Comodo UserTrust Subscriber Agreement
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCEPTING THE TERMS AND CONDITIONS.
IMPORTANT - READ THESE TERMS CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING A COMODO USERTRUST ACCOUNT OR THE COMODO USERTRUST SERVICES. BY USING, APPLYING FOR, OR ACCEPTING THIS AGREEMENT BY CLICKING ON "I ACCEPT" BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SUBSCRIBER AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE A COMODO USERTRUST ACCOUNT OR THE COMODO USERTRUST SERVICES.
This Subscriber Agreement ("Agreement") constitutes the final binding agreement between you and Comodo CA Limited ("Comodo") which has its principal place of business at Office Village, 3rd Floor, Exchange Quay Trafford Road Salford, Manchester M5 3EQ United Kingdom.
1. Grant of License
Comodo grants to you, and you accept, a limited, non-exclusive, non-transferable, revocable license to use the Comodo UserTrust logo and services as described more fully in Section 3 including any documentation files or website information accompanying it (collectively, the "Services"), provided that you agree to be bound by the terms of this Agreement. Any rights in the Services not expressly granted in this Agreement are reserved by Comodo. No license is granted herein to distribute, resell, create derivative works, reverse engineer, repackage, transfer, or modify any software include as part of the Services. This license if granted without a license fee for the basic services. Additional fees may apply for Gold Member Services as described in Section 3.4
2. Activation and Registration
. By accessing a Comodo UserTrust account or using the Comodo UserTrust services, you agree to be bound by the terms and conditions of this agreement. Comodo and its affiliates, licensors and suppliers provide information and the Comodo UserTrust services to you, the user, conditioned on your acceptance without modification of the terms, conditions and notices contained in this Agreement.
. In consideration of your use of the Services, you agree to provide full and accurate information about yourself as requested in our registration form and to update the registration form in a timely manner as such information changes. You further agree to update the registration in a timely manner, as personal information changes. You acknowledge and agree that any information provided that is untrue, inaccurate, or incomplete can result in the immediate suspension or termination of all rights granted herein in Comodo's sole and absolute discretion. If Comodo ever finds any information provided to be untrue, incomplete, or inaccurate or has reason to believe that any information may be untrue, incomplete, or inaccurate, then Comodo, in its sole and absolute discretion, may suspend or terminate your account and refuse all future use of the services.
3. Comodo UserTrust Services
1. Website Reviews
. Comodo UserTrust services includes the ability for you to receive internet-based feedback from your website customer on the website customer's overall experience in conducting transactions with your website. Reviews are made in a consumer's sole discretion and Comodo is not responsible for any materials, information, or content posted in or through a customer review. Comodo does not monitor or modify the content of a customer review and all complaints regarding the content must be addressed to the poster of the review. Reviews left by your customers are intended to be used to assist online consumers in determining the credibility of an online merchant and assist other customers in feeling confident with their online shopping experience. However, Comodo makes no representations or warranties that the consumer will be able to leave feedback, that the consumer will leave positive feedback, that the feedback will be from a legitimate customer, that the feedback will lead to a change in sales activity, or that the feedback will not contain any offensive or inappropriate material. Use of the services does not indicate Comodo's warranty, guarantee, or endorsement of you and you agree not to make any statements or implications to the contrary.
. When available, you may install and use the Comodo UserTrust toolbar to access and view feedback left on your site. The Toolbar is the sole and exclusive property of Comodo and no license is granted herein for you to use the toolbar other than in connection with the Services as described in this Section 3.
3. Comodo UserTrust Logo
. As part of the Services, you are granted the license to display and use the Comodo UserTrust logo on your website. The logo may only be used in conjunction with the Services as specified in the registration data provided by you and may not be installed on or used by any website without first creating a separate account and agreeing to these terms for the other website. The Comodo UserTrust logo is a trademark of Comodo and may not be replicated or used without express permission.
4. Gold Membership
. Three months from your registration date, you may be eligible to upgrade to a Gold membership account with Comodo if your website qualifies. Gold membership shall be presented to you in Comodo's sole discretion and shall only be effective upon the execution of an additional agreement containing the terms and conditions associated with the use of the gold membership.
5. Changes in Services
. You acknowledge and agree that Comodo may, in its sole and absolute discretion, modify, limit, remove, or change the services as it sees fit without providing prior notice to you. Account access, account reviews, and account management of the Comodo UserTrust services along with any associated logos, trademarks, and promotions may be removed, modified, or updated by Comodo at any time without notice. Comodo may cancel or terminate the services at any time without notice and shall not be held responsible for any costs or effects associated with such cancellation or termination of the services. Comodo may at some future point decide to charge for the Services and the reserves the right to do so. Comodo shall provide ten (10) days notice of any change in pricing or if a fee is required for continued use of the services. Your sole remedy if you decide not to pay the fee is to cancel your Comodo UserTrust account and cease using the Services.
4. Use of the Services
1. Username and Password
. In connection with your establishment of a Comodo UserTrust subscription account, you will be required to select a username and password. You are responsible for maintaining the confidentiality of your password and username, and are fully responsible for all activities that occur under your username. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. Comodo, its affiliates, and their employees or agents shall not be held responsible or liable for any loss or damage arising from unauthorized access to your account or your failure to comply with this section.
2. Compliance with Laws
. As a condition of your use of the services, you warrant to Comodo and its affiliates that you will not use the services for any purpose that is unlawful or is prohibited by these terms, conditions, and notices. You agree to comply with all rules, regulations, and laws applicable to you in your use of the services, including all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) not to use the services for illegal purposes; (2) not to interfere or disrupt networks connected to the services; (3) to comply with all regulations, policies and procedures of networks connected to the services; (4) not to use the services to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (5) to not attempt to gain unauthorized access to other computer systems; and (6) to not interfere with another Subscriber's use and enjoyment of the Comodo UserTrust services or another entity's use and enjoyment of similar services. If you violate any of these terms, your permission to use the services automatically terminates.
3. Prohibited Activities
. You agree that you will not, directly or indirectly, (1) reproduce, sell, lease, rent, transfer or exploit for any commercial purposes any portion of the services; (2) modify the Comodo UserTrust logo or other provide Comodo trademark in any form, change the data contained within the Comodo UserTrust logo or change its size; (3) use or display the Comodo UserTrust logo in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Comodo or in a manner that impairs the rights of Comodo in its trademarks or logos; or (4) represent that Comodo guarantees or endorses your products or services.
. UserTrust applies filters to all reviews posted on a site. These filters are designed to help prevent obscenities and other unacceptable or inappropriate material. The filters do not monitor for intellectual property right violations, guarantee that no inappropriate or offensive material will be included in a post, or monitor libelous or defamatory statements. If you believe that a review contains inappropriate or offensive material, please contact Comodo at email@example.com. Include in each email information about the review and why the review is offensive or inappropriate. Comodo does not filter website reviews based on the actual review content. Reviewers are prevented by the UserTrust system from adding new reviews more than once every thirty days to prevent system abuse. This system is not fool-proof and dues not guarantee that a user will be prevented from posting additional reviews within the thirty day time period and Comodo does not make or give any guarantees or assurances to the contrary.
5. Use of the Comodo UserTrust Logo
. Except as expressly authorized in this Agreement, any use, modification, reproduction, display or redistribution of the Comodo UserTrust logo or any other Comodo trademark is expressly prohibited. You agree not to register the Comodo UserTrust logo or any other Comodo logo or trademark in any jurisdiction. Comodo reserves the right to terminate or modify your license to reproduce and display the Comodo UserTrust logo at any time and to take action against any use of the Comodo UserTrust logo that (i) does not conform to the terms and conditions set forth in this Agreement, (ii) infringes any Comodo intellectual property or other right, or (iii) violates any applicable law.
6. Subscriber Obligations
. You must (1) obtain and pay for all equipment and third-party services (e.g., Internet access and email service) required for you to access and use Comodo UserTrust services; (2) maintain the security of your subscriber identification, and other confidential information relating to your Comodo UserTrust account; and (3) be responsible for all charges resulting from use of your Comodo UserTrust account.
. Comodo expressly reserves and maintains at all times all ownership rights and privileges in and to the Services, including any intellectual property rights therein. This Agreement shall not be construed to grant any ownership rights in the Services to you, but shall only give you a limited license to use the Services until this Agreement is terminated in accordance with Section 5. You acknowledge that the Services, including any and all associated intellectual property rights under copyright, trade secret, patent, or trademark laws, are owned by Comodo or its licensors. Comodo may pursue all available legal remedies if you use the Services in violation of this Agreement.
You acknowledge that if you use the Services in violation of this Agreement, you may be subject to CRIMINAL AND/OR CIVIL FINES AND PENALTIES under all applicable laws. Comodo has the right to gather information regarding the use of the Services to guarantee the proper use of the licenses granted by this Agreement.
5. Term and Terminations
. Your account subscription shall be active for as long as you have a UserTrust account established or are using the UserTrust services.
2. Voluntary Termination
. You may cancel your subscription at any time by contacting firstname.lastname@example.org
. Your account will be terminated upon Comodo's receipt of your cancellation notice. Comodo may cancel or modify the services at any time in accordance with Section 3.5.
3. Involuntary Termination
. If you breach any portion of this Agreement, Comodo may immediately terminate this Agreement. Comodo is not liable for any damages that may result from termination carried out in accordance with this Agreement.
2. Assumption of Risks
. While Comodo has taken all reasonable steps to reduce risk by building systems with high levels of security to ensure the privacy of all transaction data and the safe transmission of information, security risks remain that are beyond the reasonable control of Comodo. Your use of the services is subject to those risks which you agree to bear.
7. Warranty Disclaimers
1. Use of Internet
. Users of the Services are advised that they are conducting their transactions over the Internet. Reasonable effort shall be made by Comodo to provide reliable services, but Comodo provides its services on the Internet and, as such, they are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond the control of Comodo.
2. Warranty Disclaimer
. THE SERVICES ARE PROVIDED TO YOU "AS IS." TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMODO, ON BEHALF OF ITSELF AND ITS SUPPLIERS, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AT LAW, IN EQUITY, OR STATUTORY, WITH RESPECT TO THE SERVICES OR ITS CHARACTERISTICS, QUALITY, PERFORMANCE OR VALUE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMODO MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION, SOFTWARE, PRODUCTS, CONTENT, FORMS AND SERVICES CONTAINED ON OR ACCESSED VIA THIS WEBSITE OR OTHER COMODO USERTRUST SERVICES WILL (I) MEET YOUR REQUIREMENTS, OR (II) BE FREE FROM INACCURACIES, MISTAKES, DELAYS, INTERRUPTIONS OR TYPOGRAPHICAL ERRORS. IN PARTICULAR, COMODO DOES NOT WARRANT THAT THE SERVICES WILL INCREASE SALES ACTIVITY OR ASSIST IN SALES TRANSACTIONS.
8. Limitation of Liability
1. ANY USE BY YOU OF YOUR COMODO USERTRUST ACCOUNT OR SERVICES IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE SERVICES MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. IF YOUR USE OF THE COMODO USERTRUST SERVICES, OR THE MATERIALS CONTAINED THEREON OR LINKED THERETO (INCLUDING THE DOWNLOAD OF ANY CONTENT OR SOFTWARE), RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, NEITHER COMODO NOR ITS AFFILIATES, NOR THEIR LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS ARE RESPONSIBLE FOR THOSE COSTS. COMODO DOES NOT WARRANT THAT THE PROGRAM WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMODO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMODO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SERVICES WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES ARE COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
2. IN NO EVENT SHALL COMODO, ITS AFFILIATES, OR THEIR EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) THE USE OF THE COMODO USERTRUST WEB SITE OR THE SERVICES, (B) THE DELAY OR INABILITY TO USE THE SERVICES, (C) ANY INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, (D) UNAUTHORIZED THIRD PARTY ACCESS TO YOUR ACCOUNT, OR (E) THIS AGREEMENT; OR (II) ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; EVEN IF COMODO, ITS AFFILIATES, OR THEIR EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMODO'S 'TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES PAID BY YOU TO COMODO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.
You agree to release, indemnify, defend and hold harmless Comodo and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (b) falsehoods or misrepresentations of fact by you on the subscription registration, (c) any intellectual property or other proprietary right of any person or entity, (d) failure to disclose a material fact on the subscription registration if the misrepresentation or omission was made negligently or with intent to deceive any party, (e) failure to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of your password and account name. When Comodo is threatened with suit or sued by a third party, Comodo may seek written assurances from you concerning your promise to indemnify Comodo, your failure to provide those assurances may be considered by Comodo to be a material breach of this Agreement. Comodo shall have the right to participate in any defense by you of a third-party claim related to your use of the Services, with counsel of our choice at your own expense. You shall have sole responsibility to defend Comodo against any claim, but you must receive Comodo's prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.
. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that Comodo may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective immediately upon posting of the change on the Comodo UserTrust website, or upon notification to you by e-mail or United States mail. You agree to periodically review the Comodo UserTrust website, including the current version of this Agreement, to be aware of any such changes. If you do not agree with any change, you may terminate this Agreement in accordance with section 5 above. By continuing to use the Services after any change, you agree to abide by and be bound by any such changes. Comodo is not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for Comodo UserTrust services; or in (ii) information posted on the Comodo UserTrust website of a general informational nature.
2. Independent Contractors
. You and Comodo are independent contractors, and nothing contained in this Agreement shall be construed to designate or establish you as a partner, employee, joint venturer, or agent of Comodo for any purpose whatsoever.
3. Force Majeure
. You agree not to hold Comodo responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, terrorist action, labor strike, lockout, boycott, electrical outage, or other event out of the control of Comodo.
. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make it enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
5. Governing Law Venue
. You and Comodo agree that any disputes related to the services provided under this Agreement shall be governed in all respects by and construed in accordance with the laws of the United Kingdom. Any actions arising out of or based, in whole or in part, on this agreement shall be brought in the courts of the United Kingdom.
6. Limitation on Actions
. Neither party may bring any action, regardless of form, arising out of nor relating to this Agreement more than one (1) year after the cause of action has accrued.
. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at Comodo's option.
. You will make all notices, demands or requests with respect to this Agreement in writing to Comodo at Office Village, 3rd Floor, Exchange Quay Trafford Road Salford, Manchester M5 3EQ United Kingdom.
. This Agreement shall be applicable for as long as your Comodo UserTrust account remains active and you have not breached any provision of this Agreement. Sections 4, 6, 7, 8, 9, and 10 shall survive the termination of this Agreement.
To the extent permitted by law, before you may begin arbitration with respect to a dispute involving any aspect of this Agreement, you shall notify Comodo, and any other party to the dispute for the purpose of seeking dispute resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:
Any unresolved dispute arising under the terms of this Agreement shall be decided by arbitration conducted through the services of the London Court of International Arbitrators, hereinafter referred to as the "LCIA."
Notice of demand for an arbitration hearing shall be in writing and properly served upon the parties to this Agreement. Arbitration hearings shall be held in the United Kingdom at a location mutually agreeable to the parties.
There shall be one Arbitrator to hear the matter. The parties shall initially agree to a panel of 3 possible Arbitrators to hear the matter and each party shall have the opportunity to name one Arbitrator to be dropped from the panel until one remains. The party giving notice of the Arbitration demand shall be first to indicate its selection.
All costs of the Arbitration and the LCIA shall be borne equally by both parties to this agreement, regardless of the final decision. The defaulting party as determined by the Arbitrator, shall pay all other costs and expenses, including reasonable attorney's fees, incurred by the party in enforcing its rights under this Agreement.
BY CLICKING "I ACCEPT" BELOW, 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.