PLEASE READ THIS AGREEMENT CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING A DIGICERT RESELLER ACCOUNT. BY APPLYING FOR, ACCEPTING, OR USING AN ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO ITS TERMS. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE AN ACCOUNT. IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE E-MAIL DIGICERT AT LEGAL@DIGICERT.COM OR CALL 1-800-635-8951.
This reseller agreement is between DigiCert, Inc. ("DigiCert") and the entity applying for a DigiCert reseller account as identified during the reseller account registration process ("Reseller"). Reseller and DigiCert agree as follows:
1. Appointment of Reseller
1.1. Account. After Reseller is verified under section 1.3, DigiCert shall provide Reseller a password and user name to access DigiCert's online ordering interface ("Account"). Reseller may use the Account to order DigiCert products and services for Reseller and Reseller's customers. Reseller shall keep its Account user name and password confidential and secure. Reseller is responsible for any use of its Account, even if the use was not authorized by Reseller. Reseller shall promptly notify DigiCert if it suspects that a compromise of its Account or if the Account is accessed without Reseller's authorization.
1.2. Licenses. Effective immediately after Reseller is verified under section 1.3, DigiCert grants Reseller a world-wide, limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to market and sell, during the agreement's term, the products and services listed in the Account. DigiCert retains all rights not expressly granted in the Account or in DigiCert's products and services. Reseller shall become sufficiently knowledgeable about DigiCert's products and services to demonstrate, market, and provide basic training on the products and services.
1.3. Verification. The licenses granted herein to Reseller are contingent upon and only effective after DigiCert successfully verifies Reseller's identity and existence. If DigiCert cannot verify Reseller to DigiCert's sole satisfaction, then DigiCert may terminate this agreement, without liability or further obligation, by denying access to the Account.
1.4. Information. Reseller represents that the information it provides to DigiCert is complete and accurate. Reseller shall provide any additional information reasonably requested by DigiCert within five business days after receiving the request. Reseller shall notify DigiCert within five business days if any information provided to DigiCert by Reseller changes or becomes inaccurate. If DigiCert reasonably believes that any information provided by Reseller is or becomes false or misleading, DigiCert may restrict access to products and services or the Account.
1.5. Non-Exclusive. DigiCert may appoint or license other parties, resellers, or distributors, each of which could have different contractual benefits and obligations. DigiCert may market and sell the products and services directly to third party distributors and customers without incurring any obligation for commission or compensation to Reseller.
2. Products and Services
2.1. Qualifications. Prior to providing products and services to Reseller or its customers (each a "Subscriber"), DigiCert may require that the Subscriber's identity and operations be validated in accordance with DigiCert's Certificate Practice Statement. DigiCert is solely responsible for determining whether a Subscriber qualifies for a product or service and may require the Subscriber to execute an agreement with DigiCert governing the Subscriber's rights and responsibilities with respect to the products and services ("Subscriber Agreement"). DigiCert may amend Subscriber Agreements in its sole discretion and without notice. DigiCert may refuse to provide products and services to a Subscriber in its sole discretion.
2.2. Ordering. DigiCert is not responsible for any links or content provided to assist Reseller in marketing and selling DigiCert's products and services. Reseller is solely responsible for ensuring that any URLs placed on its website accurately point to its Account. DigiCert is not responsible for paying any commission to Reseller for orders that are placed through an incorrect URL.
2.3. Reports. DigiCert may make an electronic monthly report available through the Account that lists the products and services ordered through the Account. If any information in the report is inaccurate or missing, then Reseller shall notify DigiCert of the inaccuracy or omission within ten days after the report is made available. DigiCert may revise any report and make adjustments to compensation based off a report if DigiCert believes the report contains inaccurate information. Reseller shall dispute any changes DigiCert makes to a report within ten days after the change is posted to Reseller's Account.
2.4. Disputes. DigiCert is not obligated to resolve any disputes between Reseller and its customers. If DigiCert elects to investigate or become involved in a dispute, then DigiCert may do so in its full discretion without liability to Reseller.
3.1. Customer Pricing. Reseller is responsible for paying DigiCert for the products and services ordered through the Account, regardless of who actually placed the order.
i. DigiCert is solely responsible for setting the price in the Account for products and services. DigiCert may amend the price in the Account and the prices on its website at any time by updating the price information. Prices shown in the Account may not correspond to pricing listed on DigiCert's website, and DigiCert is not required to keep Reseller pricing the same as its own retail pricing or any other discount, promotional, or market-test pricing.
ii. If Reseller allows Subscribers to order products and services using ordering URLs that link to the Account, then the Subscriber may order products and services for the price listed in the Account and may pay DigiCert directly for such products and services. Reseller will be compensated in accordance with Section 3.2.
iii. If Reseller places an order through the Account for a Subscriber, then Reseller may establish the price it charges the Subscriber for the products and services and is responsible for collecting payment from the Subscriber.
iv. DigiCert is not obligated to provide any invoices and financing arrangements to Reseller's customers.
v. DigiCert is not obligated to refund any amount paid for a product or service. DigiCert may adjust any amounts paid or owed by Reseller to account for price changes or return of products and services by a Subscriber for a credit, chargeback, or similar refunds. Pricing and reports are shown in United States dollars.
i. If the Account is configured to provide Reseller a commission on products and services ordered through the Account, then Reseller's sole compensation for any services rendered under this agreement is the commission paid by DigiCert for the sale of each product or service.
a. Commissions are listed in the Account and is calculated based on the number of products and services ordered through the Account during the 12 months prior to when the order is placed. DigiCert may change commission levels at any time by sending notice through the Account. All modified commission levels are effective immediately after notice is sent.
b. DigiCert pays commissions either as (a) a credit towards the purchase of additional products and services, (b) a discount on ordered products and services, or (c) a cash payment by check. The commission level differs depending on the payment option selected by Reseller. The Account defaults to paying commissions as a credit.
c. DigiCert pays commissions by check once the commission amount exceeds $100 ("Minimum Commission"). If any amount owed is less than the Minimum Commission, DigiCert shall carry the commission forward each month until the total commission is at least Minimum Commission.
d. DigiCert shall pay commissions within 30 days after the end of the month in which the commission owed exceeds the Minimum Commission. DigiCert's determination on the amount of any commission, including determining which commission level applies to Reseller, is final and binding.
e. DigiCert may refuse to pay commissions until Reseller has provided any tax forms and information reasonably requested by DigiCert. At a minimum, Reseller must provide DigiCert its taxpayer identification number prior to DigiCert paying a commission.
ii. If the Account is configured to provide Reseller a discount on products and services, then Reseller's sole compensation for any services rendered under this agreement is the price charged to its Subscriber for the Certificates. Reseller will receive the discount on each product and service specified in the Account, which discount may be revised in DigiCert's sole discretion. If Reseller is given a tiered discount, the tier is calculated based on the number of products and services ordered through the Account during the 12 months prior to when the order is placed. DigiCert may change discount levels at any time by sending notice through the Account. All modified discount levels are effective immediately after notice is sent.
iii. Reseller is not provided any compensation for orders taking place outside of the Account provided to Reseller, even if the Reseller was provided compensation on a previous order made by the customer. A limit of one discount or commission is provided per order.
iv. If a disagreement arises over a commission or compensation, then the parties shall meet and discuss the disagreement in good faith to determine a resolution. If the parties are unable to reach an agreement within ten days, then DigiCert's determination of the appropriate commissions and compensation controls, but Reseller may terminate this agreement without further notice.
3.3. Taxes. This agreement is entered into, and all of the services are performed and provided, entirely within the United States of America. All fees for services are exclusive of any taxes, however imposed, e.g. sales tax, income tax, or VAT. Reseller is solely responsible for calculating, collecting, and paying all tax obligations resulting from Reseller's marketing and selling the products and services. Reseller may not withhold or offset any amount owed to DigiCert for any reason. If a withholding or deduction is required by law, then Reseller shall pay an additional fee that is equal to the amount withheld, causing DigiCert to receive a net amount from Reseller that is equal to the amount DigiCert would receive if a withholding or deduction was not required.
4. Intellectual Property Rights
4.1. DigiCert's Rights. DigiCert retains, and Reseller shall not obtain or claim, all ownership rights in:
i. DigiCert's products and services, including all techniques and ideas embedded therein,
ii. all copies or derivative works of DigiCert's products and services, regardless of who produced, requested, or suggested the copy or derivative work,
iii. all documentation and materials provided by DigiCert to Reseller, and
iv. all of DigiCert's copyrights, patent rights, trade secret rights and other proprietary rights.
4.2. Reseller Rights. Reseller retains, and DigiCert shall not obtain or claim, any ownership rights, interest, or title in any Reseller products bundled with DigiCert's products or services.
4.3. Marketing. Subject to section 4.4, DigiCert hereby grants Reseller a non-exclusive, non-transferable, non-sublicensable, royalty-free license for the duration of this agreement to use DigiCert's marketing material to market and promote DigiCert's products and services. Reseller may not modify or rebrand any of DigiCert's product and services. Reseller shall not make any public statement regarding this agreement, DigiCert's reseller program, or DigiCert's products and services without DigiCert's prior written approval and may only use facts that DigiCert itself uses to publicly market and sell the products and services. Reseller may not publicly disseminate any reviews of DigiCert or its products and services unless such reviews accurately disclose Reseller's relationship with DigiCert. Reseller shall not copy or create a website that has the look or feel of a website owned by DigiCert.
4.4. Use of Trademarks. Reseller may use DigiCert's trademarks in accordance with the Acceptable Use Policy posted on DigiCert's website and solely for marketing and selling DigiCert's products and services. DigiCert may use Reseller's trademarks to advertise DigiCert's reseller program. Each party shall properly attribute ownership of the other party's trademarks and avoid any use that could cause confusion or dilution of a trademark. Reseller shall not:
i. register a DigiCert trademark or any confusingly similar mark,
ii. except with respect to Reseller's websites that are promoting or selling DigiCert's products or services, incorporate a DigiCert trademark in any Reseller or third party product or service,
iii. except with the express written permission of DigiCert, use any DigiCert trademark as part of Reseller's domain, company, trade, product, or service names, or
iv. make available DigiCert's products and services in a way that might diminish or damage DigiCert's reputation, including using a DigiCert trademark on a website that could be considered associated with crime, defamation, or copyright infringement.
4.5. Restrictions. Reseller shall protect DigiCert's intellectual property, good will, and reputation when promoting, selling, or using DigiCert's services or products. Reseller may not decompile or create derivative works of the Account or any DigiCert product or service without the prior written consent of DigiCert. DigiCert may terminate this agreement or restrict access to the Account if DigiCert reasonably believes that Reseller is using, directly or indirectly, the products or services to make accessible any material that infringes the rights of a third party.
4.6. Third Party Content. Any third party content made available by DigiCert is the sole responsibility of the entity from which such content originated. This agreement does not give any rights to such content. DigiCert does not endorse any such content and is not responsible for any damage or loss caused by Reseller's use or reliance on any content, goods, services, or information available through third party sources, regardless of how presented. If DigiCert provides Reseller with means of communicating with other DigiCert resellers or partners, such as through forum, email, or bulletin board services, Reseller shall use such services only in accordance with the service's written policies.
4.7. Information. DigiCert has a worldwide, unlimited, irrevocable, transferable, and non-exclusive license to any information submitted to it in connection with its products or services.
5. Additional Obligations.
5.1. Non-Solicit. Reseller shall not market, solicit, or sell DigiCert's products and services to any current customer of DigiCert unless Reseller has a prior existing business relationship with that customer.� Reseller shall not solicit any DigiCert customer to switch to a different digital certificate service provider or to a different DigiCert account during the term of this agreement and for a period of 12 months after expiration of this agreement.
5.2. Reseller Responsibilities. Reseller is solely responsible for (i) its conduct, (ii) its website maintenance, operation, development, security and content, and (iii) all computers, telecommunication equipment, software, access to the Internet, and communications networks (if any) required to access and use the Account in a secure manner.
5.3. Restrictions. Reseller shall not:
i. include on its website or link to any content that is illegal or that infringes the rights of a third party,
ii. interfere with the proper functioning of a DigiCert website or circumvent or attempt to circumvent any security measures used to secure DigiCert's systems,
iii. intentionally and directly solicit current DigiCert customers with products or services that compete with DigiCert's products or services,
iv. contact DigiCert's partners for any purpose unrelated to the partner's or DigiCert's products and services,
v. participate in distributing unsolicited bulk correspondence,
vi. violate any applicable laws or regulations or participate in activities that are designed to encourage unlawful behavior,
vii. infringe on the rights of a third party,
viii. distribute any files or software that may damage the operation of another's computer, or
ix. take any action that could harm DigiCert's business or reputation or foreseeably impose an unreasonably large burden on DigiCert's servers.
5.4. Notice of Certain Events. Reseller shall promptly inform DigiCert if Reseller becomes aware of any misuse of DigiCert's products or services and, if the misuse is by a customer of DigiCert, assist DigiCert in preventing, curing, and rectifying the misuse. Reseller shall promptly notify DigiCert of any breach of this agreement.
5.5. Lawful Use. Reseller shall abide by all applicable laws and regulations when marketing, selling, or ordering DigiCert's products and services, including United States export laws. Reseller is responsible for obtaining and maintaining any license necessary to distribute DigiCert's products and services to its customers. Reseller acknowledges that DigiCert's products and services are not available in all countries, and Reseller is solely responsible for knowing where such products and services are available.
6. Term and Termination
6.1. Term. This agreement commences upon DigiCert's acceptance of Reseller's application for an Account and continues perpetually until terminated under section 6.2.
6.2. Termination. Either party may terminate this agreement for convenience by sending the other party ten days prior notice of the termination. In addition, DigiCert may immediately terminate this agreement and suspend access to the Account if DigiCert reasonably (i) suspects that Reseller is in material breach of this agreement, in which case Reseller forfeits any earned but unpaid commissions, or (ii) believes that continuation of this agreement could materially harm DigiCert's business or reputation. A party's exercise of a right under this agreement to terminate or suspend services is not a breach of this agreement and is not a basis for liability, even if the party was aware that such termination or suspension of services would adversely affect the other party.
6.3. Events Upon Termination. Upon termination, all rights granted to Reseller herein are revoked, and Reseller shall (i) immediately cease marketing and selling DigiCert's products and services, (ii) immediately remove any trademarks or copyrighted material owned or provided by DigiCert from Reseller's website(s), and (iii) within ten days, return or destroy all Confidential Information obtained from DigiCert.
7.1. Definition. "Confidential Information" means any information disclosed by a party or a party's affiliates that is (i) designated as confidential (or a similar designation) at the time of disclosure, (ii) is disclosed in circumstances of confidence, or (iii) understood by the parties, exercising reasonable business judgment, as confidential. Confidential Information does not include information that (w) was lawfully known or received by the receiving party prior to disclosure, (x) is or becomes part of the public domain other than as a result of a breach of this agreement, (y) was disclosed to the receiving party by a third party, provided such third party, or any other party from whom such third party receives such information, is not in breach of any confidentiality obligation in respect of such information, or (z) is independently developed by the receiving party as evidenced by independent written materials.
7.2. Protection and Use of Confidential Information. Reseller shall keep confidential all Confidential Information it receives from DigiCert or its affiliates. Reseller shall use provided Confidential Information only for the purpose of exercising its rights and fulfilling its obligations under this agreement and shall protect all Confidential Information against disclosure using a reasonable degree of care. Reseller may provide Confidential Information to its contractors if the contractor is contractually obligated to confidentiality provisions that are at least as protective as those contained herein. If Reseller is compelled by law to disclose Confidential Information of DigiCert, Reseller shall use reasonable efforts to (i) seek confidential treatment for the Confidential Information and (ii) send sufficient prior notice to DigiCert to allow DigiCert time to seek protective or other court orders. Reseller's obligations under this Section 7 survive this agreement for as long as such information remains confidential.
8.2. Advertising. DigiCert may send e-mail and other communication to Reseller for the purpose of managing DigiCert's reseller program, including emails that contain promotional material, advertising offers, and contests. Reseller may opt out of receiving promotional material by following the instructions included in each promotional email or by sending notice to DigiCert that specifically states that Reseller no longer wishes to receive promotional material. Any such opt out is effective 30 days after DigiCert's receipt of the notice.
8.3. Access to Information. If DigiCert transfers control of any portion of the reseller program to a separate entity, such as to a purchaser of the reseller program or if DigiCert engages an affiliate or subcontractor to manage the reseller program, then DigiCert may disclose or transfer information to the acquirer, affiliate, or subcontractor and may make its database of information available to such entity.
9.1. Obligation. Reseller shall indemnify DigiCert and its contractors, agents, employees, officers, directors, shareholders, affiliates, and assigns (each an "Indemnified Party") against all liabilities, claims, damages, costs, and expenses (including reasonable attorney's fees) of a third party related to (i) Reseller's breach of this agreement, (ii) a non-DigiCert product or service provided or sold by Reseller, (iii) Reseller's violation of a law or regulation, (iv) Reseller's marketing activities, or (v) Reseller's infringement on the rights of a third party. Reseller's indemnification obligations survive termination of this agreement.
9.2. Assurances. If an Indemnified Party is threatened with a suit or sued by a third party, the Indemnified Party may seek further written assurance concerning the Indemnifying Party's promise to indemnify it. A failure to provide such assurance is a material breach of this agreement.
9.3. Indemnification Procedure. An Indemnified Party must notify Reseller promptly of any event requiring indemnification. However, an Indemnified Party's failure to notify will not relieve Reseller from its indemnification obligations, except to the extent that the failure to notify materially prejudices Reseller. Reseller may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Reseller's expense, defend itself until Reseller's counsel has initiated a defense of the Indemnified Party. Even after Reseller assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Reseller may not settle any proceeding related to this agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties.
9.4. Additional Liability. Reseller's indemnification obligations are not DigiCert's sole remedy for Reseller's breach of this agreement and are in addition to any other remedies that DigiCert may have against Reseller.
10. Disclaimer of Warranties and Limitation of Liability
10.1. Warranty Disclaimers. DIGICERT'S PRODUCTS AND SERVICES, INCLUDING THE ACCOUNT, ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGICERT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DIGICERT DOES NOT WARRANT THAT ANY PRODUCT OR SERVICE WILL MEET RESELLER'S OR A SUBSCRIBER'S EXPECTATIONS OR THAT ACCESS TO RESELLER'S ACCOUNT WILL BE TIMELY OR ERROR-FREE. DigiCert does not guarantee the availability of any products or services and may modify or discontinue any product or service offering at any time.
10.2. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED BY LAW, RESELLER WAIVES ALL LIABILITY OF DIGICERT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR PUNATIVE DAMAGES THAT COULD OCCUR UNDER THIS AGREEMENT, INCLUDING ALL DAMAGES FOR LOST PROFITS, REVENUE, OR DATA. THIS WAIVER APPLIES EVEN IF DIGICERT WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. The waivers herein apply regardless of (i) whether DigiCert was aware of the possibility of the damages, (ii) the reason for or nature of the liability, including tort claims, (iii) the number of claims, (iv) the extent or nature of the damages, or (v) whether any other provisions of this agreement is breached or proven ineffective.
10.3. Force Majeure. Neither party is liable for any failure or delay in performing an obligation under this agreement to the extent that such failure or delay is beyond the party's reasonable control. Reseller acknowledges that the Account and DigiCert's products and services are subject to the operation and telecommunications infrastructures of the Internet and the operation of Reseller's Internet connection services, all of which are beyond DigiCert's control.
10.4. Injunctive Relief. Reseller acknowledges that its breach of this agreement will result in irreparable harm to DigiCert that cannot adequately be redressed by compensatory damages. Accordingly, in addition to any other available legal remedies, DigiCert may seek and obtain an injunctive order against a breach or threatened breach of the agreement.
10.5. 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 year from the date when the cause of action occurred.
10.6. Fundamental Term. The parties acknowledge that the limitations on warranty and liability in this section 10 are fundamental terms of this agreement and are fair and reasonable in light of the relationship between the parties.
11.1. Method. The parties shall settle all disputes and claims related to this agreement using arbitration which will be conducted by a single arbitrator in accordance with the Rules for Commercial Arbitration including Optional Rules for Emergency Measures of the American Arbitration Association then in effect. This arbitration is in lieu of any action at law or equity; except for actions seeking injunctive or other equitable relief. Arbitration shall take place in a location mutually agreed to by the parties and if no place can be agreed upon then in Orem, Utah. The award of the arbitrator is binding and final upon all parties. Either party may have a court with proper jurisdiction enter the award. This agreement remains in full force and effect while the outcome of the arbitration proceeding is pending. The arbitrator shall follow applicable law in conducting the arbitration. The arbitration requirements in this Section 11 survive termination of this agreement.
11.2. Costs and Awards. Each party will bear its costs for the arbitration; however, upon award of any judgment or conclusion of arbitration, the arbitrator will award the prevailing party the costs it expended in such arbitration. Unless the arbitrator otherwise directs, the parties, their representatives, other participants, and the arbitrator will hold the existence, content, and result of the arbitration in confidence. The arbitrator may not award punitive damages or speculative damages to either party and does not have the power to amend this agreement.
12. General Provisions
12.1. Independent Contractors. The parties are independent contractors, without the authority to obligate or bind each other in any respect. Each party is responsible for its own expenses and employees. DigiCert is not responsible for Reseller's acts or omissions or for any information found on websites or computers operated or controlled by Reseller.
12.2. Industry Standards. Both parties shall comply with all industry or privacy standards applicable to the products and services. If industry standards change, DigiCert and Reseller shall work together in good faith to amend this agreement to comply with the changes.
12.3. Entire Agreement. This agreement, along with all documents referred to herein, constitutes the entire agreement between the parties with respect to the subject matter, superseding all other prior agreements that might exist. Statements on DigiCert's website that are not expressly referenced herein are not part of this agreement, are not representations by DigiCert, and do not create any contractual obligations on DigiCert. Section headings are for reference and convenience only and are not part of the interpretation of the agreement.
12.5. Waivers. A party's failure or delay in enforcing a provision of this agreement does not waive (i) the party's right to enforce the same provision later or (ii) the party's right to enforce any other provision of the agreement. A waiver is only effective if in writing and signed by the party benefiting from the waived provision.
12.6. Governing Law. The laws of the state of Utah govern the interpretation, construction, and enforcement of this agreement and all proceedings arising out of it, including tort claims, without regards to any conflict of laws principals. The courts in the state of Utah are the exclusive venue and jurisdiction for all proceedings and legal actions arising from this agreement.
12.7. Invalidity and Severability. The invalidity or unenforceability of a provision in this agreement, as determined by a court or administrative body of competent jurisdiction, does not affect the validity and enforceability of the other provisions of this agreement. The parties shall substitute any invalid or unenforceable provision with a valid or enforceable provision that achieves the economic, legal, and commercial objectives of the invalid or unenforceable provision.
12.8. Notice. DigiCert may send notice to Reseller by posting the notice on DigiCert's website, posting a notice in Reseller's account, through e-mail, or by postal mail. Notices to Reseller are effective when posted or sent. Reseller shall regularly review DigiCert's webpage and the information in its account in order to be aware of notices. Reseller shall send DigiCert notices in writing by postal mail that is addressed to DigiCert, Inc., 2600 West Executive Parkway, Suite 500, Lehi, Utah 84043. Unless specified otherwise herein, notices from Reseller are effective upon receipt.
12.9. Assignment. Reseller may not assign any of its rights or obligations under this agreement without the prior written consent of DigiCert. Any assignment without consent is void. DigiCert may assign its rights and obligations without Reseller's consent.
12.10. Rights of Third Parties. No third party beneficiaries, intended or unintentional, have any rights or remedies under this agreement.
This agreement was last updated August 16, 2013.