YOU MUST READ THIS CERTIFICATE SUBSCRIPTION AND USE AGREEMENT ("AGREEMENT") BEFORE APPLYING FOR, ACCEPTING, OR USING A Secure Digital CERTIFICATE ("CERTIFICATE"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE THE CERTIFICATE.

1. Certificate Application and Description of Certificates. This section details the terms and conditions regarding your application ("Certificate Application") for a Certificate and, if Secure Digital, its licensees, or resellers (hereinafter referred to collectively as "Secure Digital") accepts your Certificate Application, to your use of the Certificates as a subscriber ("Subscriber") of that Certificate. A Certificate is a digitally signed message that contains a Subscriber's public key and associates it with information authenticated by Secure Digital or a Secure Digital-authorized entity. The Certificates provided under this Agreement are issued within the Secure Digital Trust Environment ("SDTE"). The SDTE is a global public key infrastructure that provides Certificates for both wired and wireless applications. Secure Digital and its licensees are service providers within the SDTE, together with a network of resellers and business partners throughout the world. The SDTE, Secure Digital and its licensees, under this Agreement offer two distinct classes ("Classes") and three sub-classes ("Sub-classes") of certification services for both the wired and wireless Internet and other networks. Classes provided are "Test" and "Secure Digital Professional Network ("SDPN")".  The SDPN provides three Sub-classes, "Basic", "Group" and "Premium".  Each Class and Sub-class of Certificate provides specific functionality and security features and corresponds to a specific level of trust. You are responsible for choosing which Class or Sub-class of Certificate you need.  The following subsections state the appropriate uses and authentication procedures for each Class and Sub-class of Certificate. For more detailed information about Secure Digital's certification services, please see the Secure Digital Certification Practice Statement (the "Secure Digital CPS") which may be accessed at http://www.SecureDigitalSecuritySolutions.com/repository.

Secure Digital Test Class  -  Test  Class Certificates are used for interoperability and other testing purposes.  They are solely used for this purpose and carry no assurance information.

Secure Digital SDPN Class comprise three distinct sub-classes referred to as "Basic", "Group" and "Premium".

        (i) SDPN Basic Sub-class Certificates-  provide modest security by assuring that a certificate's subject and e-mail address are included unambiguously within Secure Digital’s repository. Basic Certificates do not provide proof of identity and offer relatively low level of assurances. They are individual Certificates, whose validation procedures are based solely on assurances that the Subscriber’s distinguished name is unique and unambiguous within the SDTE and that a certain e-mail address is associated with a public key. They are appropriate principally for encryption and may also be appropriate for digital signatures and access control for noncommercial or low-value transactions where proof of identity is unnecessary.

        (ii) SDPN Group Sub-class Certificates provides a medium level of assurance within the SDTE.  SDPN Group Sub-class Certificates are issued to individuals, organizations, and Administrators for CAs and RAs. SDPN Group Sub-class individual Certificates may be used for digital signatures, encryption, and access control, including as proof of identity, within the Subscriber's group. SDPN Group Sub-class individual Certificates provide assurances of the identity of the Subscriber based on the verification of the Subscriber's group RA, based on, at a minimum, the Subscriber's records or file. Other SDPN Group Sub-class organizational Certificates are issued to devices to provide authentication; message, software, and content integrity; and confidentiality encryption. SDPN Group Sub-class organizational Certificates provide assurances of the identity of the Subscriber based on a confirmation that the Subscriber organization does in fact exist, that the organization has authorized the Certificate Application, and that the person submitting the Certificate Application on behalf of the Subscriber was authorized to do so. SDPN Premium Sub-class organizational Certificates for servers also provide assurances that the Subscriber is entitled to use the domain name listed in the Certificate Application.

        (iii) SDPN Premium Sub-class Certificates  provide the highest level of assurances within the SDTE.  SDPN Premium Sub-class Certificates are issued to individuals, organizations, and Administrators for CAs and RAs. SDPN Premium Sub-class individual Certificates may be used for digital signatures, encryption, and access control, including as proof of identity, in high- value transactions. SDPN Premium Sub-class individual Certificates provide assurances of the identity of the Subscriber based on the personal (physical) presence of the Subscriber before an independent third party RA that confirms the identity of the Subscriber using, at a minimum, a well-recognized form of government- issued identification and one other identification credential. Other SDPN Premium Sub-class organizational Certificates are issued to devices to provide authentication; message, software, and content integrity; and confidentiality encryption. SDPN Premium Sub-class organizational Certificates provide assurances of the identity of the Subscriber based on a confirmation that the Subscriber organization does in fact exist, that the organization has authorized the Certificate Application, and that the person submitting the Certificate Application on behalf of the Subscriber was authorized to do so. SDPN Premium Sub-class organizational Certificates for servers also provide assurances that the Subscriber is entitled to use the domain name listed in the Certificate Application.

2. Obligations and Warranties

2.1   Processing Your Certificate Application.

Upon Secure Digital's receipt of payment and completion of authentication procedures required for the Certificate, Secure Digital will process your Certificate Application and advise you if your Certificate Application is accepted or rejeSDTEd. If approved, Secure Digital will issue you a Certificate in accordance with this Agreement. Your pick up of the Certificate, use of the PIN from Secure Digital or otherwise installing or using the Certificate is considered your acceptance of the Certificate and this Agreement. During the pick up process or when you otherwise install your Certificate, you must review the information in the Certificate before using it and promptly notify Secure Digital of any errors. Upon receipt of such notice, Secure Digital may revoke your Certificate and issue a correSDTEd Certificate.

2.2   Secure Digital Warranties. Secure Digital warrants to you that (a) there are no errors introduced by Secure Digital in your Certificate information as a result of Secure Digital's failure to use reasonable care in creating the Certificate, (b) your Certificate complies in all material respects with the Secure Digital CPS, and (c) Secure Digital's revocation services and use of a repository conform to the Secure Digital CPS in all material aspects.

2.3.  Your Obligations Upon Revocation or Expiration. Upon expiration or notice of revocation of your Certificate, you shall no longer use the Certificate for any purpose.

2.4.  Disclaimers of Warranties. YOU AGREE THAT YOUR USE OF Secure Digital'S SERVICE(S) IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. Secure Digital 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. OTHER THAN THE WARRANTIES AS SET FORTH IN SECTION 2, Secure Digital DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES Secure Digital MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OMMGUARD'S SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF Secure Digital'S SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Secure Digital OR THROUGH Secure Digital'S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. Secure Digital IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.

2.5 Your Warranty. You warrant to Secure Digital and anyone who relies on your Certificate that (a) all the information you provide to Secure Digital in your Certificate Application is accurate; (b) no Certificate information you provided (including your e-mail address) infringes the intellectual property rights of any third parties; (c) the Certificate Application information you provided (including your email address) has not been and will not be used for any unlawful purpose; (d) you have been (since the time of its creation) and will remain the only person possessing your private key and no unauthorized person has had or will have access to your private key; (e) you have been (since the time of its creation) and will remain the only person possessing any challenge phrase), PIN, software, or hardware mechanism protecting your private key and no unauthorized person has had or will have access to the same; (f) you are using your Certificate exclusively for authorized and legal purposes consistent with this Agreement; (g) you are using your Certificate as an end-user Subscriber and not as a Certification Authority issuing Certificates, Certification revocation lists, or otherwise; (h) each digital signature created using your private key is your digital signature, and the Certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; (i) you manifest assent to this Agreement as a condition of obtaining a Certificate. You also agree that you will not monitor, interfere with, or reverse engineer the technical implementation of the SDTE, except with the prior written approval from Secure Digital, and shall not otherwise intentionally compromise the security of the SDTE.

3. Ownership. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Secure Digital services identified herein ("Secure Digital Intellectual Property Rights") are owned by Secure Digital or its licensors, and you agree to make no claim of interest in or ownership of any such Secure Digital Intellectual Property Rights. You acknowledge that no title to the Secure Digital Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Secure Digital or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by Secure Digital and all right, title and interest in and to each such Derivative Work shall automatically vest in Secure Digital. Secure Digital shall have no obligation to grant you any right in any such Derivative Work. You may not reverse engineer, disassemble or decompile the Secure Digital Intellectual Property or make any attempt to obtain source code to the Secure Digital Intellectual Property. You have the right to use the Certificate under the terms and conditions of this Agreement.

4. Indemnity. You agree to release, indemnify, defend and hold harmless Secure Digital 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 Certificate Application, (c) any intellectual property or other proprietary right of any person or entity, (d) failure to disclose a material fact on the Certificate Application if the misrepresentation or omission was made negligently or with intent to deceive any party, (e) failure to protect the private key, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. When Secure Digital is threatened with suit or sued by a third party, Secure Digital may seek written assurances from you concerning your promise to indemnify Secure Digital, your failure to provide those assurances may be considered by Secure Digital to be a material breach of this Agreement. Secure Digital shall have the right to participate in any defense by you of a third-party claim related to your use of any Secure Digital services, with counsel of our choice at your own expense. You shall have sole responsibility to defend Secure Digital against any claim, but you must receive Secure Digital's prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.

5. Limitations of Liability.

THIS SECTION APPLIES TO LIABILITY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY), AND ANY OTHER LEGAL OR EQUITABLE FORM OF CLAIM. IF YOU INITIATE ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING RELATING TO SERVICES PROVIDED UNDER THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, Secure Digital'S TOTAL LIABILITY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A SPECIFIC CERTIFICATE SHALL BE LIMITED, IN THE AGGREGATE, TO TWO TIMES THE AMOUNT PAID FOR THE CERTIFICATE. THE LIABILITY LIMITATIONS PROVIDED IN THIS SECTION 5 SHALL BE THE SAME REGARDLESS OF THE NUMBER OF DIGITAL SIGNATURES, TRANSACTIONS, OR CLAIMS RELATED TO SUCH CERTIFICATE. Secure Digital SHALL NOT BE OBLIGATED TO PAY MORE THAN THE TOTAL LIABILITY LIMITATION FOR EACH CERTIFICATE.

6. General Provisions

6.1. Privacy. You agree that Secure Digital may place in your Certificate certain information that you provide for inclusion in your Certificate. You also agree that Secure Digital may publish your Certificate and information about its status in Secure Digital's repository of Certificate information and make this information available to other repositories.

6.2. Modifications to Agreement. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that Secure Digital 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 thirty (30) days after posting of the revised Agreement or change to the service(s) on Secure Digital's Web sites, or upon notification to you by e-mail or Canada Post mail. You agree to periodically review Secure Digital's Web sites, including the current version of this Agreement available on Secure Digital's Web sites, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing notice to Secure Digital. Notice of your termination will be effective on receipt and processing by Secure Digital. Any fees paid by you if you terminate this Agreement are nonrefundable. By continuing to use Secure Digital services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. Secure Digital 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 Secure Digital's services; or in (ii) information posted on Secure Digital's Web site of a general informational nature. No employee, contractor, agent or representative of Secure Digital is authorized to alter or amend the terms and conditions of this Agreement.

6.3 Force Majeure. Except for payment and indemnity obligations hereunder, neither party shall be deemed in default hereunder, nor shall it hold the other party 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, provided that the Party relying upon this Section 6.3 shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all reasonable steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section 6.3 extends for a period in excess of thirty (30) days in aggregate, the other party may immediately terminate this Agreement.

6.4 Export. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including your Certificate, to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, but is not limited to, the export regulations of the United States of America (the "United States"). Specifically, you shall not download or otherwise export or re-export the Certificate to (i) a national or resident of) Cuba, Iran, Iraq, Libya, Sudan, North Korea, Syria, or Taliban controlled areas of Afghanistan or any other country where such use is prohibited under United States export regulations, or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Secure Digital MAY BE REQUIRED BY LAW TO REPORT TO THE UNITED STATES GOVERNMENT YOUR COMPANY NAME AND ADDRESS IF YOU ARE A NON-UNITED STATES OR CANADA ENTITY OR INDIVIDUAL PURCHASING THE CERTIFICATE.

6.5 Severability. 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 this Agreement 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.

6.6 Governing Law. You and Secure Digital 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 State of Nevada, The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

6.7 Dispute Resolution. To the extent permitted by law, you shall notify Secure Digital, and any other party to the dispute for the purpose of seeking dispute resolution, before you may invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall.  If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in agrees that all suits to enforce any provision of this Agreement or arising in connection with this Agreement shall be brought in the State of Nevada.  The parties agree that such courts shall have exclusive jurisdiction and venue and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement.

6.8. Non-Assignment. 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 Secure Digital's option.

6.9. Notices. All notices, demands or requests to Secure Digital with respect to this Agreement shall be made in writing to: Attn: Camlex Management, Inc. 8275 S Eastern Avenue Las Vegas, NV 89123-2591.

6.10. Survival. This Agreement shall be applicable for as long as the Certificate remains valid and you have not breached any provision of this Agreement.


(c) Secure Digital Inc. All rights reserved.