Registration - VeriSign Partner Forum

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Registration

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VERISIGN ENTERPRISE PARTNER PROGRAM AGREEMENT

THIS VERISIGN ENTERPRISE PARTNER PROGRAM AGREEMENT (THE "AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT ("PARTNER") AND VERISIGN, INC. ("VERISIGN") WITH RESPECT TO THE SUBJECT MATTER HEREIN. PLEASE READ IT CAREFULLY.

BY CLICKING THE "AGREE TO TERMS" BUTTON AT THE END OF THIS AGREEMENT OR BY ENROLLING FOR AND ACCESSING THE VERISIGN ENTERPRISE PARTNER PROGRAM (THE "PROGRAM"), PARTNER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF PARTNER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT AND DO NOT ENROLL FOR OR ACCESS THE PROGRAM.

YOUR ENROLLMENT IN THESE ENROLLMENT PAGES YOUR AGREEMENT TO THE TERMS OF THIS AGREEMENT AND YOUR PAYMENT OF THE APPLICABLE FEES SHALL MAKE UP YOUR APPLICATION TO PARTICIPATE IN THE PROGRAM. YOUR PARTICIPATION IN THE PROGRAM SHALL BE SUBJECT TO VERISIGN'S ACCEPTANCE OF YOUR APPLICATION AND THE APPLICABLE FEES SUBMITTED. VERISIGN SHALL NOTIFY PARTNER OF ITS ACCEPTANCE OR REJECTION OF YOUR APPLICATION VIA ELECTRONIC MAIL OR OTHER WRITTEN NOTIFICATION, AND SHALL REFUND ANY FEES PAID FOR UNACCEPTED APPLICATIONS. VERISIGN SHALL NOT BE BOUND BY THE TERMS OF THIS AGREEMENT UNTIL IT HAS ACCEPTED PARTNER'S APPLICATION.

1. Definitions. For purposes of this Agreement, the following terms will have the following meanings:

"Partner Products" shall mean Partner's products and all associated new versions and upgrades to be identified and mutually agreed upon in writing subsequent to partner being accepted by VeriSign.

"End User" shall mean a person or an entity licensing the VeriSign Software for use as a part of a VeriSign Compatible Product from Partner or a distributor, reseller or service provider for their personal or internal use and not for resale or redistribution.

"Program Description" shall mean each description of the software, support, fees, access rights and other privileges in the different Program levels and Program tracks that are set forth in these online enrollment pages for the Partner Program, which VeriSign may update from time to time upon notice to Partner.

"VeriSign Compatible Product" shall mean Partner's Product which will be modified and enhanced by Partner through use of VeriSign Software to enable interoperability with VeriSign products and services and which may incorporate portion of VeriSign Software.

"VeriSign Documentation" means the most current version of the user and reference manuals and specifications customarily supplied by VeriSign to entities that license the VeriSign Software.

"VeriSign Marks" shall mean the VeriSign logos, trademarks and service marks that VeriSign makes available under the Program. The Program level and Program track selected by Partner shall determine which VeriSign Marks Partner will be authorized to use.

"VeriSign Software" shall mean VeriSign's proprietary developer toolkits identified in the applicable Program Description for the Program level and Program track(s) for which you enrolled and all associated modifications or upgrades made generally available as part of the Program, and derivative works thereto, whether created by VeriSign or Partner under this agreement.

2. License.

2.1 VeriSign hereby grants to Partner a non-exclusive and non-transferable license to (i) use the VeriSign Software to create VeriSign Compatible Product(s) as contemplated by this Agreement; (ii) reproduce and have reproduced the VeriSign Software, in object code format only, as incorporated in a VeriSign Compatible Product and as reasonably needed for inactive backup or archival purposes; (iii) distribute, license, market, promote, license and distribute the VeriSign Software as incorporated in a VeriSign Compatible Product only to End Users or indirectly through one or more distributors, resellers or service providers world-wide; and (iv) install and use the VeriSign Software, in object code format only, for Partner's internal development and testing purposes pursuant to this Agreement and in order to verify compatibility and provide support as necessary.

2.2 During the term hereof, VeriSign hereby grants to Partner a non-exclusive and non-transferable license to (i) use the VeriSign Documentation to support End Users; (ii) incorporate any or all of the VeriSign Documentation in VeriSign Compatible Product documentation; (iii) with the prior approval of VeriSign (not to be unreasonably withheld), modify the VeriSign Documentation provided that VeriSign shall own all intellectual property rights in the modifications; and (iv) reproduce, have reproduced and distribute the VeriSign Documentation or portions thereof as incorporated in VeriSign Compatible Product documentation.

2.3 During the term hereof, Partner hereby grants to VeriSign a paid-up, non-exclusive and non-transferable license to use the Partner Products, including upgrades thereto, solely for VeriSign's internal testing and development purposes pursuant to this Agreement and in order to verify compatibility and provide support as necessary. Notwithstanding the above, nothing herein shall require VeriSign to test or certify compatibility of the Partner Products with the VeriSign Software.

2.4 Partner may not translate, reverse engineer, decompile or disassemble the VeriSign Software or any part thereof and shall not authorize any third party to do any of the foregoing. Partner may not distribute the VeriSign Software on a stand-alone basis. VeriSign may not translate, reverse engineer, decompile or disassemble the software portion of the Partner Products and shall not authorize any third party to do any of the foregoing.

3. Ownership/Proprietary Rights.

3.1 Ownership and Title. Partner and VeriSign acknowledge and agree that, except for the limited licenses expressly granted in this Agreement, VeriSign owns all rights, title, intellectual property rights and ownership interest in and to the VeriSign Software, and that Partner owns all rights, title, intellectual property rights and ownership interest in and to the Partner Products.

3.2 Copyright Notices. The parties will not remove, alter or destroy any copyright or proprietary markings or notices placed upon or contained within the VeriSign Software, VeriSign Documentation, Partner Product, or any related materials or documentation.

3.3 Trademarks. VeriSign grants to Partner the nonexclusive worldwide right and license to use and display the applicable VeriSign Marks that are included, if any, in the Program level and Program track(s) for which Partner enrolled, during the term of this Agreement solely in conjunction with the marketing, promotion and distribution of the VeriSign Compatible Products or any agreed upon joint marketing activities, provided that goodwill from such use shall inure to VeriSign. VeriSign does not grant any rights in its VeriSign Marks, business name or goodwill except as licensed hereunder or by separate written agreement of the parties. Partner agrees to comply with all usage requirements set forth in the then current version of VeriSign's logo and trademark usage guide to be provided under the Program. Partner agrees not to use any trademark, trade name or product designation confusingly similar to a VeriSign Mark, except as expressly authorized in writing by VeriSign.

3.4 Customer Agreements. Partner will distribute with each copy of the VeriSign Compatible Product distributed with VeriSign Software an end user license agreement ("Customer Agreement(s)") which shall contain terms at least as protective of VeriSign as the minimum contractual terms provided hereunder. Partner shall use commercially reasonable efforts to enforce the terms of such Customer Agreements.

4. Technical Support. VeriSign shall provide only to Partner the technical support relating to the VeriSign Software as set forth in the applicable Program Description for the Program level and Program track(s) for which you enrolled, and such Program description may be modified or amended by VeriSign from time to time in its sole discretion. VeriSign shall only provide such support to the individuals identified by Partner as required during enrollment. Partner shall provide all technical support relating to the Partner Product and the VeriSign Compatible Product directly to the End Users. For Program levels that include support, additional support may be purchased separately.

5. Fees and Payment.

5.1 Fees and Payment Terms. The fees for the Program for which you enrolled shall be those fees as set forth in the applicable Program Description in these enrollment pages as of the Effective Date of this Agreement. All payments will be due net thirty (30) days from the date of Partner's receipt of invoice. All payments will be made in U.S. Dollars, free of any currency control or other restrictions. Partner will pay interest on all amounts not paid when due at the rate of one and one half percent (1.5%) per month or the highest rate permitted by law, whichever is lower.

5.2 Taxes. All amounts payable under this Agreement are exclusive of all sales, use, property, excise, value-added, withholding, and other taxes and duties. Partner will pay all taxes and duties assessed in connection with this Agreement and its performance by any authority within or outside of the U.S., except for taxes payable on VeriSign's net income. Partner will promptly reimburse VeriSign for any and all taxes or duties that VeriSign may be required to pay in connection with this Agreement or its performance. If Partner claims exemption from any tax, Partner shall furnish VeriSign with a valid tax exemption certificate issued by each taxing jurisdiction or entity where such certificate is required as a condition for the avoidance of applicable sales or use taxes covering the Products purchased hereunder.

6. Obligations of Partner. During the term of this Agreement, Partner shall have the obligations set forth in the applicable Program Description for the Program level and Program track(s) for which Partner enrolled. It shall be Partner's responsibility to provide Partner information reasonably requested by VeriSign as part of the applicable Program and to test and verify compatibility with the VeriSign Software. Partner shall not make any representations or warranties relating to the VeriSign Software or VeriSign compatible product not expressly authorized by VeriSign in advance in writing.

7. Confidentiality Obligations.

7.1 Definition. "Confidential Information" means: (a) any non-public technical or business information of a party, including without limitation any information relating to a party's techniques, algorithms, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information; (b) any other information of a party that is disclosed in writing and is conspicuously designated as "Confidential" at the time of disclosure or that is disclosed orally, is identified as "Confidential" at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days of any such disclosure; and (c) the specific terms and conditions of this Agreement.

7.2 Exclusions. "Confidential Information" will not include any information that (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) the receiving party can demonstrate by written evidence was rightfully in the receiving party's possession the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from a third party not under a duty of confidentiality and without restriction on use or disclosure.

7.3 Obligations. Each party will at all times, both during the term of this Agreement and for a period of three (3) years after its termination, maintain in confidence all Confidential Information of the other party and will not use such Confidential Information except as expressly permitted herein. Each party will take all reasonable measures to maintain the confidentiality of such Confidential Information, but not less than the measures it uses for its confidential information of similar importance. Each party will limit the disclosure of such Confidential Information to those of its employees and contractors with a bona fide need to access such Confidential Information for a party's exercise of its rights and obligations under this Agreement; provided that all such employees and contractors are subject to binding use and disclosure restrictions at least as protective as those set forth herein. The receiving party shall immediately return to the disclosing party all written Confidential Information of the disclosing party and any and all records, notes and other written, printed or tangible materials pertaining to such Confidential Information upon receipt of a written request from the disclosing party or within thirty (30) days after the termination or expiration of this Agreement.

8. Disclaimer of Warranties/Limitation of Liability. THE VERISIGN SOFTWARE, VERISIGN COMPATIBLE PRODUCTS, AND PARTNER PRODUCT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. VERISIGN AND PARTNER DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

9. Indemnification. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF THIS AGREEMENT, PRODUCTS OR SERVICES, BREACH OF CONTRACT OR ANY EXPRESS OR IMPLIED WARRANTY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT. EXCEPT FOR A BREACH OF SECTION 7 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL VERISIGN'S LIABILITY TO PARTNER OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE PRODUCTS OR SERVICES EXCEED FEES PAID BY PARTNER TO VERISIGN UNDER THIS AGREEMENT WITHIN THE 12 MONTH PERIOD PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON SUCH CONTRACT, WARRANTY, TORT OR OTHERWISE.

10. Indemnity Obligations.

10.1 Partner's Duty to Defend. Partner at its own expense shall defend, or at its option settle, any claim or suit ("VeriSign Claims") against VeriSign (i) on the basis of infringement or misappropriation of any patent, copyright, trademark, trade secret or other intellectual property right by the Partner Product provided that if such VeriSign Claims are based on the Partner Product in combination with another product that such VeriSign Claims would not have arisen but for the Partner Product or (ii) arising from Partner's marketing or distribution of the VeriSign Compatible Product(s), including without limitation claims based on unauthorized representations or warranties made by Partner relating to the VeriSign Software. Partner shall pay any final judgment entered against the non-defending party on such issue or any settlement thereof; provided (a) that Partner has the right to control and direct the defense and/or settlement, (b) VeriSign notifies Partner promptly in writing of VeriSign Claims gives Partner all information known to VeriSign relating thereto, and (c) VeriSign reasonably cooperates with Partner in the settlement and/or defense of VeriSign Claims. VeriSign may retain separate counsel at its own expense. Notwithstanding anything contrary to the above, Partner shall not settle any claim that imposes obligations, including monetary, on VeriSign without the prior written consent of VeriSign.

10.2 VeriSign's Duty to Defend. VeriSign at its own expense shall defend, or at its option settle, any claim or suit ("Partner Claims") against Partner on the basis of infringement or misappropriation of any patent, copyright, trademark, trade secret or other intellectual property right by the VeriSign Software provided that if such a claim or suit is based on VeriSign Software in combination with another product that such claim or suit would not have arisen but for the VeriSign Software. VeriSign shall pay any final judgment entered against Partner on such issue or any settlement thereof; provided (a) VeriSign has the right to control and direct the defense and/or settlement, (b) Partner notifies VeriSign promptly in writing of each such claim or suit and gives VeriSign all information known to Partner relating thereto, and (c) Partner reasonably cooperates with VeriSign in the settlement and/or defense. Partner may retain separate counsel at its own expense. Notwithstanding anything contrary to the above, VeriSign shall not settle any claim that imposes obligations, including monetary, on Partner without the prior written consent of Partner.

10.3 Options. If, as a result of any binding settlement among the parties or a final determination by a court of competent jurisdiction, any of the Partner Product, VeriSign Compatible Products or the VeriSign Software, as the case may be, is held to infringe and its use is enjoined, or if Partner reasonably determines that the Partner Product or VeriSign Compatible Products or VeriSign reasonably determines that the VeriSign Software, may become subject to an injunction, Partner or VeriSign, as the case may be, shall have the option to: (i) obtain the right to continue use of the Partner Product or VeriSign Compatible Products (in the case of Partner) or the VeriSign Software (in the case of VeriSign); (ii) replace or modify the Partner Product, VeriSign Compatible Products, or the VeriSign Software, as the case may be, so that it is no longer infringing; or (iii) terminate this Agreement.

10.4 Exclusions. Notwithstanding the foregoing, VeriSign shall have no liability under this Section if the alleged infringement arises from the modification of the VeriSign Software other than by VeriSign or its contractors or the use of the VeriSign Software in a manner other than that specified in this Agreement and the relevant VeriSign Documentation; and Partner shall have no liability under this Section if the alleged infringement arises from the modification of the Partner Product other than by Partner or its contractors or the use of the Partner Product in a manner other than that specified in this Agreement and the relevant Partner Documentation.

10.5 Exclusive Remedy. Notwithstanding anything to the contrary in this Agreement, the foregoing states Partner's and VeriSign's entire liability and Partner's and VeriSign's exclusive remedy for proprietary rights infringement relating to the Partner Product, VeriSign Compatible Products, and the VeriSign Software.

11. Term and Termination.

11.1 Term. This Agreement will have an initial term of one (1) year commencing on the date VeriSign sends out electronic notification (or by other methods set forth in Section 12 F) to you that your application has been accepted by VeriSign (the "Effective Date"), unless earlier terminated as set forth below in this Section 11.

11.2 Termination.
(a) Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party.

(b) Upon (i) the institution of any proceedings by or against either party seeking relief, reorganization or arrangement under laws relating to insolvency, which proceedings are not dismissed within sixty (60) days; (ii) the assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee, of any of either party's property or assets; (iii) the liquidation, dissolution or winding up of either party's business; or (iv) the admission in writing of its inability to pay current debts; then and in any such events this Agreement may immediately be terminated by the other party upon written notice.

11.3 Effect of Termination. Expiration or termination of this Agreement shall not relieve either party of any obligations that accrue prior to the date of such expiration or termination. The provisions of Sections 3 (Ownership/Proprietary Rights), 7 (Confidentiality), 8 (Disclaimer of Warranties/Limitation of Liability), 9 (Indemnification), 10 (Indemnity Obligations), 11 (Term and Termination) and 12 (Miscellaneous) shall survive the expiration or termination of this Agreement for any reason. All End User licenses granted through the effective date of termination of this Agreement shall survive in effect through their terms. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

11.4 No Damages for Termination. Neither party will be liable to the other party for any claims or damages of any kind arising out of termination of this Agreement in accordance with Section 11.2 above, including any incidental or consequential damages, including without limitation any compensation, reimbursement for the loss of prospective profits, anticipated sales or goodwill. However, termination will not extinguish any liability of either party arising before termination of this Agreement, including without limitation for payments due.

12. Miscellaneous.
A. Governing Law and Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods. The parties agree that this Agreement is executed and performed in Santa Clara County, California.

B. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted.

C. Force Majeure. Neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance.

D. Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.

E. Entire Agreement and Amendment. This Agreement, including all exhibits hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous representations, discussions, negotiations, and agreements, whether written or oral, relating to its subject matter. This Agreement may be amended or modified only by a writing that is signed by duly authorized representatives of both parties.

F. Notices. All notices, approvals, consents and other communications required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery service with written verification of receipt, or by registered or certified mail, return receipt requested, postage prepaid, and in each instance will be deemed given upon receipt. All such notices, approvals, consents and other communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section.

G. Relationship of Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party nor its employees has the authority to bind or commit the other party in any way or to incur any obligation on its behalf.

H. Assignment. Neither party may assign this Agreement, in whole or in part, including without limitation by operation of law, without the other party's prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

I. Compliance with Law. Partner will comply with all laws and regulations applicable to Partner's performance of its obligations under this Agreement. Partner acknowledges that the Products, including documentation and other technical data, are subject to export controls imposed by the U.S. Export Administration Act of 1979, as amended (the "Act"), and the regulations promulgated thereunder. Partner will not export or re-export (directly or indirectly) any Products or documentation or other technical data therefor without complying with the Act and the regulations thereunder.

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