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eTrust License Agreement
1. ACCEPTANCE OF TERMS
This eTrust license agreement (the “Agreement”) represents the agreement between International Charter Ltd (“eTrust”), eTrust LLC and the “Licensee” with respect to Licensee’s use of the eTrust Service (as defined herein).
eTrust has developed and administers the eTrust Service (as defined herein) whereby licensees under such service are granted a non-exclusive license to use eTrust’s certification marks; and
Licensee desires to use the eTrust Service and agrees to be bound by all of the terms and conditions of the eTrust Service, including those contained herein. The eTrust service includes the eTrust Safe Harbor program.
The following definitions shall apply to this Agreement and any exhibits attached hereto.
A. “Board” shall mean the Board of Trustees of eTrust.
B. “Internet” shall mean the worldwide network of computers commonly referred to as the Internet.
C. “Privacy Statement” shall mean the statements of Licensee’s information practises posted on its Web Site(s), as such practises are updated from time to time. Licensee’s Privacy Statement includes, but is not limited to: (1) a single, comprehensive statement of all Licensee’s information practises; (2) a short notice, summary notice, or disclosure of specific information practises posted at the point of information collection.
D. “Service Requirements” shall mean those requirements, conditions or other terms applicable to Licensee under the eTrust Service, as such requirements are amended from time to time.
E. “Site(s)” shall mean Licensee’s Web sites located on the Internet.
F. “eTrust Mark(s)” shall mean collectively the registered certification marks.
G. “eTrust Service” shall mean the totality of services, requirements, and activities set forth in this
I. “URL” shall mean Universal Resource Locator.
3. OUR OBLIGATION
A. If eTrust determines that it does not wish to enter into this Agreement with Licensee; it shall so notify Licensee and shall refund the fees within ten (10) business days of its receipt of this Agreement.
B. After a Licensee has completed a formal application but before being granted the eTrust Mark, eTrust will independently review the Licensee’s Privacy Statement, Site and other submitted information for consistency with the Service Requirements and compliance with privacy best practice and eTrust standards.
C. Upon approval for certification of the Licensee’s application, eTrust shall begin the initial term of this Agreement and this shall continue unless the Licensee changes their Privacy Statement. (see Section 3.E herein)
D. Upon certification, eTrust will provide Licensee with:
(i). the Trust Mark and the Verify Mark; and
(ii). a Licensee Verification Page located on eTrust’s secure server.
E. Unless terminated earlier, following the initial term this Agreement will stay in place indefinitely unless the Licensee changes their Privacy Statement. (see Section 5.REASSESSMENT)
F. Subject to the terms and conditions of this Agreement, eTrust grants to
Licensee a personal, non-exclusive, royalty-free, worldwide license to use, reproduce, and publicly display copies of the eTrust Mark(s) solely on Licensee’s Sites, in the forms provided by eTrust to Licensee. The above license grant shall not be effective until eTrust has approved in writing Licensee’s Privacy Statement.
Licensee may not use or reproduce the eTrust Mark(s) in any manner other than as described in this Agreement.
G. eTrust will review the Privacy Statement(s) and the Site, at times determined by eTrust in its discretion, throughout the term of this Agreement, to assess:
(i) the Licensee’s conformance with its Privacy Statement(s) and related privacy practises,
(ii) the Licensee’s conformance with the Service Requirements, and
(iii) the use of the eTrust Mark(s) on the Site.
H. If eTrust, after any investigation or complaint pursuant, finds any violations by Licensee of Licensee’s posted Privacy Statement or of these Service Requirements, eTrust will recommend that Licensee take corrective action.
I. eTrust will investigate complaints of Licensee’s violations of its posted Privacy Statements or other specific privacy concerns that are received from consumers. eTrust will respond to all such complaints within ten (10) business days of receipt through the Dispute Resolution Service.
4. YOUR OBLIGATION
A. Applicant shall submit correct information about the Licensee, its current Privacy Statement, covering all program requirements set forth in this Agreement as part of the application:
B. Applicant shall submit the initial amount of the license fee for this Agreement, Four Hundred and Fifty United States Dollars (US$450). Fees are payable online right after the application form and Privacy Statement are submitted to eTrust for review and acceptance in eTrust’s sole discretion.
C. Licensee shall maintain and abide by a Privacy Statement that is written by Licensee, and approved by eTrust in its sole discretion, that states Licensee’s information practises and is in conformance with this License Agreement.
D. The Licensee must make it clear on its Privacy Statement page that the Site is a participant in the eTrust Service, and is using the eTrust Mark(s) under license from eTrust pursuant to the requirements of the eTrust service, and that all rights in the eTrust Mark(s) belong to eTrust. The licensee is responsible for
notifying any third parties, including law enforcement and government, of compliance where required.
E. The Verify Mark must link to Licensee’s Verification Page located on eTrust’s secure server at the eTrust Web Site. The verification page will confirm the Site’s participation in the eTrust Service.
F. Licensee must provide eTrust with the URL(s) of the Verify Mark.
G. If Licensee changes the URL(s) of the eTrust Marks, it must provide eTrust five (5) business days’ prior written or electronic notice of the change.
H. Except as otherwise provided by Section 8.C, Licensee’s use of the eTrust Mark(s) is limited to the Site(s) only, and no license is provided to use the eTrust Mark(s) on any other Web site or on any products or materials of any kind produced by Licensee. Licensee may not sub license the use of the eTrust Mark(s), except as necessary to a third party who provides the hosting service for Licensee’s Site in order to allow the display of the eTrust Mark(s) on the Site in accordance with the terms of this Agreement, and for no other purpose. Licensee shall ensure that any such third party conforms to the requirements of this Agreement with regard to the eTrust Mark(s).
I. Licensee shall not alter the eTrust Mark(s) in any form, change the data contained within the image, change
the file name of the image, or artificially change the size or shape of the image(s). Licensee may not use or reproduce the eTrust Mark(s) in any manner other than as described in this Agreement.
J. Licensee agrees that:
(i) Licensee shall do nothing inconsistent with such ownership either during the term of this Agreement or afterwards;
(ii) all use of the eTrust Mark(s) by Licensee shall inure to the benefit of eTrust;
(iii) Licensee shall take no action that shall interfere with or diminish eTrust’s right in the eTrust Mark(s);
(iv) Licensee shall use the eTrust Mark(s) so as to create a separate and distinct impression from any other service mark or trademark that might be used by Licensee; and
(v) Licensee will not display any of the eTrust Mark(s) on any Web site that is or offers any service or product that is misleading, unlawful, or violate the rights of third parties.
K. Both Parties agree that eTrust may amend the Service Requirements from time to time upon fourteen (14) business days’ prior notice to Licensee. Upon receipt of such notice, Licensee may terminate this Agreement by providing notice to eTrust within said fourteen (14) business day period. If Licensee does not provide such written notice of termination, it will comply in full with the amended Service Requirements upon the end of said fourteen (14) business day period.
L. Upon changing the Privacy Statement the Licensee must notify eTrust for Reassessment before replacing the certified Privacy Statement on their website. (See Section 5)
M. Licensee shall cooperate with eTrust to allow eTrust to comply with the formalities of the laws of the jurisdiction where Licensee operates.
N. If Licensee is the subject of a complaint submitted to eTrust either concerning alleged misuse of the eTrust Mark(s) or raising specific privacy concerns pertaining to Licensee, eTrust will make commercially reasonable efforts to notify Licensee of such complaint within ten (10) business days. Licensee shall cooperate with eTrust in an effort to resolve the complaint in a manner that will prevent any abuse of the eTrust Mark(s) or any injury to eTrust’s good will.
O . Licensee must inform eTrust promptly of any change in your registered details, and those of your domain name(s). It will be your responsibility to maintain and update any details you submit to us and to ensure that your details are up to date, and accurate.
P. Provide, at no charge to eTrust or its representatives, full access to the Site (i.e., including password access to premium or members only areas) for the purpose of conducting reviews to ensure that Licensee's Privacy Statement(s) is consistent with actual practises.
Q. Provide, upon eTrust's reasonable request, information regarding how Personally Identifiable Information gathered from and/or tracked through Licensee's Site is used.
R. Respond within a maximum of ten (10) business days to all eTrust enquiries about Licensee’s implementation of the Service at the Site and enquiries about Licensee’s potential breach of this Agreement.
S. Participate in eTrust’s process to resolve privacy concerns or complaints raised by consumers and to resolve any privacy concerns raised by eTrust.
A. Upon changing the Privacy Statement the Licensee must notify eTrust for Reassessment before replacing the certified Privacy Statement on their website.
B. If the Licensee changes their certified Privacy Statement without Reassessment by eTrust then their certification will be revoked and this Agreement terminated.
C. A Reassessment fee will be charged every time the Licensee submits a changed Privacy Statement to be reassessed. There is no limit to the number of times the Licensee can submit the Privacy Statement to eTrust to be reassessed. For full details on Reassessment fees see Section 5.D herein.
D. There is currently no fee for Reassessment of the changed Privacy Statement.
E. A Reassessment will be counted as complete when both eTrust and the Licensee both satisfied that the matter has been resolved.
F. If the eTrust Service Requirements in effect at the time of Reassessment differ from those integrated into Licensee’s Agreement, Licensee must accept the new Service Requirements as part of the Reassessment.
G. In the case that Licensee is filing for Reassessment, the new Privacy Statement shall be effective after approval by eTrust, in its sole discretion, of all Material Changes submitted by Licensee. eTrust may require that Licensee comply with certain corrective measures regarding the Material Changes for Reassessment to be effective. In the event that Licensee does not agree to modify its Privacy Statement and privacy practises in a manner that fully addresses eTrust’s objections, Licensee shall have the right to evoke Section 6.A of this agreement.
A. In the event that eTrust does not approve Licensee’s Privacy Statement, during the initial term or reassessment, and Licensee does not agree to modify the Privacy Statement or other policies in a manner that fully addresses eTrust’s objections, Licensee shall have the right to terminate this Agreement or evokes Section 6.D but shall not be entitled to a refund. The foregoing right shall be Licensee’s sole and exclusive remedy if eTrust does not approve Licensee’s Privacy Statement. The agreement is also terminated if the Licensee does not complete the certification process within 3 months of initiation or fails to renew at the designated time of expiry.
B. eTrust may terminate this Agreement upon ten (10) business days’ prior notice to Licensee of a material breach of this Agreement, unless the breach is corrected to eTrust’s satisfaction within the same ten (10) business day period. Within this period, Licensee shall either:
(i). Satisfy eTrust’s concerns about the material breach of this Agreement;
(ii). Lodge a complaint with the eTrust Board to review the breach of this Agreement;
(iii). Take no action, in which case this Agreement will terminate without any refund of its license fee.
C. For purposes of Section 6.B, material breaches include but are not limited to:
(i) Licensee’s breach of any representation or warranty contained herein;
(ii) Licensee’s use of the eTrust Mark(s) on the Site(s) in a manner inconsistent with the license granted
under this Agreement;
(iii) any use by Licensee of the eTrust Mark(s) on products or materials or any use otherwise contrary to the provisions of this Agreement;
(iv) Licensee’s challenge to eTrust’s ownership of the eTrust Mark(s) or the validity of the eTrust Mark(s);
(v) Licensee’s failure to implement and adhere to the policies set forth in Licensee’s Privacy Statement;
(vi) Licensee’s failure to adhere to the Service Requirements; or
(vii) Licensee’s failure to permit or cooperate with a reasonable review of the Privacy Statement or the Site.
D. Either party may terminate this Agreement at any time upon twenty (20) business days’ prior notice for any reason.
a. If eTrust wishes to terminate this agreement, Licensee may lodge a complaint with the eTrust board to review this matter within five (5) business days of its receipt of the notice from eTrust.
b. If Licensee terminates this Agreement pursuant to this Section 6.D, Licensee is not entitled to any refund.
E. The Board will review all complaints lodged by Licensee pursuant to Section 6.B. The Board shall make its decision within twenty (20) business days of receiving all the relevant information from both sides. The decision of the Board will be final and must be accepted by both parties.
F. Effect of Termination. Upon termination of this Agreement, Licensee shall:
a. immediately cease all use of the eTrust Mark(s) and remove the eTrust Mark(s) from the Site;
b. continue to comply with its Privacy Statement(s) until it has posted a notification on its
Site or otherwise notified users of the Site of a change to its Privacy Statement and its withdrawal from the
eTrust Service; and
c. treat Personally Identifiable Information and/or Third Party Personally Identifiable
Information, as defined in the Service Requirements, collected during the term of this Agreement in accordance with the Privacy Statement(s) in effect at the time of collection.
G. Sections 4.G, 4.H, 4.I, 4.J, 6.F, 6.H, 7, 9, 10 and 11 shall survive termination of this Agreement regardless of the manner in which this Agreement was terminated.
H. Except as otherwise explicitly provided in this Agreement, fees are non-refundable.
Licensee will defend, indemnify and hold eTrust, and its officers, directors, employees and representatives harmless from and against any liability, damages, costs and expenses, including without limitation reasonable attorneys’ fees, in connection with any third party claims against eTrust, its officers, directors, employees or representatives, arising from or relating to the eTrust Service.
8. PROMOTIONAL ACTIVITIES
A. After certification of Licensee by eTrust, it shall be public information that Licensee is a licensee of eTrust and has entered into this License Agreement with eTrust. eTrust may make descriptive references to Licensee’s name and URL in eTrust’s current list of licensees located on eTrust’s publicly accessible Web site and corporate brochures. eTrust may also make descriptive references to Licensee’s name and URL on other advertisements, promotional materials and related collateral marketing materials created during the term of this Agreement. All references to Licensee’s name and URL pursuant to this section will inure to the benefit of Licensee.
B. Upon the termination of this Agreement, eTrust shall, within thirty (30) business days, remove Licensee from eTrust’s Current List of Licensees. Upon the termination of this Agreement, eTrust may continue to use its existing stock of printed marketing materials for a reasonable time thereafter.
C. With the prior written or electronic consent of eTrust, Licensee may use the eTrust Mark(s) for advertising, promotional or other purposes outside the scope of this Agreement.
9. DISCLAIMER OF WARRANTIES
WHILE WE USE REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THE SERVICE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a) YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ETRUST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) ETRUST MAKES NO WARRANTY THAT
i. THE SITE WILL MEET YOUR REQUIREMENTS,
ii. THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
iii. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE,
iv. THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OTHERWISE OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND
v. ANY ERRORS IN ANY SOFTWARE USED ON THE SITE WILL BE CORRECTED.
vi. WE MAKE NO REPRESENTATIONS AS TO THE ACCURACY, QUALITY, TIMELINESS, AVAILABILITY, OR COMPLETENESS OF THE INFORMATION, SOFTWARE, PRODUCTS, OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE, AND YOU SHOULD NOT RELY UPON THEM.
c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS ROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ETRUST OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
e) THAT THE DETAILS AND INFORMATION SUBMITTED BY YOU TO US ARE TRUE AND CORRECT, AND THAT ANY FUTURE ADDITIONS OR ALTERATIONS TO YOUR DETAILS AND INFORMATION WILL BE TRUE AND CORRECT, AND THAT YOU WILL SUBMIT THEM IN A TIMELY MANNER.
f) THAT BY USING THE ETRUST SERVICE IN WHATEVER MANNER YOU WILL NOT KNOWINGLY CONTRAVENE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, THAT YOU ARE ENTITLED TO CERTIFIED, AND THAT YOU HAVE NOT CERTIFIED WITH ETRUST IN BREACH OF TRUST. OUR RIGHT TO RELY UPON THIS WARRANTY WILL CONTINUE TO BE AVAILABLE AFTER COMPLETION OF THE CERTIFICATION PROCESS AND WILL NOT BE AFFECTED BY ANY SURRENDER, CANCELLATION OR TRANSFER OF THE ETRUST SERVICE.
10 LIMITATION ON LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ETRUST, ITS EMPLOYEES, DISTRIBUTORS, DIRECTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ETRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
a) THE USE OR THE INABILITY TO USE THE SERVICE;
b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
c) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
e) ANY OTHER MATTER RELATING TO THE SERVICE. ETRUST DOES NOT CARRY OUT ANY INVESTIGATION AS TO WHETHER YOU ARE ENTITLED TO APPLY FOR THE ETRUST SERVICE. BY LICENSING THE ETRUST MARK WE ARE NOT ACKNOWLEDGING THAT YOU HAVE ANY RIGHTS IN ETRUST. YOU AGREE THAT IN NO EVENT SHALL OUR MAXIMUM LIABILITY, TOGETHER WITH THE MAXIMUM LIABILITY OF OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, RESELLER AND RESELLER REPRESENTATIVES, CO-BRANDERS OR OTHER PARTNERS, UNDER THIS AGREEMENT FOR ANY MATTER EXCEED AN AGGREGATE OF FIFTY UNITED STATES DOLLARS (US $50).
You may cancel your eTrust service at any time prior to renewal. Partial refunds are not issued, and your eTrust service will be terminated at the next renewal interval.
Cancellation based on changes or availability of the US Safe Harbor program, or failure to certify, are subject to the same conditions, and refunds will not be issued after eTrust initial certification.
11. INTELLECTUAL PROPERTY
A. Licensee acknowledges that, as between the parties, eTrust is the sole and exclusive owner of the worldwide rights to all trademarks, service marks, certification marks, copyrights, rights of affiliation and publicity, moral rights and other intellectual property rights of any kind in the eTrust Mark(s).
12. GENERAL INFORMATION
The Agreement constitutes the entire agreement between the Licensee and eTrust and governs your use of the eTrust Service, superseding any prior agreements. Additional or different terms and conditions may apply when you use affiliated websites, third-party content, or third-party software. Interpretations of the Agreement and determinations that you have breached the Agreement will be made at our reasonable discretion and based on facts known to us.
eTrust Safe Harbor related services are also governed by this agreement.
The company is responsible for filings with the Department of Commerce and payment of associated fees.
You agree to submit to the personal and exclusive jurisdiction of the law courts located in England and Wales for any claim or dispute with eTrust or any of its subsidiaries, affiliates, officers, agents, or employees.
Our failure to enforce any right under this Agreement will not waive that right. If any provision of this Agreement is invalid, the Agreement should be interpreted to affect the intent of the parties, and the remaining provisions will remain in effect.
You must file any claim or suit related to the Service within one (1) year after it arises.
The section titles in this Agreement are for convenience only and have no substantive effect.
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