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Date: February 2007
This contract between Melbourne IT Ltd trading as RegisterFree (ABN 21 073 716 793) ("Melbourne IT Ltd trading as RegisterFree") and you ("the Customer") relates to the purchase or renewal of a digital certificate or seal ("Certificate") and contains the following terms and conditions:
BY COMPLETING THE CERTIFICATE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE AGREEMENT WITH THE CERTIFICATION AUTHORITY REFERRED TO IN THIS AGREEMENT ("THE CERTIFICATE AGREEMENTS") SO PLEASE READ ALL THE TERMS CAREFULLY. ANY PERSON OR ENTITY ACTING ON YOUR BEHALF SHALL ALSO BE BOUND BY THE TERMS OF THE CERTIFICATE AGREEMENTS AND YOU AGREE TO BE RESPONSIBLE FOR THE ACTIONS OF ANY SUCH PERSON OR ENTITY.
1. These terms and conditions, and the Certificate Agreement with the Certification Authority referred to in clause 2 below constitutes the entire agreement between Melbourne IT Ltd trading as RegisterFree and the Customer for the registration of the Certificate, and supersedes all prior agreements, understandings and representations whether oral or written.
LICENSEE'S OBLIGATIONS
| 2. |
The Certification Authority ("CA") provides digital certificate registration services to Melbourne IT Ltd trading as RegisterFree in connection with a Certificate. The Customer hereby authorises Melbourne IT Ltd trading as RegisterFree to attempt to acquire the Certificate from the CA. In order for Melbourne IT Ltd trading as RegisterFree to attempt to acquire the Certificate from the CA, the Customer must agree to the CA terms and conditions for the Certificate, which are located at http://www.registerfree.com/policies/ ("CA Agreement"). Accordingly, the Customer warrants to Melbourne IT Ltd trading as RegisterFree that the Customer has read and agrees to the terms and conditions of the CA Agreement. The Customer further acknowledges and agrees that the Customer is creating a separate contractual relationship between the Customer and the CA, and that the Customer, and not Melbourne IT Ltd trading as RegisterFree, is responsible for all fees, liability, and obligations in connection with that contractual relationship, unless otherwise expressly stated to the contrary in this Agreement. |
| 3. |
Melbourne IT Ltd trading as RegisterFree may change the terms and conditions of this Agreement either by obtaining Customer's consent or giving Customer notice. The period of notice given by Melbourne IT Ltd trading as RegisterFree depends on the nature of the change. If:
| a. |
The change will benefit Customer, Melbourne IT Ltd trading as RegisterFree may make the change immediately and are not required to notify Customer prior to the change: |
| b. |
The change is required by law, a regulatory body or for a technical reason (including for security), Melbourne IT Ltd trading as RegisterFree will give Customer a reasonable period of notice not exceeding 3 days; |
| c. |
Melbourne IT Ltd trading as RegisterFree consider that the change has a significant and detrimental impact on its customers generally, Melbourne IT Ltd trading as RegisterFree will give Customer at least 30 days notice prior to the change, and |
| d. |
For all other changes, Melbourne IT Ltd trading as RegisterFree will also give Customer at least 30 days notice prior to the change. |
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| Melbourne IT Ltd trading as RegisterFree may give notice of a change by posting a new version of the Agreement on its website located at www.melbourneit.com.au/policies. |
| 4. |
The Customer agrees that:
| 4.1 | the CA and Melbourne IT Ltd trading as RegisterFree may:
| 4.1.1 |
capture personally identifiable information as required and necessary for the CA to provide the Digital Certificate to the Customer ("Data"); |
| 4.1.2 |
place in Certificates information provided by the Customer in its Certificate Application; |
| 4.1.3 |
publish Certificates and status information about such Certificates in the CA's Repository of Certificate information and make this information available to the public and other repositories; and |
| 4.1.4 |
transfer Data to a related company for the processing of Certificates. |
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| 4.2 |
personally identifiable information obtained from the Customer by Melbourne IT Ltd trading as RegisterFree and its related corporations will be:
| 4.2.1 |
transmitted to the CA for the CA's use; |
| 4.2.2 |
used by Melbourne IT Ltd trading as RegisterFree for inclusion in registers and databases produced by Melbourne IT Ltd trading as RegisterFree or its licensees. |
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| 4.3 |
it will obtain the consent of individuals whose personal information is to be publicly listed by the CA, or otherwise provided to the CA or Melbourne IT Ltd trading as RegisterFree, as part of the Certificate Application;
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| 4.4 |
it will immediately notify Melbourne IT Ltd trading as RegisterFree of any change to its Certificate organisation name and/or domain name registration details and acknowledges that the change of credentials may require the issuance of a new Certificate and payment of applicable charges;
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| 4.5 |
it will promptly notify Melbourne IT Ltd trading as RegisterFree of any actual or threatened proceedings brought in respect of the Certificate whether by or against the Customer.
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| 5. |
The Customer warrants:
| 5.1 |
that it will at all times comply with the terms and conditions of the CA Agreement; |
| 5.2 |
that the details in respect of its Certificate submitted to Melbourne IT Ltd trading as RegisterFree or the CA by the Customer are true and correct, and that any future additions or alterations to those details will be true and correct. |
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| 6. |
The Customer indemnifies:
| 6.1 |
Melbourne IT Ltd trading as RegisterFree against:
| 6.1.1 | any claim or demand by a CA to Melbourne IT Ltd trading as RegisterFree in connection with the Certificate, the Certificate registration or the CA Agreement; |
| 6.1.2 | any revocation by the CA of the Customer's Certificate; or |
| 6.1.3 |
breach by the Customer of the CA Agreement or this Agreement,
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| 6.2 | Melbourne IT Ltd trading as RegisterFree and the CA and each of their related corporations, directors, officers, employee and agents harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising in connection with this Agreement, the registration or renewal of any Certificate or the Customer's use of any Certificate.
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MELBOURNE IT LTD TRADING AS REGISTERFREE'S OBLIGATION TO SUBMIT REGISTRATION OR RENEWAL OF THE DIGITAL CERTIFICATE AND OTHER OBLIGATIONS
| 7. |
The parties agree that the Customer's application for the registration or renewal (as the case may be) of the Certificate will not be submitted by Melbourne IT Ltd trading as RegisterFree to a CA until Melbourne IT Ltd trading as RegisterFree receives all applicable charges in respect of that Certificate from the Customer and, in the case of a renewal, the Customer agrees to the terms and conditions of the then prevailing CA Agreement.
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| 8. |
The Customer agrees that failure to pay any charge for its Certificate when due (as evidenced for example by, without limitation, the Customer's credit card company notifying Melbourne IT Ltd trading as RegisterFree of the Customer disputing the payment of, or refusing to pay such charge, or where the Customer's credit card payment has been declined or reversed) will entitle Melbourne IT Ltd trading as RegisterFree to withhold an application for the registration or renewal of the Certificate to a CA until such payment is received from the Customer. If payment is not received within 4 business days after an email notice has been sent to the Customer, Melbourne IT Ltd trading as RegisterFree may reject the Certificate application.
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| 9. |
Customer acknowledges that its use of Melbourne IT Ltd trading as RegisterFree's Certificate listing service (if applicable) does not oblige Melbourne IT Ltd trading as RegisterFree to notify Customer of the expiration of any Certificate registrations. Customer agrees that so long as it utilises the Certificate listing service, Melbourne IT Ltd trading as RegisterFree may contact Customer to provide marketing material in respect of Melbourne IT Ltd trading as RegisterFree's services from time to time.
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REGISTRATION AND PROCESSING OF DIGITAL CERTIFICATE
| 10. |
The Customer agrees that the Certificate will be processed by the CA on a first come, first served basis. The Customer agrees that Melbourne IT Ltd trading as RegisterFree does not guarantee that any Certificate applied for by Melbourne IT Ltd trading as RegisterFree on behalf of the Customer will be successfully processed by the CA.
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| 11. |
The Customer may renew its Certificate on the Customer's payment of the applicable renewal charge and other applicable charges prior to the expiry of the Certificate and subject to the terms of this Agreement, and, to the Customer agreeing to the then prevailing CA Agreement (including, without limitation, successful completion of the authentication procedure).
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| 12. |
The Customer acknowledges that:
| 12.1 |
it is the Customer's responsibility to ensure that the Certificate is renewed; and |
| 12.2 | the Customer releases, indemnifies and holds Melbourne IT Ltd trading as RegisterFree harmless against any claim for damage or loss arising from any failure of the Customer's Digital Certificate to be renewed by the Customer.
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LICENSEE'S CANCELLATION OF DIGITAL CERTIFICATE
| 13. |
The Customer may cancel or revoke its Certificate at any time (including if Customer is upgrading or changing to a different Certificate) in accordance with the CA Agreement. In addition to any other obligations of the Customer under this Agreement, the Customer agrees to immediately notify Melbourne IT Ltd trading as RegisterFree of any request by the Customer to the CA to cancel, revoke, change or upgrade its Certificate by sending an email notice to digicert@melbourneit.com.au.
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| 14. |
If the Customer is permitted to cancel, revoke, change or upgrade its Certificate licence as specified in clause 13, Melbourne IT Ltd trading as RegisterFree shall not be obliged to refund to the Customer any unexpired portions of the charge for the registration of the Certificate.
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| 15. |
The parties agree that upon the cancellation (or revocation) of the Certificate by the Customer pursuant to clause 13, this Agreement shall automatically terminate.
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SUSPENSION OR TERMINATION OR EXPIRY OF AGREEMENT
| 16. |
The Customer further acknowledges and agrees that the Certificate may be revoked by Melbourne IT Ltd trading as RegisterFree where Melbourne IT Ltd trading as RegisterFree reasonably considers that the Customer has breached any term or condition of the CA Agreement, or, where Melbourne IT Ltd trading as RegisterFree is directed to do so by a CA. If Melbourne IT Ltd trading as RegisterFree revokes the Certificate of the Customer this Agreement shall automatically terminate.
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| 17. |
The parties agree that this Agreement will terminate where the Customer's Certificate expires and is not renewed by the Customer prior to the revocation of the Certificate.
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| 18. |
If this Agreement is terminated under either clauses 16 or 17, Melbourne IT Ltd trading as RegisterFree shall not be required to provide any refund any charge paid by the Customer to Melbourne IT Ltd trading as RegisterFree under this Agreement in connection with such termination.
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LIABILITY
| 19. |
The parties agree that notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, neither Melbourne IT Ltd trading as RegisterFree nor a CA nor the respective officers, employees, agents, sub-contractors or related corporations of Melbourne IT Ltd trading as RegisterFree or a CA will be liable for direct, consequential or indirect loss or damages of any kind (including, without limitation, loss of profit, loss or corruption of data, business interruption or indirect costs) regardless of the legal basis on which such loss or damage arises or is incurred..
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| 20. |
Except as expressly provided to the contrary in this Agreement, all warranties and representations whether express, implied, statutory or otherwise, relating in any way to the subject matter of this Agreement, are excluded. If any legislation implies in this Agreement a term or warranty, the Customer agrees that Melbourne IT Ltd trading as RegisterFree's liability under this Agreement for a breach of that term or warranty is limited to, in the sole discretion of Melbourne IT Ltd trading as RegisterFree, the re-supply of the goods or services again, or the payment of the cost of having the goods repaired or replaced, or the services supplied again.
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| 21. |
The parties agree that clauses 6, 12, 19 and 20 survive the expiry or termination of this Agreement.
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GENERAL
| 22. |
If any clause of these terms and conditions is held to be invalid or unenforceable in whole or part, the invalid or unenforceable wording shall be deemed to be omitted.
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| 23. |
Any notice to be given under the contract is deemed to be served if delivered by hand or sent by pre-paid post, by fax or e-mail, to the party to whom it is given at its last known postal or e-mail address or fax number.
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| 24. |
The contract is governed by the law of Victoria, Australia, and the Customer and Melbourne IT Ltd trading as RegisterFree submit to the non-exclusive jurisdiction of the Victorian courts.
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| 25. |
The parties agree that Melbourne IT Ltd trading as RegisterFree may assign this Agreement to a third party on prior written notice to the Customer.
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| 26. |
The failure of a party at any time to insist on strict performance of any provision of this Agreement is not a waiver of its right at any later time to insist on strict performance of that or any other provision of this Agreement.
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