Table of contents:
- Emergency Calls and Quality of Communications
- Skype Manager and Business Accounts
- Business Products
- License and Restrictions
- IP Rights
- Term and Termination
- New Versions, Upgrades And Suspension
- Disclaimer Of Warranties And Limitation Of Liability
- Warranty and Indemnity
- Additional Terms
- Export Restrictions And Government Users
- Confidential Information.
PLEASE READ CAREFULLY: BY CLICKING "I AGREE" OR CREATING A BUSINESS ACCOUNT OR SKYPE MANAGER YOU ARE AGREEING TO THIS SKYPE BUSINESS END USER LICENSE AGREEMENT ("AGREEMENT") ON BEHALF OF THE ENTITY ON WHOSE BEHALF YOU ARE SETTING UP A SKYPE MANAGER (“COMPANY”). YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE AN AGREEMENT BETWEEN THE COMPANY AND SKYPE AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SKYPE SOFTWARE, THE BUSINESS ACCOUNTS OR THE SKYPE MANAGER IN ANY MANNER.
THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN YOUR USE OF THE SKYPE SOFTWARE AND THE SKYPE MANAGER UNLESS YOU AND SKYPE SOFTWARE SARL HAVE EXECUTED A SEPARATE AGREEMENT.
SKYPE DOES NOT SUPPORT ANY EMERGENCY CALLS TO ANY HOSPTIALS, LAW ENFORCEMENT AGENCIES OR ANY OTHER TYPE OF EMERGENCY SERVICES OF ANY KIND EXCEPT IN THE VERY LIMITED CIRCUMSTANCES DESCRIBED IN PARAGRAPH 2.3 OF THE BUSINESS TOS. SEE ALSO PARAGRAPHS 2.1 AND 10.2 BELOW.
1.1 The following terms and expressions shall have the following meanings:
Additional Terms: means the terms and conditions and policies applicable to Your use of the Skype Software, the Skype Products and/or the Skype Website, in addition to this Agreement;
Administrator: means a person authorised to act on behalf of the Company, who is responsible for the administration and management of a Skype Manager;
Affiliate means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with such entity;
Agreement: means this Business End User License Agreement, as may be renewed and/or amended by Skype from time to time;
Applicable Laws: means all applicable laws and regulations applicable to You or Skype in each case for the time being in force in any jurisdiction;
Business Account: means a Skype Account that is created, managed and owned by You;
Business Products: means Skype Connect, Skype For Asterisk and such other Skype Products that are used in conjunction with Your PBX as Skype may decide in its sole discretion from time to time;
Business TOS: means the Skype Business Terms of Service that govern the use of Skype Manager, the Skype Products with a Business Account, and Skype Connect at http://www.skype.com/go/us.business.tos;
Business User: means an employee, consultant or contractor who is authorised by You to use a Business Account;
Channel Subscription: means a subscription that, in return for a recurring monthly fee allows You to purchase concurrent calling channels for use with Skype Connect;
Consumer Account: a Skype Account for non commercial, personal use by an individual end user that is set up, owned, used and managed by a Consumer User in accordance with the Consumer EULA and Consumer TOS;
Consumer EULA: means the Skype End User License at http://www.skype.com/intl/en-us/legal/eula that governs the use of the Skype Software with a Consumer Account;
Consumer TOS: means the Skype Terms of Service at http://www.skype.com/intl/en-us/legal/terms/voip/ that govern the use of the Skype internet communication products that may be used with a Consumer Account;
Consumer User: means the end user of a Consumer Account that is a member of Your Skype Manager;
Content: means any and all content consisting of text, sounds, pictures, photos, video and/or any type of information or communications;
Documentation: means any documentation provided by Skype for use with the Skype Software and/or Skype Products;
Effective Date: has the meaning given to it in paragraph 8.1 below;
IP Rights: means (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow, trade secrets and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights;
Individual Use: has the meaning given to it in paragraph 3.2.3 (i) below;
Online Number: means a number that is purchased and allocated to a User Account or SIP Profile on Your Skype Manager for the purpose of enabling a User or SIP Profile to receive calls on that number;
Password: means a password that You or a Business User select, which, in combination with the User ID, gives access to a Business Account;
PBX: means a private branch exchange owned or controlled by You;
Shared Use: has the meaning given to it in paragraph 3.2.3 (ii) below;
SIP Profile: means a profile that You set up in order to use Skype Connect;
Skype: means Skype Software S.a.r.l located at 23-29 Rives de Clausen, 2165 Luxembourg (B100467), VAT no. (LU20180239);
Skype Account: means the account with User ID and Password that is used to access the Skype Software and the Skype Products;
Skype API: application program interface consisting of the set of routines utilized by the Skype Software to provide the Skype Software functionality for a given platform or operating system, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof;
Skype Brand Elements: the trade marks, service marks, trade names, signs, logos, icons, slogans, banners, screen shots, trade dress, links and other brand features and IP Rights that belong to Skype;
Skype For Asterisk: means the software that is distributed by Digium Inc and that contains (i) third party software licensed by Digium Inc and; (ii) the Skype Software that is licensed to You by Skype under the terms of this Agreement, that enables Asterisk communications software to utilize Skype’s voice communications features;
Skype Manager: means the Skype web based tool that is set up by You for the purpose of purchasing, using and managing Skype Products and/or Business Accounts for Your internal business purposes;
Skype Connect: means the SIP standards compliant interface that enables existing Session Initiation Protocol (SIP) PBX communications products to utilize Skype's voice communications features;
Skype Products: means any and all internet communications products made available to You by Skype Inc including without limitation, Online Numbers, Subscriptions, the Business Products and such other products as are referred to in the Business TOS;
Skype Software: the software distributed by Skype or its third party partners for internet communication purposes, including without limitation, the Documentation, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof;
Skype Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL, www.skype.com , – among other URL’s –, from which website the Skype Software can be downloaded;
Subscription: means a subscription that, in return for the purchase price of the subscription, allows a User to: (i) make unlimited calls to certain destinations subject to the fair use policy at http://www.skype.com/go/terms.fairusage (such as Unlimited World, Unlimited Country and Unlimited Europe); or (ii) make calls to certain destinations for a specific number of minutes per subscription period;
Terms: means collectively this Agreement and any other Additional Terms that You enter into with Skype or any of its Affiliates in respect of the Skype Software, Skype Products and/or Skype Website;
User: means a Business User or a Consumer User;
User Account: means a Business Account or a Consumer Account;
User ID: refers to an identification code that You select, which in combination with the Password, gives access to a Business Account;
You or Your: means the entity entering into this Agreement, also referred to herein as the Company;
1.2 References to the singular include the plural and vice versa, and references to one gender include the other gender.
1.3 Any phrase introduced by the expressions “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Emergency Calls and Quality of Communications
2.1 No Emergency Calls. Skype does not support any emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any type of emergency services of any kind, except in the very limited circumstances described in paragraph 2.3 of the Business TOS. Skype is not a traditional telephone service or a replacement for Your primary telephone service. There are important differences between traditional telephone services and the Skype Software and Skype Products. You need to make additional arrangements in order to access emergency services. It is Your responsibility to purchase, separately from the Skype Software and the Skype Products, traditional wireless or fixed line telephone services that offer access to emergency services. It is Your responsibility to inform Your Users that it is not possible to support or carry emergency calls using the Skype Software and Skype Products, and that they may access emergency services via the additional arrangements that You have made available to Your Users.
2.2 Quality of Communications. Installing the Skype Software enables You to communicate with other people. Skype cannot guarantee that You will always be able to communicate with other people, nor can Skype guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communications shall always be delivered to other people. There may be power outages or Internet service disruption and You may experience some disruptions e.g. packet loss and delay which will interfere with the quality of Your communications.
3. Skype Manager and Business Accounts
3.1 Purpose of Skype Manager. A Skype Manager enables You to manage Your business communications. You may create Business Accounts and SIP Profiles on Your Skype Manager, and purchase and allocate Skype Products to Your Business Accounts and SIP Profiles for use by You and/or Your Business Users. You may also view reports of those communications.
3.2 Permitted Use of Business Accounts.
3.2.1 Business Accounts may be used on a Skype Manager only.
3.2.2 You shall be responsible for the administration and management of all Business Accounts that are members of Your Skype Manager. The creation of a Business Account, the purchase of and allocation to a Business Account of any Skype Products by You, and the use of any Skype Products by Your Administrators and Your Business Users, shall be governed by this Agreement, the Business TOS and any other applicable Additional Terms.
3.2.3 You may set up and use a Business Account for the following purposes:
(i) the individual use of a Business Account by one Business User only, for the communications purposes of such Business User ( “Individual Use”);
(ii) the use of a Business Account by You via Your PBX, using Business Products for Your own communications purposes ( “Shared Use”).
3.2.4 You are not permitted to use a Subscription in connection with a Business Account for Shared Use. Please see also paragraph 20.2 of the Business TOS.
3.3 Responsibility for Business Users. You shall be responsible for all usage of the Skype Products and Skype Software in connection with the Skype Manager and Business Accounts including without limitation, any acts and omissions of any of Your Administrators and Business Users to whom a Business Account has been allocated. You shall ensure that all Your Administrators and Business Users comply with this Agreement, the Business TOS and any other applicable Additional Terms.
3.4 Reallocation and Deletion of Business Accounts. If a Business Account has been allocated to a specific Business User for Individual Use and that Business User leaves the Company, such Business Account shall remain in the Skype Manager and may be allocated to another Business User. You may delete such Business Account from the Skype Manager rather than reallocate it to another Business User. If You choose to delete such Business Account then You acknowledge that the traffic data (including call history and text message history) in respect of a Business Account is only visible whilst that Business Account exists and such traffic data will no longer be accessible to You once that Business Account has been deleted, and You are therefore responsible for printing out the traffic data records if You deem this necessary, before deleting the relevant Business Account. Any Online Numbers and Skype Credit that You have allocated to that Business Account may be taken back to the Skype Manager and reallocated before the Business Account is deleted. You may take the Online Numbers back by manually removing them from the Business Account. If You have purchased a Subscription and/or voicemail for use with that Business Account, such Subscription and/or voicemail may not be taken back to the Skype Manager but will no longer be available once the Business Account has been deleted.
3.5 Password and email.
3.5.1 Allocation. You shall allocate a Password to each Business Account that You create, or You may invite a Business User to set up their own Password. You shall allocate an email address to each Business Account that You create. The email address may only be changed by an Administrator.
3.5.2 Restriction on sharing. It is prohibited for You, Your Administrators and Business Users to: (i) share Business Accounts that are being used for Individual Use and (ii) share Passwords that are being used either for Individual Use or Shared Use. You shall ensure that neither You, Your Administrators or Business Users shall share a Business Account that is being used for Individual Use, or share Passwords.
3.5.3. Security. You shall (and shall ensure that Your Administrators and Business Users shall) take all necessary steps to ensure the security of the User ID, Password and email address of Business Accounts at all times. If You suspect that any Password has been shared in breach of this Agreement or has become known to anyone other than an Administrator or a Business User to whom the Password has been allocated, then You shall ensure that such Password is immediately changed in order to protect Your Business Accounts. It is Your responsibility to ensure that Your Business Users and Administrators do not respond to any unsolicited requests for credit card details, Passwords or other data. Neither Skype nor its officers, employees or Affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss arising from or relating to any failure by You, Your Administrators and/or Business Users to comply with this paragraph 3.5.3.
You and Your Administrators may appoint additional Administrators to Your Skype Manager, and each Administrator shall be required to accept and agree to this Agreement, the Business TOS and any other applicable Additional Terms. You shall procure that all Administrators read, agree to and comply with this Agreement, the Business TOS and any other applicable Additional Terms, and You shall be responsible for any breach of the Terms by such Administrator(s). If you are an Administrator creating or managing a Skype Manager but not entering into this Agreement on behalf of a legally incorporated entity or you are not authorized to represent or act on behalf of such entity, then you shall be in breach of this Agreement and shall be personally liable for such breach and any other breach of this Agreement, and for any acts and omissions of any Business Users or Administrators on your Skype Manager.
4. Business Products
4.1 Permitted Use and Restrictions. Business Products enable You to use certain Skype Products via Your PBX, subject to the limitations set out in this paragraph 4. Business Products are only available for use with Business Accounts and You acknowledge and agree that Business Products may not be used with Consumer Accounts.
4.2 Skype For Asterisk. A Business Account can be used with Skype For Asterisk to enable You to use the Skype Software and certain Skype Products via Your Asterisk enabled PBX.
4.3 Skype Connect
4.3.1 Skype Connect enables You to use certain Skype Products via Your PBX. Before using Skype Connect, You shall set up a SIP Profile and purchase a Channel Subscription. Skype shall then provide You with a username and password that is used to configure a SIP PBX.
4.3.2 You may set up and link one or more Business Accounts to the SIP Profile in order to enable You to receive voice calls into Your PBX.
4.3.3 You may delete a SIP Profile at any time. If You choose to delete a SIP Profile You acknowledge that You will lose all current configuration details relating to this SIP Profile and You will not be able to make or receive any calls using this SIP Profile. The traffic data (including call history) in respect of a SIP Profile is only visible whilst that SIP Profile exists and such traffic data will no longer be accessible to You once that SIP Profile has been deleted. You are therefore responsible for printing out the traffic data records if You deem this necessary, before deleting the relevant SIP Profile. Any Online Numbers and Skype Credit that You have allocated to that SIP Profile may be taken back to the Skype Manager and reallocated before the SIP Profile is deleted. You may take the Online Numbers back by manually removing them from the SIP Profile. If You have purchased a Channel Subscription for use with that SIP Profile, such Channel Subscription may not be taken back to the Skype Manager but will no longer be available once the SIP Profile has been deleted.
4.3.4 If You use a Business Account with Skype Connect then You may not use that Business Account with Skype For Asterisk or on a personal computer, mobile or other device unless and until You cease using it with Skype Connect.
5. License and Restrictions
5.1 License. Subject to Your compliance with the terms and conditions of this Agreement, Skype hereby grants You a non-exclusive, perpetual, royalty-free, non-transferable license to download, install and use the Skype Software with Your Business Accounts solely for Your own communication purposes including the individual communication purposes of Your Business Users. Skype reserves all rights in the Skype Software not expressly granted to you in this Agreement. If You, Your Administrator or Business User has downloaded and installed the Skype Software on a personal computer or other device and has accepted the Consumer EULA prior to such download and installation and such Skype Software is used with a Business Account, then You acknowledge and agree that the use of the Skype Software with such Business Account shall be governed by this Agreement and not the Consumer EULA. In the event of any inconsistency, ambiguity or conflict between the paragraphs of this Agreement and the paragraphs of the Consumer EULA, this Agreement shall take priority.
5.2 Third Parties. The Skype Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Skype Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Skype Software will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with Skype or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Skype or its Affiliates to enforce any of your rights.
5.3 Lawful purposes. You will use the Skype Software solely for lawful purposes. In this respect You shall not, (and You shall ensure that Your Administrators and Business Users shall not) without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You; (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Skype Software or the communication; (c) send any unsolicited communication not permitted by applicable law or use the Skype Software for the purposes of phishing or pharming or impersonating another person; (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) use the Skype Software to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; (f) use (including as part of the user name of a Business Account) any material or content that is subject to any third party proprietary rights, unless You have a licence or permission from the owner of such rights; or (g) impact or attempt to impact the availability of the Skype Software for example, with a denial of service (DOS) or distributed denial of service (DDoS) attack.
5.4 Restrictions. You have no right to and shall not (and shall ensure that Your Administrators and Business Users shall not): (a) copy or modify the Skype Software, except to the extent expressly permitted by applicable law; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Skype Software. You acknowledge and agree that portions of the Skype Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Skype and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer the Skype Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
5.5 Jurisdiction Restrictions. If the law of Your country prohibits You, Your Administrators and/or Your Business Users from downloading or using the Skype Software because the Skype Software is not allowed in the country or countries in which Your entity or Business Users are located, please do not (and do not allow Your Administrators and Business Users to) use it.
5.6The Skype Software may be downloaded, installed and used on various products, applications or programs that are made available by third parties. Skype cannot guarantee that the Skype Software shall always be available on the product, application or program onto which You, Your Administrators or Business Users initially downloaded and installed it.
6. IP Rights
6.1 Ownership. The Skype Software is licensed to You in accordance with this Agreement. The Skype Software is protected by copyright law and international treaties. You shall not (and shall ensure that Your Administrators and Business Users shall not) delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Skype Software as delivered to You and Your Business Users. All IP Rights in and to any third party content that is not contained in the Skype Software, but may be accessed through use of the Skype Software, is the property of the respective owner of the IP Rights and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 Skype Brand Elements. Nothing in this Agreement will give You any right to use the Skype Brand Elements. Skype does not allow third parties to use the Skype Brand Elements unless they have received prior written permissions from Skype or if use falls within extremely limited exceptions, as such exceptions are set out in the Trade Mark Guidelines that may be published by Skype from time to time and notified to You. If You want to use any of the Skype Brand Elements, You must obtain Skype’s written permission before You (Your Administrators or Business Users) use them unless such use falls within the limited exceptions set out in the aforementioned Trade Mark Guidelines.
7.1 Content of Communications.
7.1.1 The content of the communication spread by the use of the Skype Software is entirely the responsibility of the person from whom such content originated. You understand, therefore, that by using the Skype Software You, Your Administrators and Business Users may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable, and that You use the Skype Software at Your own risk.
7.1.2 You acknowledge and agree that You are solely responsible for any Content that You, Your Administrators and/or Your Business Users upload, submit, post, transmit or display through the Skype Software and/or the Skype Website (“Use” or “Used”) and that Skype is not responsible to You or any third party for any Content that is Used by You, Your Administrators, Business Users or any other Skype Software user.
7.2 Third Party IP Rights. You agree that You shall not Use (and shall ensure that Your Administrators and Business Users shall not use) any Content that is subject to any third party IP Rights, unless You, the Administrator or the Business User has a licence or specific permission from the owner to Use such third party content, and to grant Skype the licence set out in paragraph 7.3 below.
7.3 Licence. You hereby grant to Skype a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable licence to: (i) reproduce, modify and publish any Content that You, Your Administrators and/or Business Users Use on the publicly accessible areas of the Skype Website (e.g. Skype forum, blogs) for the purpose of displaying and distributing such Content on the Skype Website for such time as You, Your Administrators and/or Business Users continue to Use such Content on the Skype Website; and (ii) distribute and/or display through the Skype Software any Content that You, Your Administrators and/or Business Users provide or make available using the Skype Software for the sole purposes of making the Skype Software and the Products available to You, Your Administrators and Your Business Users.
7.4 Removal of Content. Skype reserves the right (but shall have no obligation) to decide whether any Content that You (Your Administrators and/or Business Users) Use complies with this Agreement and any Additional Terms. Skype may in its sole discretion remove such Content and/or terminate this Agreement and any Business Account belonging to You, if You Use any Content that is in breach of this Agreement and/or any Additional Terms at any time and without prior notice to You.
8. Term and Termination
8.1 Term. This Agreement will be effective as of the date upon which You accept these terms (“Effective Date”) and will remain effective until terminated by either Skype or You as set out below. The Additional Terms will be effective as of the date upon which they are accepted by You, or You (Your Administrators or Business Users) use the relevant Skype Product (as applicable), and will remain effective until terminated by either Skype or You as set out below and/or in the applicable terms.
8.2 Termination by You. You may terminate this Agreement at any time upon written notice to Skype. Upon termination of this Agreement You shall immediately cease (and shall ensure that Your Administrators and Business Users immediately cease) using the Skype Software, the Skype Manager and Your Business Accounts.
8.3 Termination by Skype. Without limiting other remedies, Skype or its Affiliates may terminate this Agreement and any Additional Terms with immediate effect, and may limit, suspend, or terminate Your use of the Skype Manager, Business Accounts, Skype Products, Skype Software and Skype Website, and take technical and legal steps to keep You off the Skype Website and remove any hosted content posted by You, Your Administrators or Your Business Users, if we think that You, Your Administrators or Your Business Users are (i) in breach of this Agreement or creating problems, possible legal liabilities or acting inconsistently with the letter or spirit of our policies; (ii) infringing any third party’s IP Rights; (iii) engaging in fraudulent, immoral or illegal activities or for any other similar reasons. We reserve the right to cancel Business Accounts that have been inactive for more than one (1) year.
8.4 Consequences of termination.
8.4.1 Skype shall effect such termination by preventing access to Your Skype Manager, Business Accounts, Skype Products, Skype Software and the Skype Website. If You have provided Skype with a valid email address, Skype may in its sole discretion provide notice to You by email of such termination.
8.4.2 Upon termination of this Agreement and any Additional Terms: (a) all licenses and rights to use the Skype Software, Skype Manager, the Skype Products and Business Accounts, shall immediately terminate; (b) You will immediately cease (and shall ensure that Your Administrators and Business Users cease) any and all use of the Skype Software, Skype Manager, Skype Products and Business Accounts; and (c) You will immediately remove the Skype Software from all devices, hard drives, networks and other storage media and destroy all copies of the Skype Software in Your possession or under Your control.
9. New Versions, Upgrades And Suspension
9.1 New Versions. Skype reserves the right to change this Agreement at any time by publishing the revised Agreement on the Skype Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept or agree button. Your express acceptance or Your continued use of the Skype Software and/or Your Skype Manager after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at http://www.skype.com/go/business.eula. Skype reserves the right to change any of the Additional Terms from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the Skype Website (unless You expressly accept the revised terms earlier by clicking on the accept or agree button if this option is made available), or within the timeframe set out in the applicable Additional Terms if different.
9.2 New Versions of the Skype Software. Skype, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Skype Software. Skype has no obligation to make available to You any subsequent versions of the Skype Software. You may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Skype Software.
9.3 Suspension. Skype may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the Skype Software, and/or disable any Skype Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You (Your Administrators and/or Business Users) in Skype’s opinion, are in breach of the Terms, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
10. Disclaimer Of Warranties And Limitation Of Liability
10.1 THE SKYPE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SKYPE, ITS LICENSORS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SKYPE PRODUCTS WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. SKYPE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SKYPE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES NOR DOES SKYPE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATIONS MADE THROUGH THE SKYPE SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SKYPE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SKYPE SOFTWARE IS TO IMMEDIATELY DEINSTALL AND CEASE USE OF SUCH SKYPE SOFTWARE.
10.2 EMERGENCY SERVICES. THE SKYPE SOFTWARE AND THE SKYPE PRODUCTS DO NOT AND ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES EXCEPT IN THE VERY LIMITED CIRCUMSTANCES DESCRIBED IN PARAGRAPH 2.3 OF THE BUSINESS TOS. NEITHER SKYPE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR INABILITY TO USE THE SKYPE SOFTWARE OR THE SKYPE PRODUCTS TO CONTACT EMERGENCY SERVICES, AND YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES IN ACCORDANCE WITH PARAGRAPH 2.1. ABOVE.
10.3 CONTENT. SKYPE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SKYPE SOFTWARE. NEITHER SKYPE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH CONTENT.
10.4. BUSINESS USERS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH YOUR BUSINESS ACCOUNTS BY YOUR ADMINISTRATORS AND/OR BUSINESS USERS, EVEN IF SUCH ACTIVITIES WERE TO OCCUR WITHOUT YOUR PERMISSION. SKYPE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE ACTS AND OMISSIONS OF YOUR ADMINISTRATORS AND/OR BUSINESS USERS THROUGH THE SKYPE SOFTWARE. NEITHER SKYPE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH ACTS AND OMISSIONS.
10.5 IP CLAIMS: SKYPE WILL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY YOU FROM OR AGAINST ANY THIRD PARTY CLAIMS ALLEGING THAT YOUR USE OF THE SOFTWARE OR EXERCISE OF ANY RIGHTS GRANTED HEREIN INFRINGES ANY IP RIGHTS. IN THE EVENT THAT A CLAIM IS MADE, OR IN SKYPE’S REASONABLE OPINION IS LIKELY TO BE MADE, AGAINST SKYPE, YOU OR ANY THIRD PARTY ALLEGING THAT THE SOFTWARE OR ANY USE THEREOF INFRINGES ANY THIRD PARTY IP RIGHT, SKYPE MAY, IN ITS SOLE DISCRETION, PROVIDE YOU WITH A DIFFERENT VERSION OF THE SOFTWARE (IN WHICH EVENT YOU WILL IMPLEMENT THAT VERSION AND CEASE ALL USE AND DISTRIBUTION OF ANY PRIOR VERSIONS) OR TERMINATE THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER.
10.6 Utilization of Your Device: the Skype Software may utilize the processor and bandwidth of the devices You, Your Administrators and Your Business Users are utilizing, for the limited purpose of facilitating the communication between Users. Skype will use its commercially reasonable efforts to protect the privacy and integrity of the resources of such devices. However Skype cannot give any warranties in this respect.
10.7 Force Majeure. You acknowledge and understand that if Skype is unable to provide the Skype Software as a result of a force majeure event Skype will not be in breach of any of its obligations towards You under this Agreement. A force majeure event means any event beyond the control of Skype. In the event Skype is affected by a force majeure event, it shall notify You as soon as reasonably practicable of the estimated extent and duration of its inability to perform or delay in performing its obligations. SKYPE SHALL NOT HAVE ANY LIABILITY TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR FAILING TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH FAILURE IS AS A RESULT OF A FORCE MAJEURE EVENT.
10.8 LIMITATION OF LIABILITY
10.8.1 IN NO EVENT SHALL SKYPE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, INTERRUPTION OF BUSINESS, OR FOR THE USE OR PERFORMANCE OF THE SKYPE SOFTWARE.
10.8.2 SKYPE’S AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).
10.8.3 THE LIMITATIONS ON SKYPE’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT SKYPE, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
10.8.4 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF SKYPE FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SKYPE, ITS EMPLOYEES OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
11. Warranty and Indemnity
11.1 Warranty. You represent and warrant that (i) You are authorised to enter into and comply with the Terms; (ii) You shall (and shall ensure that Your Business Users and Administrators shall) comply with Your obligations under the Terms; and (iii) You shall (and shall ensure that Your Business Users and Administrators shall) comply with all Applicable Laws that may apply to the use of the Skype Software.
11.2 Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SKYPE AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF ANY BREACH BY YOU, YOUR ADMINISTRATORS AND/OR BUSINESS USERS, OF THE WARRANTIES, REPRESENTATIONS, OBLIGATIONS OR TERMS OF THIS AGREEMENT.
12. Additional Terms
12.1 In addition to this Agreement, You, Your Administrators and Business Users have to comply with the following Additional Terms when using the Skype Software, the Skype Products and the Skype Website. We expect You to read and comply with (and ensure that Your Administrators and Business Users read and comply with) these Additional Terms carefully, all of which are made part of this Agreement:
- The Skype Etiquette http://www.skype.com/intl/en-us/legal/terms/etiquette provides guidelines to treat properly and respectfully the other members of Skype’s community;
- Skype Products for use with Business Accounts are provided by Skype Inc and are subject to the Business Terms of Service at http://www.skype.com/intl/en-us/legal/business/terms
- If you want to use Skype Premium Call Service then You will need to comply with the Terms of Service for Skype Premium Call (Beta) at http://www.skype.com/intl/en-us/legal/terms/callservices/
12.2 If You wish to do anything that is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain Skype’s prior written consent and explicitly agree upon any further terms.
13. Export Restrictions And Government Users
13.1 Export Restrictions. Skype Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Skype Software as well as end-user, end-use and destination restrictions issued by national governments. This software is controlled under ECCN 5D992.b.1 of the Export Administration Regulations (“EAR”) per CCATS # G047973 and thus may not be exported or re exported to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. EAR 742.15(a), Title 15 Code of Federal Regulations. Moreover, the software may not be exported or re exported to or downloaded by any person or entity subject to US sanctions regardless of location. See http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm and EAR Part 736. Skype is making this software available to You for download only on the condition that You certify that You are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.
13.2 Government Users. The Skype Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Skype Software or the Documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement.
14. Confidential Information.
14.1 For the purposes of this Agreement, “Confidential Information” means any documentation, any business or technical information of Skype, and any other information that a reasonable person would recognize is confidential or proprietary to Skype. You will hold the Confidential Information in strict confidence including, without limitation, taking such steps to protect and preserve the confidentiality thereof as You take to preserve and protect the confidentiality of Your own confidential information. You will use the Confidential Information only to exercise the rights expressly granted by Skype to You under this Agreement.
14.2 Your obligations with respect to the Confidential Information do not apply to information that you can clearly establish by written evidence: (i) is or becomes publicly known through no fault of Your own; (ii) is rightfully obtained by You from a third party without obligation of confidentiality; (iii) is independently developed by You without any access to Confidential Information; (iv) is approved in writing for release by an authorized representative of Skype, or (v) is required to be disclosed as a matter of law or judicial action; provided that You provide Skype with prior notice of such requirement of disclosure and use all reasonable efforts to obtain a protective order.
14.3 Upon request of Skype or in any event promptly upon expiry or earlier termination, all Confidential Information made available hereunder, including copies thereof, shall be returned or, if directed or permitted by Skype, destroyed, unless You are otherwise allowed to retain such Confidential Information, and You shall certify that You do not retain such Confidential Information.
15.1 Entire Agreement. The terms and conditions of the Terms constitute the entire agreement between You and Skype with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Skype arising out of fraud or fraudulent misrepresentation.
15.2 Partial Invalidity. If any provision of the Terms, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms as a whole, the legality, validity or enforceability of the remainder of the Terms (including the remainder of the term which contains the relevant provision) shall not be affected.
15.3 No waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms or by law shall not constitute a waiver of that right, power or remedy. If Skype waives a breach of any provision of the Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
15.4 Assignment. You are not allowed to assign the Terms or any rights hereunder. Skype is allowed at its sole discretion to assign the Terms or any rights hereunder to any third party, without giving prior notice.
15.5 Applicable Law and Competent Court. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England, and construed in accordance with the English language.
15.6 Language. The original English version of the Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.
15.7 Survival. The terms of paragraphs 5, 6, 8, 10, 11 and 14 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.
15.8 AVC/H.264 Notice. If the Skype Software is used to make video calls (i) between a personal computer and a device that is not a personal computer or (ii) between devices that are not personal computers, the AVC/H.264 codec may be used to facilitate video functionality in which case the following notice applies: THE AVC VIDEO FUNCTIONALITY IN THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NONCOMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.
© Skype – Last revised: September 2010