.
13.12. Governing Law and Venue. This Agreement and any disputes relating to the Certificates provided hereunder shall be
governed and interpreted according to each of the following laws, respectively, without regard to its conflicts of law
provisions: (a) the laws of the State of New Jersey, if Subscriber is located in North America; or (b) the laws of England and
Wales, if Subscriber is located outside of North America. The parties agree to the exclusive jurisdiction of (a) the courts of
New Jersey if Subscriber is located in North America, or (b) the courts of England and Wales if the Subscriber is located
outside of North America.
13.13. Severability. Any provision determined invalid or unenforceable by rule of law will be reformed to the minimum extent
necessary to make the provision valid and enforceable. If reformation is not possible, the provision is deemed omitted and
the balance of this Agreement remains valid and enforceable.
13.14. Survival. All provisions of this Agreement related to confidentiality, proprietary rights, indemnification, and limitations of
liability survive the termination of this Agreement.
13.15. Rights of Third Parties. Except for Application Software Suppliers, nothing in this Agreement is intended or shall be
construed to give any person or entity any legal or equitable right, remedy, or claim under or in respect of this Agreement.
13.16. Counterparts; Integration; Effectiveness. This Agreement may be executed by written, facsimile or electronic means, and in
one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.
ACCEPTANCE
BY CLICKING ON “I ACCEPT”, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU
WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BUTTON
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.