Desktop API Terms of Use

Last updated: November 20, 2013

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SKYPE DESKTOP API. THESE TERMS (“API TERMS”) GOVERN USE OF THE SKYPE DESKTOP API FOR THE PURPOSES PERMITTED HEREIN ONLY. THESE API TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND SKYPE. SKYPE IS WILLING TO LICENSE THE SKYPE DESKTOP API TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS AGREEMENT. BY USING THE SKYPE DESKTOP API, YOU HAVE INDICATED THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, THEN SKYPE IS UNWILLING TO LICENSE THE SKYPE DESKTOP API TO YOU.

1. Definitions

In addition to the capitalized terms defined in these API Terms, all other capitalized definitions used herein shall have the meaning given to them in the Skype Terms of Use as published on the Skype Website at www.skype.com/go/tou.

The following terms shall have the following meanings:

Plugged into Skype Descriptors: means the term ‘plugged into Skype™’, or other terms which include variations of 'plug into' combined with Skype™, and/or the Plugged into Skype Logo, as defined in the Plugged Into Skype Guidelines;

Plugged into Skype Guidelines: the binding guidelines issued by Skype in connection with the use of the Plugged into Skype Descriptors as made available on http://developer.skype.com as may be modified by Skype from time to time;

Plugged into Skype Logo: means the logo defined in the Plugged Into Skype Guidelines;

Skype Brand Elements: trademarks, service marks, trade names, signs, logos, icons, slogans, banners, screen shots, trade dress, links and other brand elements belonging to Skype or its affiliates. Skype Brand Elements do not include the Plugged Into Skype Descriptors;

Skype: Skype Communications S.A.R.L., 23-29 Rives de Clausen, L-2165 Luxembourg;

Skype Credentials: the Skype username and password used to log into a Skype User Account and use the functionality and features of the Internet Communications Software;

Skype Desktop API: the application program interface published, exposed or made available by Skype that enables certain functionality of the Internet Communications Software for a given platform or operating system, associated documentation (including in electronic form) and any future versions, improvements, developments, programming fixes, updates and upgrades thereto;

Skype Website: www.skype.com, http://developer.skype.com or such other URL as may be notified by Skype from time to time;

You or Your: the person or entity using the Skype Desktop API. If you use the Skype Desktop API in the course of your employment with or on behalf of a company, ‘you’ or ‘your’ shall mean that company and you represent and warrant that you have authority to bind that company.

2. Eligibility

In order to use the Skype Desktop API you must first create a Skype User Account.

3. License

3.1 Subject to Your compliance with these API Terms, Skype grants to You a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable right to use the Skype Desktop API for a Permitted Purpose, as defined in paragraph 3.3 below.

3.2 This license does not grant to You any right to any version enhancement, update, or guarantee the continuous availability of the Skype Desktop API or the Internet Communications Software. Skype may revise, modify or cease to provide, require you to immediately cease using the Skype Desktop API, the Internet Communications Software or its functionality or any part thereof, which may result in loss of compatibility or denial of access to the functionality of the Internet Communications Software, Skype Website and commercial activities related thereto, from time to time without notice.

3.3 For the purposes of these API Terms, "Permitted Purpose" shall mean either:

(a) the purpose of developing software or code to interface and connect a software application with the Internet Communications Software, (the "Software Application") OTHER THAN as set out in paragraph 3.3 (b) below, the "Software Application Purpose"; or

(b) the purpose of developing software or code to interface a hardware device or other physical equipment (including any software embedded thereupon) (the "Hardware Device") with the Internet Communications Software and distributed together with or made available for such Hardware Device, "Hardware Application Purpose".

4. Restrictions

4.1 Your Software Application or Hardware Device (as applicable) shall in no way and to no extent whether directly or indirectly adversely affect, impede or otherwise hinder or disrupt the functionality or performance of the Internet Communications Software or products or services provided by Skype.

4.2 Without limiting the generality of the foregoing, you shall ensure that Your Software Application or Hardware Device (as applicable):

(i) does not adversely impact the call quality of using the Internet Communications Software;

(ii) does not adversely impact the stability of the Internet Communications Software;

(iii) does not adversely impact the behavior of other applications using the Skype Desktop API;

(iv) does not attempt to install spyware or malware on the client computer;

(v) does not attempt to redistribute information about the use of the Internet Communications Software or Skype products without express permission of the user;

(vi) correctly identifies itself to Skype when requesting authorization;

(vii) does not attempt to send messages or place calls to or communicate with other users of Skype Software unless specifically directed to do so by the user;

(viii) does not attempt to modify the Internet Communications Software user interface in any way (“User Interface”);

(ix) does not use, enable or allow access to any of the features of the Internet Communications Software except through an individual Skype User Account using the Skype Credentials;

(x) does not solicit, collect, store, cache or otherwise obtain access to the Skype Credentials or to proxy authentication credentials for the purposes of automating logins to Skype User Accounts.

4.3 Without the prior written consent of Skype, You will not remove or hide (save as permitted in API command "set silent_mode on"), modify, take over or otherwise alter the User Interface. At all times, You will comply with the requirements and specifications relating to application design and use and presentation as stated in Paragraph 5 below.

4.4 Save as expressly approved in writing by Skype, You will not distribute the Software Application or Hardware Device (as applicable) online through website(s) that in Skype’s opinion is/are in any way similar to, or infringe the intellectual property rights of the Skype Website or use Skype’s trademarks or words describing Skype’s products or services as, or as part of, the registered URL for website(s).

4.5 You will at all times maintain the value and reputation of the Skype Software, Skype Desktop API and Skype brand or name, to the best of Your abilities.

4.6 You will not use the Skype Desktop API in any Software Application or Hardware Device (as applicable) that in Skype’s opinion is actually or potentially fraudulent or inappropriate or contrary to the Skype Terms of Use or any other Additional Terms.

4.7 You will not collect any user’s personal information or data in a misleading, illegal, unauthorised or unfair way. Without limiting the generality of the foregoing, You will never collect, store or record Skype password used by the users to log-in to his or her Skype account ("Skype Password"). If users need a separate password to use Your Software Application or Hardware Device (as applicable), You will either (i) automatically generate a unique password and securely communicate it to the user or (ii) not permit users to use a password that is the same as the user’s Skype Password. You agree that the services and products provided through Your Software Application or Hardware Device shall be provided by You in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data or traffic data).

4.8 You will not use the Skype Desktop API to create a Software Application or Hardware Device that sends unsolicited communications (whether commercial or otherwise) to any third party; for the purposes of phishing, pharming, impersonating or misrepresenting affiliation with another person or entity; or that sends bulk mail or other communications to one or more third parties.

4.9 Advertising: (a) You may not place advertisements: (i) inside, or as or in an overlay of or frame alongside, above, below, or around, a Skype video calling or audio calling or Skype video or audio display window or which originates or becomes viewable as a result of, or in connection with a Skype video or audio calling session or Skype video or audio display window; or (ii) in any audio stream provided through the Internet Communications Software; (iii) in any instant message sent or received by users of the Internet Communications Software; (iv) inside or around an user of the Internet Communications Software’s profile window; (b) You many not disclose (whether directly or indirectly) any data obtained through use of the Skype Desktop API, including any aggregate or anonymous data, to any advertising network, data broker or other ad-related third party.

4.10 You agree that You are solely responsible for (and that Skype has no responsibility to You or to any third party for) any services and/or products You provide through Your Software Application or Hardware Device.

5. Branding and Marketing

5.1 You hereby specifically acknowledge that Your rights to use the Skype Desktop API are strictly subject to Your full compliance with these API Terms, including the following instructions related to promotion, marketing and design of Your Software Application or Hardware Device (as applicable), and any breach of any provision of these API Terms or any applicable Additional Terms shall give rise to automatic right of termination by Skype.

5.2 For Software Applications only:

5.2.1 You shall at all times comply with the Plugged Into Skype Guidelines. Save as permitted in the Plugged Into Skype Guidelines, no right is granted to use the Plugged into Skype Descriptors.

No rights to use Skype Brand Elements are granted hereunder and you shall not use the Skype Brand Elements. You shall ensure that any and all marketing and promotion of features of the Internet Communications Software accessible via your Software Application is in strict compliance with the Plugged Into Skype Guidelines.

5.2.2 You must use the following notice on any packaging and software footer when the Plugged into Skype Descriptors are used:

“Skype is a trade mark of Skype or its related companies. This product/application has not been approved or endorsed by Skype, Skype Communications S.a.r.l. or any of their related companies.”

5.3 You may not use Skype Brand Elements in connection with Hardware Devices without first (a) submitting your Hardware Device for certification by Skype and successfully passing the applicable certification tests and (b) entering into a separate written agreement with Skype relating to use of the Skype Brand Elements. Certification for Hardware Devices is optional and subject to the rules of Skype’s Certification Program: https://developer.skype.com/Certification. If your Hardware Device has not been certified by Skype, your Hardware Device must prominently display the following statement in the help text or about text, in the Acknowledgements in the documentation associated with Your Hardware Device (as applicable) and the packaging and other promotional material:

“Skype is a trade mark of Skype or its related companies. This product has not been checked, verified, certified or otherwise approved or endorsed by Skype, Skype Communications S.a.r.l. or any of their related companies.”

5.4 The Software Application or Hardware Device (as applicable) may only use icons in reference to Skype from Skype’s archive of application icons.

5.5 “Skype™, associated trademarks and logos and the “S” logo are trademarks of Skype. Skype has registered and filed applications to register its trademarks in many countries worldwide. Skype’s trademarks and trade dress may not be used in connection with any product or service that is not Skype’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Skype. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name (including without limitation, so-called “internationalized” domain names), sub-domain or URL path or any other name or sign that incorporates any of Skype’s intellectual property (in whole or part) or that is confusingly similar thereto without an express, written license from Skype, which can be revoked at any time. In such cases where such a license is granted, no ownership of intellectual property rights or goodwill will be transferred as a result. Nothing in these API Terms will give you any right to make references to Skype or Skype’s products or features other than as explicitly stated in this paragraph 4. Unauthorized references or use of Skype Brand Elements shall, in addition to trademark infringement, be considered as material breach of these API Terms and shall result in immediate termination thereof, as well as any other applicable additional terms you may have entered into with Skype. Such termination shall be without limitation to Skype’s right to claim damages, seek for injunctive or other equitable relief and obtain other remedies from you.

6.

At all times, You must constantly monitor the Skype Website to ensure You are aware of any changes in the API Terms, the Skype Terms of Use or any other applicable Additional Terms. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the Skype Desktop API and, where applicable, any and all use of the Internet Communications Software.

7.

You represent and warrant that You are authorised to agree to and meet with the terms and conditions of the API Terms

8.

You acknowledge and agree that Your use of the Skype Desktop API will be at Your own risk and account. You agree, on demand, to indemnify, defend and hold Skype, its Affiliates and staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such person, in connection with or arising out of (a) Your use of the Skype Desktop API; (b) your use of the Plugged into Skype Descriptors or (c) any breach or violation of the terms and conditions of these API Terms and any other applicable Additional Terms and (d) the provision by You of any Software Application or Hardware Device You develop using the Skype Desktop API.

9.

Skype reserves the right to modify these API Terms at any time, on a general or individual basis, by publishing the revised API Terms on the Skype Website or by otherwise notifying You of the revised API Terms. Any eventual modification of the API Terms that establishes Skype’s right to charge royalties is subject to a three (3) months’ prior notice thereof. Your continued use of the Skype Desktop API shall constitute Your acceptance to be bound by the terms and conditions of the revised API Terms.

10.

In the event that You wish to use the Skype Desktop API in a manner other than as expressly set out in these API Terms such use is expressly prohibited unless and until Skype enters into a specific licence with You.

11. IP Rights

11.1 When You use the Skype Desktop API for a Permitted Purpose, You retain the IP Rights You may have in Your Software Application and/or Hardware Device

11.2 In consideration of the royalty free licence granted to You (or the Business (as defined below)) to use the Skype Desktop API pursuant to these API Terms, You undertake that You shall not now, or at any time in the future allege infringement of, threaten to or bring any action, claim or proceedings for the infringement of, assert or enforce any patent You create, develop, acquire, license or own which uses the Skype Desktop API which may be infringed by the use or exploitation of the Internet Communications Software including the Skype Desktop API against (a) Skype or Skype’s Affiliates (or any of their licensees, assigns or successors) or (b) any developer in the Skype developer community who uses the Skype Desktop API for a Permitted Purpose in accordance with these API Terms. You shall impose this restriction on any assignee, transferee or licensee of those rights which are the subject of this paragraph 10.2 as the case may be, and shall not enable or assist a third party to do anything which, if done by You would breach this paragraph 10.2.

11.3 As between You and Skype, Skype and its licensors retain the IP Rights in and to the Internet Communications Software (including the Skype Desktop API) and any derivative works thereto created by or for Skype or its licensors.

11.4 If You are an employee or director of a business and You use the Skype Desktop API on behalf of that business (the "Business"), You acknowledge and agree that: (i) by accepting these API Terms and using the Skype Desktop API, You do so on behalf of the Business and with the express authorisation of the Business that You and the Business shall be bound by these API Terms in respect of Your and the Business's use of the Skype Desktop API; (ii) the licence granted by Skype to use the Skype Desktop API is subject to You obtaining from the Business all necessary consents, permissions and authority for You to act on its behalf and legally bind it according to these API Terms. You represent and warrant that You have obtained such consents, permission and authority to use the Skype Desktop API on behalf of the Business. If You do not have such authority, then You do not have a licence to use the Skype Desktop API.

12. Term and Termination

12.1 These API Terms will become effective upon first use of the Skype Desktop API and will remain effective until terminated by either Skype or You as set out herein. Skype will not be liable in relation to any damage caused by the modification or termination of these API Terms and/or any other applicable Additional Terms.

12.2 You may terminate these API Terms with immediate effect at any time. Without limiting other remedies, Skype may limit, suspend or terminate these API Terms (the Skype Terms of Use and any other Additional Terms) and Your use of the Skype Desktop API at any time if we think that You are in breach of these API Terms or if we think that You have acted in a way which shows that you do not intend to comply with these API Terms. In addition, Skype may terminate these API Terms with immediate effect at any time, for any reason, including but not limited to, if You engage in any action that in Skype’s opinion devalues Skype’s brand or reputation or the Internet Communications Software or Skype Desktop API.

12.3 Upon termination of these API Terms by You or by Skype for any reason: (a) all licenses and rights to use the Skype Desktop API and Plugged into Skype Descriptors shall immediately terminate and (b) You will immediately cease any and all use of the Skype Desktop API and Plugged into Skype Descriptors.

13. Disclaimer of Warranties and Limitation of Liability

13.1 No Warranties: THE SKYPE DESKTOP API AND PLUGGED INTO SKYPE DESCRIPTORS ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER; SKYPE DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SKYPE DESKTOP API OR PLUGGED INTO SKYPE DESCRIPTORS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. SKYPE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SKYPE DESKTOP API WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS.

13.2 No Liability: The Skype Desktop API and Plugged Into Skype Descriptors (as applicable) are provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT SKYPE, ITS AFFILIATES, ITS LICENSORS AND THE SKYPE STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SKYPE DESKTOP API OR PLUGGED INTO SKYPE DESCRIPTORS, AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SKYPE DESKTOP API OR PLUGGED INTO SKYPE DESCRIPTORS IS TO IMMEDIATELY CEASE USE OF SUCH SKYPE DESKTOP API OR PLUGGED INTO SKYPE DESCRIPTORS.

13.3 Limitation of Liability: IN NO EVENT SHALL SKYPE, ITS AFFILIATES, ITS LICENSORS OR THE SKYPE STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:

13.3.1 ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SKYPE DESKTOP API OR PLUGGED INTO SKYPE DESCRIPTORS;

13.3.2 ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE SKYPE DESKTOP API OR PLUGGED INTO SKYPE DESCRIPTORS; AND

13.3.3 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF;

(I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE SKYPE DESKTOP API;

(II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY SKYPE FOR ANY REASON; AND

(III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE SKYPE DESKTOP API TO YOU.

13.4 THE LIMITATIONS ON SKYPE’S LIABILITY TO YOU IN PARAGRAPH 13.3 ABOVE SHALL APPLY WHETHER OR NOT SKYPE, ITS AFFILIATES OR THE SKYPE STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.

13.5 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, THE SKYPE STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

13.6 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation.

14. Miscellaneous

14.1 Entire Agreement: The terms and conditions of these API 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.

14.2 Partial Invalidity: If any provision of these API 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 these API Terms as a whole, the legality, validity or enforceability of the remainder of these API Terms (including the remainder of the term which contains the relevant provision) shall not be affected.

14.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by these API Terms or by law shall not constitute a waiver of that right, power or remedy. If Skype waives a breach of any provision of these API 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.

14.4 Assignment: You are not allowed to assign these API Terms or any rights hereunder. Skype is allowed at its sole discretion to assign these API Terms or any rights hereunder to any third party, without giving prior notice.

14.5 Applicable Law and Competent Court: These API Terms shall be governed by and interpreted in accordance with the laws of the State of California, USA and shall be subject to the jurisdiction of the courts of the State of California, USA.

14.6 Language: The original English version of these API 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.

14.7 Survival: The terms of paragraphs 8, 11, 12, 13 and 14 of these API Terms and any other provision of these API Terms which is expressed to survive or operate in the event of termination, shall survive termination of these API Terms for whatever reason.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THE SKYPE DESKTOP API TERMS AND UNDERSTAND AND ACCEPT THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SUBMITTING YOUR REGISTRATION, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND GRANT TO SKYPE THE RIGHTS SET FORTH HEREIN.