Business Terms of Service

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 PRODUCTS, BUSINESS ACCOUNTS, OR THE SKYPE MANAGER IN ANY MANNER.

THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN YOUR USE OF THE SKYPE PRODUCTS, BUSINESS ACCOUNTS AND THE SKYPE MANAGER UNLESS YOU AND SKYPE (AS DEFINED BELOW) HAVE EXECUTED A SEPARATE AGREEMENT.

SKYPE DOES NOT SUPPORT ANY EMERGENCY CALLS TO ANY HOSPITALS, LAW ENFORCEMENT AGENCIES OR ANY OTHER TYPE OF EMERGENCY SERVICES OF ANY KIND EXCEPT IN THE VERY LIMITED CIRCUMSTANCES DESCRIBED IN PARAGRAPH 2.3 BELOW.

1. Definitions

Capitalized terms that are not defined in this Agreement shall have the meaning given to them in the Business End User License Agreement. In addition the following terms and expressions shall have the following meanings:

Business EULA: means the Skype Business End User License Agreement that governs the creation of a Skype Manager, Business Accounts and the use of the Skype Software with a Business Account at http://www.skype.com/go/business.eula;

Calling Line Identification or “CLI”: means the facility that allows the recipient of a call to see the number of the caller before answering a call;

Effective Date: has the meaning given to it in paragraph 11.1 below;

Enabled Versions: has the meaning given to it in paragraph 2.3 below;

Landline Number: means a diallable fixed-line telephone number with an ITU-recognized geographic code (or equivalent non-geographic code in countries where geographic codes are not utilized), and excluding always premium rate, short code, shared cost, special rate, or any other number ranges which generate an excessive or unexpected charge in excess of the typical standard charge levied to make a call into a number with the relevant geographic code;

Skype: means Skype Inc. located at 3210 Porter Drive, Palo Alto, California, 94304, USA;

Skype Consumer Products: means the Skype internet communication products that may be used with a Consumer Account in accordance with the Consumer TOS;

Skype Credit: the pre paid credit purchased from Skype to use with, and pay for, Skype Products;

User Account: means a Business Account or a Consumer Account;

US Minute Bundle: means a monthly allowance of 5,000 minutes per bundle to make calls to landlines and mobiles in the US and Canada through a SIP Profile;

You or Your: means the entity entering into this Agreement, also referred to herein as the Company.

2. Emergency Calls

2.1 No Emergency Calls. The Skype Software 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 below. 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 the 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 the Skype Products, and that they may access emergency services via the additional arrangements that You have made available to Your Users.

2.2 Not a Standalone Service. Business Products that enable communications via Your PBX should not be used as a standalone service but as a secondary communications channel only in connection with traditional telephone services. When using Business Products You shall configure Your PBX so that all emergency calls are placed through a standard landline connection or some other type of telephone services that support emergency calling.

2.3 Limited Emergency Calling: Skype will use reasonable endeavors to provide limited emergency calling in a very limited number of countries, and only where a Business Account is being used for Individual Use by a Business User who is using the Skype Software version 4.1 for Windows (or later) or version 3.0 for Mac OS X (or later) (“ Enabled Versions”). Skype does not provide emergency calling for or in conjunction with any Business Products, Skype Products or on any platforms, devices or operating systems other than those Enabled Versions explicitly referred to in this paragraph 2.3. The following limitations apply in respect of emergency calling on Enabled Versions:

2.3.1 Skype cannot guarantee that the emergency calling will always function without disruptions, delay or other imperfections, or at all. Where enabled, emergency calling will be transmitted through public Internet lines and the public switched telephone network ("PSTN"). Consequently, 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 communication. Furthermore, Skype cannot guarantee that You or Your Business Users will always be able to communicate with other people, nor can Skype guarantee that You or Your Business Users can communicate without disruptions, delays or communication-related flaws or that all Your communications shall always be delivered to other people. Any of these limitations may adversely affect successful call connection

2.3.2 An emergency call made using the Enabled Versions of Skype Software, in an enabled country may not receive the same network priority as a call made using traditional wireless (mobile) or fixed line telephone services.

2.3.3 If the emergency call of a Business User is connected, such Business User will be required orally to provide their physical location to a third party emergency services operative to enable the correct emergency organization to respond to the emergency. If the Business User does not provide this information when prompted, You acknowledge that the emergency call of Your Business User may not be completed and such Business User will not be able to gain access to the required emergency service using their Business Account. Skype will have no liability for any failed emergency call in such circumstances.

2.3.4 You expressly acknowledge the service limitations described above and agree to continue to make alternative arrangements in order for Your Business Users to access emergency services through a traditional wireless (mobile) or fixed line telephone service, and only use emergency calling in the Enabled Versions of Skype Software as an absolute last resort.

2.3.5 You can find out whether limited emergency calling functionality is available in the country in which Your Business Users are located by setting the default location for emergency calling in the Call Settings page of the applicable Business Account that is using one of the Enabled Versions of the Skype Software. It is Your responsibility to ensure that this location information is correct and kept up-to-date if the physical address of Your Business User changes. Emergency calls are not supported by the Skype Software in the majority of countries around the world. If the countries in which Your Business Users are located are not supported for limited emergency calling access then the provisions of paragraphs 2.1 and 10.1.3 (A) continue to apply and You should ensure that Your Business Users do not attempt to, and agree not to, make any emergency calls using the Skype Software.

2.3.6 You acknowledge and agree that it is Your responsibility to inform, and You shall inform, Your Business Users about the service limitations and the obligations referred to in paragraph 2.3.5 above regarding the Call Settings page of their Business Account.

3. Quality, Technical Improvement and Maintenance

3.1 Quality: Skype will use reasonable endeavors to provide the Skype Products with minimum disruptions. However, Skype cannot guarantee that the Skype Products will always function without disruptions, delay or other imperfections. Since the Skype Products work over public internet lines and the PSTN, 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.

3.2 Technical improvement and maintenance: Skype may change technical features in order to keep pace with the latest demands and technological developments or to comply with any Applicable Laws. Skype may also have to repair, improve, and/or upgrade the Skype Products and this may require us to restrict, limit, suspend, interfere and/or interrupt the Skype Products at any time in our sole discretion.

4. No Reselling

Skype Products are made available under this Agreement solely for use by You and Your Business Users for Your communications purposes. The use of the Skype Products for any other purpose, and/or the resale of any Skype Products is not permitted by You or any of Your Administrators or Business Users, and You shall not (and shall ensure that Your Administrators and Business Users shall not) resell the Skype Products to any third party or use the Skype Products to provide services to any third party.

5. Charging

5.1 Recurring and Ratable Product Types

Skype makes Products available to You according to two different charging models:

(i) Skype Products that You may purchase under a monthly, quarterly or annual recurring term (“Recurring Products”).

(ii) Skype Products that You must pay for, at published prices, only when You use them (“Ratable Products”).

5.2 Recurring Products

The Recurring Products include:

(i) Subscriptions (see paragraph 12.3);

(ii) Online Numbers (see paragraph 12.1);

(iii) Group Video Calling (see paragraph 12.8); and

(iv) Skype Connect Channel subscriptions and US Minute Bundles (see paragraph 5.4).

The pricing for all Recurring Products sold through Skype Manager are available at: http://www.skype.com/intl/en/business/skype-manager/#t_pricing.

5.3 Ratable Products

5.3.1 Calling phones: If You have not purchased a Subscription, then the ability to call phones is a Ratable Product, with charges consisting of a connection fee and a per-minute rate as set out on http://www.skype.com/intl/en/prices/payg-rates/. The duration of a call for calling phones shall be based on one-minute increments. Fractions of minutes will be rounded up to the next minute. The connection fee, where applicable, will be charged when the call is answered.

5.3.2 Premium rate numbers. The charges payable for calling premium rate numbers consist of a per-minute rate available at http://www.skype.com/go/rates-premium. The duration of a call for calling premium rate numbers shall be based on one-minute increments. Fractions of minutes will be rounded up to the next minute. The connection fee, where applicable, will be charged at the beginning of the call.

5.3.3 Calls over Skype Connect: The ability to call phones over a SIP Profile is a Ratable Product (except where calls are made using a US Minute Bundle). Rates for calling phones at http://www.skype.com/intl/en/business/skype-connect/#t_pricing are payable for all outgoing calls made using Skype Connect. The minimum duration of a Skype Connect call is 30 seconds and the calling rate for the first 30 seconds is charged in advance, when the call is answered. After the first 30 seconds, Skype Connect calls are charged, in advance, at increments of 6 seconds thereafter. Fractions of less than 6 seconds will be rounded up. Skype Connect calls do not incur any additional connection fees.

5.3.4 SMS. The charges payable for sending SMS consist of a per-message rate as set out at http://www.skype.com/intl/en/prices/smsrates/ .

(i) Each SMS message has a limit of 160 characters. If a Business User types a longer message it will be broken down into several SMS messages and You will be charged accordingly for each message sent. If the Business User types a character that is not supported by the GSM character set, the format of the SMS may be converted to Unicode, which is subject to a 70 character limit per message.

(ii) Business Users can send SMS messages to more than one person at a time (subject to any restrictions on the overall number of concurrent messages that may be imposed by Skype or its partners from time to time). However, please note that You will be charged for each SMS sent.

5.3.5 Skype WiFi. The charges payable for use of this Skype Product are set out at: http://www.skype.com/intl/en/features/allfeatures/skype-wifi

5.3.6 Skype For Asterisk. 5.3.6 The rates payable for calling phones at http://www.skype.com/intl/en/prices/payg-rates/ are payable for calls made using Skype For Asterisk.

5.3.7 Skype charges fractional usage charges in thousandths of a cent for all Ratable Products During the call, charges incurred will be applied automatically against the User Account from which the call is being made. In Your Users’ Skype Accounts and in Skype Manager, Skype will display charging information rounded up to cents. When the underlying charged value is €0.00500 or more, the display will round this up to the nearest cent, whereas when the underlying charged value is less than €0.00500, the display will round this down to the nearest cent unless otherwise stated.

5.4 Skype Connect

5.4.1 You must purchase a monthly Channel Subscription in order to set up a SIP Profile and use Skype Connect. A Channel Subscription is a Recurring Product and will be charged by Skype at monthly intervals until the Channel Subscription is terminated by You or by Skype.

5.4.2 If You fail to pay the monthly recurring charge for a Channel Subscription associated with a SIP profile, that SIP Profile shall be disabled and You will not be able to make or receive calls over that SIP Profile using Skype Connect.

5.4.3 You must purchase a separate Channel Subscription for each SIP Profile that You set up.

5.4.4 The monthly fee payable for a Channel Subscription varies according to the number of concurrent calling channels that You wish to use with a SIP Profile. A SIP Profile supports from 1 to 300 concurrent calling channels. A SIP Profile can have multiple concurrent calling channels and each channel allows one inbound or one outbound call at any time.

5.4.5 Other than the monthly fee for the Channel Subscription, no additional charges are payable for receiving incoming calls on Skype Connect.

5.4.6 The fees payable for a Channel Subscription are set out at: http://www.skype.com/intl/en/business/skype-connect#t_pricing.

5.4.7 You may change the number of concurrent calling channels included in Your Channel Subscription at any time. When you change the number of concurrent calling channels this will initiate a new recurring monthly charge that applies immediately based on the new number of concurrent calling channels You have selected. Skype will re-imburse, to the Skype Manager Skype Credit balance, the outstanding fair value of the previous monthly fee that You paid for the Channel Subscription You changed.

5.4.8 When changing Your Channel Subscription in a SIP Profile that contains US Minute Bundles the Channel Subscription change policy set out in paragraph 5.4.7 shall apply. In addition any unused minutes (whether in full or in part) of a US Minute Bundle will be refunded based on the US Minute Bundle refund policy set out in paragraph 5.4.15.

5.4.9 If You cancel Your Channel Subscriptions Your remaining minutes from any US Minute Bundle will be available until Your Channel Subscription expires.

5.4.10 US Minute Bundles: A US Minute Bundle is a Recurring Product and will be charged by Skype at monthly intervals until the US Minute Bundle is terminated by You or by Skype. The fees payable for a US Minute Bundle are set out at: http://www.skype.com/intl/en/business/skype-connect#t_pricing. The minimum duration of a call using a US Minute Bundle is 30 seconds and calls of less than 30 seconds shall be deducted from Your US Minute Bundle as a 30 second call. After the first 30 seconds, such call minutes are deducted from Your US Minute Bundle, in advance, at increments of 6 seconds thereafter. Fractions of less than 6 seconds will be rounded up to 6 seconds. Unused minutes from a US Minute Bundle cannot be carried over to the next month.

5.4.11 US Minute Bundle Restrictions: The number of US Minute Bundles that You purchase cannot exceed the number of active Channel Subscriptions You have. US Minute Bundles cannot be transferred between SIP Profiles. You will not be able to use a US Minute Bundle without an active Channel Subscription in the SIP Profile to which the US Minute bundle is associated.

5.4.12 Fair Usage: US Minute Bundles are subject to a fair usage policy, described at http://www.skype.com/intl/en/legal/terms/fair_usage_minute_bundles. Skype reserves the right to change the fair usage policy at any time. Changes shall become effective when published on the Skype Website. Your continued use of US Minute Bundles after publication of the revised version shall constitute your acceptance to be bound by the terms and conditions of the revised fair usage policy.

5.4.13 Changes to US Minute Bundles: Skype reserves the right to withdraw or change the US Minute Bundle at any time. Skype will send a notification by email, stating the changes and their effective date. If You do not wish to accept these changes, You are entitled to terminate the US Minute Bundle by contacting Skype Customer Support via Your Skype Manager, with effect from the date on which the changes are due to take effect.

5.4.14 Cancellation of US Minute Bundles: You may cancel a US Minute Bundle at any time. Once You have cancelled a US Minute Bundle, You may continue to use any remaining minutes until the end of the current billing period, at which point the US Minute Bundle will be terminated.

5.4.15 US Minute Bundle Refunds: You may change the number of Your US Minute Bundle(s) at any time. If You change the number of Your Channel Subscription(s) and/or Your US Minute Bundle(s), then Skype will initiate a new recurring payment for both Your Channel Subscription(s) (see paragraph 5.4.7) and Your US Minute Bundle(s) and will refund to Your Skype Manager Skype Credit balance any unused minutes (whether in full or in part) from Your US Minute Bundle(s). US Minute Bundle refunds shall be calculated based on the total number of unused minutes divided by the number of minutes per bundle (e.g., 5000) multiplied by the purchase price paid by You per US Minute Bundle(s) in Your previous order.

5.4.16 In the event that there is, or Skype suspects that there is, any fraudulent activity or misuse of a US Minute Bundle by You and/or Your Business Users, Skype reserves the right to terminate the US Minute Bundle with immediate effect and without a refund.

5.5 Change of Charges and Tariffs

5.5.1 Skype may change the rates for calling phones, including via Skype Connect, and premium rate numbers at any time without notice to You by posting such change at http://www.skype.com/intl/en/prices/payg-rates/ and http://www.skype.com/intl/en/business/skype-connect/#t_pricing. The new rate will apply to Your next purchase after the new rates have been published. Please check the latest rates before You make Your call. If you do not accept the new rates, do not make Your call.

5.5.2 Skype may change the charges payable for the purchase of Recurring Products (such as Online Numbers) at any time without any notice to You. You can choose whether or not to accept the new charges prior to completing Your next purchase of the applicable Skype Product. The new charge will apply to Your next purchase after the adjustments have been published on the Skype Website. You agree that by continuing to use the Skype Products following the adjustments of the charges, You accept the new charges.

5.5.3 Promotional Offers: From time to time, Skype may offer paid-for products for free for a trial period. Skype reserves the right to charge you for such Skype Products (at the normal rate) in the event that Skype determines (in its reasonable discretion) that you are abusing the terms of the offer, including if you are using any service, proxy or other devices or anonymous IP address that prevents us from locating you.

5.6 Tax

15% Luxembourg VAT generally applies if You are located in the EU and if You don’t have a VAT registration number. Local taxes may apply in certain countries. When You purchase a voucher depending on the country, local VAT or other taxes may apply and may be deducted from the value of the voucher upon redemption. The territories in the EU set out below are exempt from VAT under Council Directive 2006/112/EC on the common system of VAT. The Skype Website does not enable users in such territories to take advantage of this VAT exemption and we therefore do not provide the Skype Products in such territories: Mount Athos, Canary Islands, French Overseas Departments, Aland Islands, Channel Islands, Heligoland Island, Busingen Territory, Ceuta, Melilla, Levigno, Campione d'Italia and Italian Waters of Lake Lugano. If You have Users located in such territories then You are not permitted to purchase Skype Products for use by such Users.

5.7 Collections

Customer will remain liable to Skype for all charges related to Skype Products used by Customer in accordance with this Agreement, and all the costs Skype incurs to collect those charges, including, without limitation, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.

5.8 Charging Errors

If You believe that Skype has charged You in error, You must contact us within 30 days of the charge being billed, either by clicking on the Chat Support link in Skype Manager or by emailing us at the address provided on Your invoice. No refunds will be given for any charges which were billed more than 30 days before you have contacted Skype.

6. Making Payments

6.1 Paying For Skype Products

6.1.1 You shall pay Skype any applicable charges in connection with Your purchase of Recurring Products and Your usage of Ratable Products.

6.1.2 You must first purchase Skype Credit, via Skype Manager, using one of the payment methods made available to You by Skype. You can then use the Skype Credit on Your Skype Manager to pay for Skype Products and allocate them to Your Users’ Skype Accounts. You can also allocate Skype Credit directly to Your Users’ Accounts so that Your Users can use Skype Credit to make calls, send SMSs and use Skype WiFi, as per the published rates for these Skype Products.

6.1.3 Skype Credit: To make calls to phones and to use certain other Skype Products, Your Users’ accounts need a sufficient balance of Skype Credit. In order to enable Your Users to use Ratable Products, You must first purchase Skype Credit via Skype Manager, through one or more of the payment methods made available by Skype and then allocate Skype Credit from Your Skype Manger to Your Users’ accounts. Skype reserves the right, in its sole discretion, to stop accepting debit or credit cards from one or more issuers, or to cease providing any payment method, at any time and without any prior notice to You.

6.1.4 Restrictions. Skype does not guarantee that You will be able to use Your Skype Credit balance to purchase all the Skype Products. Certain Skype Products may have to be paid for separately using a different payment method.

6.1.5 Non-Expiry of Skype Manager Skype Credit: Credit purchased by You via Your Skype Manager does not expire. With regard to refunds of the Skype Credit balance on Your Skype Manager, please refer to paragraph 7.

6.1.6 Expiry of Credit Allocated to Consumer Account. A credit balance for Skype Credit that has been allocated by You to a Consumer Account will be placed on inactive status if it is not used for a period of 180 days. This inactive credit balance can be reactivated, by the Consumer User by following the reactivation link in their My Account at http://www.skype.com/go/store.reactivate.credit. Skype Credit that has been reactivated by the Consumer User is not refundable.

6.1.7 Expiry of Credit Allocated to a Business Account: A credit balance for Skype Credit that has been allocated by You to a Business Account can be withdrawn by You, from the Business Account, and added to the Skype Manager Credit balance at any time.

6.1.8 Auto Recharge: If You have chosen to set up the Auto-Recharge feature on Your Skype Manager, Your Skype Credit balance will be recharged with the same amount and by the same payment method chosen when You first signed up for Auto-Recharge, unless you subsequently change the amount by accessing Your Skype Manager. For example, if You purchase $10 US Dollars of Skype Credit with Your credit card and You enable Auto-Recharge, the recharge amount charged to Your credit card will also be $10 US Dollars. In future the same amount will be charged to Your credit card every time Your Skype account balance goes below the threshold set by You from time to time. You can disable Auto-Recharge at any time by accessing Your Skype Manager.

6.1.9 Recurring Products and Auto Recharge. If You purchase a Recurring Product with a payment method other than credit card or PayPal, and You have enabled Auto-Recharge, Your Skype Credit balance will be recharged with the amount necessary to pay for the Product the next time it recurs.

7. Refund Policy

7.1 Skype Credit Refunds

7.1.1 Subject to paragraph 7.3, You can request a refund for unused, active and unallocated Skype Credit at any time PROVIDED Skype receives your refund request no more than 30 days from the date of the applicable payment. Once You have allocated any Skype Credit to a User Account You are not eligible for a refund of that Skype Credit. No refunds shall be given for any Skype Credit that is reactivated in accordance with paragraph 6.1.6.

7.1.2 You may purchase Skype Credit in various denominations. If You have made several transactions and You have a cumulative amount of Skype Credit on Your Skype Manager, for the purposes of this refund policy, any amount that You allocate to a User Account shall be deemed to have been allocated from the earliest active and unused transaction.

7.2 Re-imbursement of Skype Product Charges

Subject to paragraph 7.3, You can request the termination of an unexpired Recurring Product, by submitting a request to Customer Support, via Skype Manager, in accordance with paragraph 7.4 below. The purchase by a Consumer User of a Skype Consumer Product with Skype Credit that has been allocated to them by You is subject to the refund policy set out in the Consumer TOS.

7.3 Exceptions

No refunds shall be given for Skype Products that are (i) not directly acquired online from Skype (e.g. vouchers or pre-paid cards are not refundable); or (ii) paid for in cash using third party payment methods. If You purchase Skype Products via a third party partner of Skype, any refund requests should be submitted to such partner and not Skype. The partner may decide in its sole discretion whether or not to pay a refund.

7.4 Refund Requests

7.4.1 How to request a refund. You can request a refund by contacting Skype Customer Support via Your Skype Manager. Refund requests carried out through any other means shall not be valid.

7.4.2 Skype Credit. If You are eligible for a refund of Skype Credit in accordance with paragraph 7.1 above, Skype will refund You the balance of Your unused, active and unallocated Skype Credit.

7.4.3 Skype Credit Refund Methods. All refunds shall be paid either through the original payment method used, or any other reasonable payment method to be determined by Skype in its sole discretion.

7.4.4 Re-imbursement of Skype Product Charges. If You are eligible for a re-imbursement against any Recurring Product charges, in accordance with paragraph 7.2 above, Skype will terminate the Skype Product in question and will re-imburse, to Your Skype Manager’s Skype Credit balance, the remaining value of Your Recurring Product, calculated on a pro rata basis.

7.4.5 Reservation of Rights. Skype reserves the right to deny repetitive refund requests and to terminate this Agreement with immediate effect in the event of any abuse by You of this refund policy.

8. Skype Manager

8.1 CLI

8.1.1 Business Accounts. You can allocate an Online Number to a Business Account and use it as the CLI for that Business Account. You may purchase an Online Number and allocate it to a Business Account as the CLI for that Business Account. No mobile or landline numbers can be allocated to a Business Account as a CLI.

8.1.2 Skype Connect. You may allocate a Landline Number as a CLI for a SIP Profile provided always that: (i) the Company has requested verification via their Skype Manager and that verification request has been approved by Skype; (ii) the Landline Number is allocated to the Company or it is authorized to use such number (and has obtained written consent to such use); (iii) the number is in use and capable of receiving calls; and (iv) CLI is supported in the country in which the Company or its Business Users are located. Such number will be shown as the CLI for all calls made using that SIP Profile. You agree to inform Skype immediately if any of the information You provide or confirm in connection with Landline Number CLI ceases to be correct. Allocating an unauthorized number as a CLI shall constitute a material breach of this Agreement and may result in criminal and civil liability against You. CLI is not available in all countries and Skype does not guarantee that the landline number allocated shall be shown as a CLI at all times.

8.2 Business Accounts and Skype Products.

Business Users cannot obtain any Skype Products themselves. All Skype Products must be purchased by You and allocated to a Business Account in accordance with this Agreement. If You do not want to allow Your Business Users to use any of the Skype Products made available through their Business Account (such as Call Forwarding, file transfer or SkypeFind), it is Your responsibility to communicate such restrictions to them.

8.3 Online Numbers

8.3.1 Provision of Online Numbers is subject to applicable numbering rules and regulatory practices which may change or be amended from time to time. Skype reserves the right to change the terms related to Online Numbers accordingly, including without limitation to impose or amend local residency requirements and/or to require the provision of further user information for continued access to defined Online Numbers.

8.3.2 You may purchase and allocate Online Numbers to a Business Account and/or a SIP Profile subject to compliance with the allocation requirements displayed upon subscription to the Online Numbers. In particular You are responsible for compliance with any requirements related to the address and/or the location of the Company and Business Users.

8.3.3 You are responsible for notifying any applicable terms of service to Administrators and Business Users who are allocated the Online Number, and for ensuring that the Administrators and Business Users comply with such terms. Skype reserves the right to cancel the subscribed Online Numbers in case of breach by You, Your Administrators or Business Users of the applicable terms of service, including the allocation requirements, without compensation.

8.3.4 You shall also comply with the additional terms applicable to Online Numbers at paragraph 12.1 below.

8.3.5 Online Numbers allocated by You for use with a Business Account or a SIP Profile can be withdrawn by You from that Business Account or SIP Profile and allocated to a different Business Account or SIP Profile, but not to a Consumer Account.

8.3.6 A Consumer User may purchase their own Online Number in accordance with, and subject to the terms of, the Consumer TOS.

8.3.7 You may no longer purchase Online Numbers for the purpose of allocating them to a Consumer Account. Online Numbers that were purchased prior to August 2009 including numbers that have not yet been allocated may continue to be allocated to a Consumer Account, subject to paragraph 8.3.5 above.

8.4 Personal and Traffic Data

You shall inform each User that You and Your Administrators may obtain and use their personally identifiable information and traffic data. You acknowledge and agree that You shall process (and shall ensure that Your Administrators shall process) such personally identifiable information and traffic data in accordance with all applicable data protection laws. You represent and warrant to keep all such personal and traffic data confidential and use and protect it strictly in compliance with applicable data protection laws.

8.5 No Unsolicited Communications

Under no circumstances shall You send (or allow Your Administrators and/or Business Users to send) unsolicited commercial communications. You shall not (and You shall ensure that Your Administrators and/or Business Users shall not) send or procure the sending of any communications, including email messages on behalf of, or purporting to originate on behalf of, Skype. You agree that You will comply with all applicable laws concerning marketing, advertising, sending communications or similar activities, in connection with Your use of any Skype Products.

8.6 Consumer Accounts

8.6.1 The use of any existing Consumer Accounts that are a member of Your Skype Manager, including the Skype Software and Skype Consumer Products by a Consumer User, shall be governed by the terms of the Consumer EULA and Consumer TOS that is accepted by the applicable Consumer User.

8.6.2 You may no longer invite any additional Consumer Accounts to become a member of Skype Manager. You can only create new Business Accounts.

8.6.3 If You purchase Skype Credit and allocate it to a Consumer Account, then any use of such Skype Credit for calls to phones and/or subsequent purchases of any Skype Consumer Products made by the Consumer User of such Consumer Account shall be governed by the Consumer TOS. A Consumer User may also purchase Skype Credit on their own behalf in accordance with the Consumer TOS.

9. Third Party Partners and Content

9.1 Provision of Skype Products by Third Party Partners

9.1.1 In some countries the Skype Products may be provided by Skype’s third party partner in which case You will be asked to accept the partner’s own terms and conditions. If You do not accept such terms and conditions You will not be able to use the Skype Products. In the event of any inconsistency, ambiguity or conflict between the paragraphs of this Agreement and the paragraphs of the third party partner’s terms and conditions, the third party partner’s terms and conditions shall apply to the extent that is necessary to resolve the conflict or inconsistency.

9.1.2. You may purchase third parties’ content, products or services available on Skype.com, including games, applications, images, ring tones, or avatars to personalize Your Skype Software interface. Such third party products and services may be subject to the third party provider’s own license agreement and privacy policy that You have to accept upon download or installation. If You encounter any problems upon payment, download or installation, please contact Skype Customer Support via Your Skype Manager.

9.1.3 Your Business Users may also upload or make available various content that You purchased or Your Business Users received for free from third parties. Before posting any content, You shall check (and You shall ensure that Your Business Users shall check) the conditions imposed by the content providers (if any) and make sure that the use of this content complies with such conditions. In any event You and Your Business Users must have permission from the rightful owner to post the material. If You do not want to allow Your Business Users to upload or make available any such content, then it is Your responsibility to restrict them from doing so.

9.1.4 Skype reserves the right to remove without notice any content that infringes or may infringe a third party’s right and/or is unlawful, obscene, pornographic, defamatory, libelous, threatening, hateful, racially or ethnically offensive or otherwise inappropriate.

9.1.5 Notwithstanding anything herein to the contrary, Skype shall have no liability to You arising out of Your use of any third party’s products.

10. Disclaimers, Limitation of Liability and Indemnity

10.1 Disclaimers

10.1.1 THE SKYPE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SKYPE, ITS LICENSORS, THIRD PARTY SUPPLIERS, 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 PRODUCTS 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 PRODUCTS. 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.

10.1.2 CONTENT. SKYPE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SKYPE PRODUCTS (INCLUDING, WITHOUT LIMITATION, PUBLIC CHATS, CALLS TO PREMIUM RATE NUMBERS) OR ANY CONTENT, SKYPE PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES REFERRED TO IN PARAGRAPH 9 ABOVE. 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, SKYPE PRODUCTS OR SERVICES.

10.1.3 EMERGENCY SERVICES. EXCEPT AS PROVIDED FOR IN THE LIMITED CIRCUMSTANCES SET OUT IN PARAGRAPH 2.3, NEITHER THE SKYPE SOFTWARE NOR THE SKYPE PRODUCTS SUPPORT OR CARRY, AND THEY ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. 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:

(A) WHERE NO EMERGENCY CALLING IS ENABLED:

THE INABILITY OF YOU AND YOUR BUSINESS USERS TO USE THE SKYPE SOFTWARE TO CONTACT EMERGENCY SERVICES, OR
YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES IN ACCORDANCE WITH PARAGRAPH 2.1 ABOVE;

(B) WHERE LIMITED EMERGENCY CALLING IS ENABLED:

SERVICE LIMITATIONS SET OUT IN PARAGRAPH 2.3, OR
YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES IN ACCORDANCE WITH PARAGRAPH 2.3, OR
YOUR FAILURE, OR YOUR BUSINESS USERS’ FAILURE, TO PROVIDE ACCURATE PHYSICAL LOCATION INFORMATION TO AN EMERGENCY SERVICES OPERATIVE, OR
CONDUCT OF THIRD PARTY EMERGENCY SERVICES OPERATIVES AND CALLING CENTRES TO WHOM YOU MAY BE CONNECTED.

10.1.4 BUSINESS USERS AND ADMINISTRATORS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH YOUR BUSINESS ACCOUNTS BY YOUR BUSINESS USERS AND/OR YOUR ADMINISTRATORS, 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 BUSINESS USERS AND/OR YOUR ADMINISTRATORS THROUGH THE SKYPE PRODUCTS. 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.

10.1.5 Force Majeure You acknowledge and understand that if Skype is unable to provide the Skype Products 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.

10.2 LIMITATION OF LIABILITY

10.2.1 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, PUNITIVE OR CONSEQUENTIAL DAMAGES; ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS.

10.2.2. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, SKYPE’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).

10.2.3 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.

10.2.4 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.

10.3 Indemnification YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SKYPE AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SKYPE PRODUCTS OR BREACH OF THIS AGREEMENT, BY YOU, YOUR ADMINISTRATORS AND/OR BUSINESS USERS.

11. Term, Termination and Update

11.1 Duration. 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.

11.2 Termination

11.2.1 Termination by You. You may terminate Your relationship with Skype at any time by ceasing to use the Skype Software, Skype Manager and any Skype Products. In connection with any termination by you pursuant to this Section 11.2.1, You understand and agree that is Your responsibility to cancel any recurring payments with your payment provider.

11.2.2 Termination by Skype. Skype may terminate its relationship with You, or may terminate or suspend Your use of the Skype Software, Skype Manager, Business Account(s) or Skype Products at any time: (i) if You are in breach of these Terms; (ii) if Skype reasonably suspects that You are using the Skype Software, Skype Manager, Business Accounts and/or the Skype Products to break the law or infringe third party rights; (iii) if Skype reasonably suspects that You are trying to unfairly exploit or misuse the refund policy, or any of the Skype policies; (iv) if Skype reasonably suspects, that You are using the Skype Products, Skype Manager or Skype Software fraudulently, or that Your Business Accounts are being used by a third party fraudulently; (v) if You have purchased Skype Credit from an unauthorized reseller; (vi) for a Force Majeure event that continues for more than ten (10) days notice; (vii) if You fail to pay any amounts due to Skype; (viii) if required due to a change in laws/regulation by a regulator or authority with a lawful mandate, or by any of Skype’s partners; (ix) in respect of a particular Skype Product, on thirty (30) days notice if Skype decides to cease offering that Product; and (x) on thirty (30) days notice, if Skype decides to cease offering the Skype Software to users in Your jurisdiction generally. Skype shall effect such termination by preventing Your access to Your Skype Manager, Business Accounts, the Skype Software and/or the Skype Products (as applicable).

11.2.3 Termination for Convenience. In addition to any other termination rights herein, Skype may terminate this Agreement, and/or may terminate or suspend Your use of the Skype Software, Skype Manager, Business Account(s) or Skype Products, for any reason by providing You with thirty (30) days notice of such termination.

11.2.4 Consequences of Termination. Upon termination of Your relationship with Skype: (i) all licenses and rights to use the Skype Software, Skype Manager and Skype Products shall immediately terminate; (ii) You will immediately cease any and all use of the Skype Software, Skype Manager and Skype Products; and (iii) You will immediately remove the Skype Software from all hard drives, networks and other storage media and destroy all copies of the Skype Software in Your possession or under Your control. Skype reserves the right to cancel Business Accounts that have been inactive for more than one (1) year.

11.3 Update. Skype reserves the right to modify this Agreement at any time. By using the Skype Products You agree that Skype may provide You with notice of a change to this Agreement by posting the change on skype.com, in Your Skype Manager, by e-mail, by posting the modified Agreement on the relevant legal pages of Skype.com or by any other means of communication. Such notices will be effective and binding on You on the date that they are posted and Skype is not required to provide You with further notice in order for You to continue using the Skype Products. If You do not accept these changes, then You must terminate Your use of the Skype Products and Skype Software immediately. You can find the latest version of this Agreement at http://www.skype.com/go/business.terms .

12. Product-Specific Terms

12.1 Online Number and Skype To Go

12.1.1 Availability of Online Number and Skype To Go number: If You are eligible for, and have subscribed for an Online Number or a Skype To Go number, it will be made available for You to use as soon as reasonably possible after You have completed the payment. In certain countries, the number may be made available to You by Skype’s partner instead of Skype, and You may need to enter into a separate agreement with such partner. You acknowledge and understand that the availability and distribution of the number does not constitute any transfer of any property or other rights with respect to the numbers.

12.1.2 Termination of numbers: Skype is entitled to refuse to make available, change or terminate any number made available to You at any time for any reason, including but not limited to:

(i) if You or Your Administrators or Business Users don’t comply with this Agreement or any of the applicable Additional Terms;

(ii) if You or Your Administrators or Business Users don’t comply with any instructions given by Skype and/or its partners in relation to the Skype Products; and/or

(iii) if the number is withdrawn, terminated or changed by any of Skype’s partners for any reason.

12.1.3 Changes to numbers: In the event that Skype changes the Online Number or Skype To Go number that has been made available to You, Skype will send a notification by email, stating the effective date of the change and Your new number. If You do not wish to accept this new number, You are entitled to terminate Your number, by contacting Skype Customer Support via Your Skype Manager, with effect from the date on which the new number will be allocated to You.

12.1.4 Your co-operation: You agree that You will (and You shall ensure that Your Administrators and Business Users will):

(i) comply with any reasonable instructions given by Skype or Skype's partners with regard to the use of the numbers and the Skype Products including but not limited to compliance with any terms of service of Skype’s partners;

(ii) provide accurate and complete information with regard to Your and Your Business Users’ place of residence and use of the number(s), and such other information as may reasonably be required from time to time by Skype.

12.2 Skype WiFi Skype WiFi is provided by one of Skype’s wifi partners. The use of Skype WiFi by Your Business Users is subject to the third party terms and conditions of the applicable partner.

12.3 Subscriptions

12.3.1 You may purchase, allocate and pay for a Subscription via Your Skype Manager. A Subscription is a Recurring Product and therefore Your purchase of a Subscription will result in recurring charges being applied at monthly, quarterly or annual intervals (as defined by You at the time of purchase of the Subscription) until the Subscription is terminated by You or by Skype.

12.3.2 Subscriptions are for individual use only. A Subscription may only be purchased for use with a Business Account where the Business Account is allocated to a specific Business User for Individual Use, and such Business User is prohibited from sharing the Subscription with any other User. Use of a Subscription for Shared Use with a Business Product is prohibited. You shall ensure that Your Business Users comply with these restrictions at all times. If you purchase a Subscription and allocate it to a Consumer Account or a Business Account in accordance with this paragraph 12.3.2, You are not able to withdraw a Subscription once allocated to a Skype Account.

12.3.3 Fair Usage. Most Subscriptions are subject to Skype’s fair usage policy at http://www.skype.com/intl/en/legal/terms/fair_usage/. Calls to phones and Skype To Go calls are included in a Subscription, subject to the fair usage policy. Skype reserves the right to change the fair usage policy at any time. Changes shall become effective when published on the Skype Website. Your continued use of your subscription after publication of the revised version shall constitute your acceptance to be bound by the terms and conditions of the revised fair usage policy.

12.3.4 Changes to Subscriptions. Skype reserves the right to withdraw or change the Subscriptions at any time. If Skype changes the Skype Products included in a Subscription, Skype will send a notification by email, stating the changes and their effective date. If You do not wish to accept these changes, You are entitled to terminate the Subscription by contacting Skype Customer Support via Your Skype Manager, with effect from the date on which the changes are due to take effect.

12.3.5 Cancellation of Subscriptions. You may cancel a Subscription at any time. Once You have cancelled a Subscription, the User to whom that Subscription was allocated may continue to use that Subscription until the end of the current billing period, at which point the Subscription will be terminated.

12.3.6 In the event that there is, or Skype suspects that there is, any fraudulent activity or misuse of a Subscription by You and/or Your Business Users, Skype reserves the right to terminate the Subscription with immediate effect and without a refund.

12.4 SMS

12.4.1 This Skype Product is available to all Business Users. A Business User is charged per SMS for all SMS text messages sent from Skype to SMS-enabled numbers worldwide – see http://www.skype.com/intl/en/allfeatures/sms for full details of the functionality and destinations available.

12.4.2. SMS is not available through certain applications.

12.4.3 You shall ensure that Your Business Users shall not send any unsolicited SMS and/or SMS containing commercial material or material over which they do not have rights of dissemination.

12.4.4 If Skype cannot (for whatever reason) send an SMS, its status will be shown as “pending”. Skype will continue to try and send the message for up to 24 hours and if we cannot properly send the message within this timeframe then the SMS charge will be refunded automatically.

12.5 Calls to premium rate numbers

12.5.1 Premium rate numbers. Calls can be made to premium rate numbers in order to get access to third party content. Such content can consist of information services, helpline services, entertainment, competition or other types of content made available by third parties to Your Business Users.

12.5.2.Limited availability. Calls may only be made to certain premium rate numbers and Skype may enable or disable premium rate numbers at any time at its sole discretion.

12.5.3 Responsibility for unauthorized use. You are solely responsible and liable for all activities conducted through Your Business Accounts, including any calls to premium rate numbers, even if such activities were to occur without Your permission.

12.5.4 Subscriptions not applicable. Please note that calls to premium rate numbers are Ratable Products only and are not included in any Subscriptions even when calls to phones are covered by such Subscriptions.

12.5.5 No responsibility for the content. All content delivered to You through premium rate numbers is provided by third parties unrelated to Skype. You acknowledge that Skype does not control, monitor or have knowledge of any part of such content which is entirely the responsibility of the third party service provider from whom it originates. That means it is possible that You could be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable.

12.5.6 Support. If You encounter any problems upon calling premium rate numbers, please contact Skype Customer Support via Your Skype Manager.

12.6 Voicemail Limits of usage. Skype may from time to time introduce, remove or amend limitations to the use of the Voicemail Skype Product including, without limitation, message storage time, number of messages and message length.

12.7 Spinvox for Skype

12.7.1 Spinvox for Skype is a Ratable Product that enables voicemail messages on Skype to be converted to text and sent to a Business User’s mobile via SMS text messages.

12.7.2 If a voicemail exceeds a single SMS in length, the message will be delivered as a series of consecutive SMS messages of up to approximately 153 characters each. The total length of delivered messages is limited to 3 SMS messages, which means that a long voicemail may not be converted in its entirety.

12.7.3 You will be charged for each and every SMS that is needed to convert the voicemail. You will be charged for any voicemail that is recorded and converted to SMS regardless of whether or not the caller actually leaves a message, in which case the User will receive an SMS explaining that the voicemail couldn’t be converted to SMS. Skype reserves the right to charge for any undelivered SMS message.

12.7.4 The charges payable by You for this Ratable Product are set out at: http://www.skype.com/go/voicemail

12.7.5 Only voicemails in English, French, German and Spanish will be converted to text.

12.8 Group Video Calling

12.8.1 Group Video Calling Recurring Product. Group Video Calling is a Recurring Product that enables You or Your Users to make group video calls from Skype Accounts (“Group Video Calling”). You may purchase, allocate and pay for Group Video Calling via Your Skype Manager

12.8.2 Individual Use. Group Video Calling is for Individual Use only. Group Video Calling may may only be purchased for use with a Business Account where the Business Account is allocated to a specific Business User for Individual Use and such Business User is prohibited from sharing Group Video Calling with any other User. Use of Group Video Calling for Shared Use with a Business Product is prohibited. You shall ensure that Your Business Users comply with these restrictions at all times. If you purchase a Group Video Calling Product and allocate it to a Consumer Account or a Business Account in accordance with this paragraph 12.8.2, You are not able to withdraw it from that Skype Account.

12.8.3 Fair Usage Policy. Group Video Calling is subject to a fair usage policy, described at http://www.skype.com/intl/en/legal/terms/gvc-fair-usage . Skype reserves the right to change the fair usage policy at any time. Changes shall become effective when published on the Skype Website. Your continued use of Group Video Calling after publication on the Skype Website shall constitute your acceptance to be bound by the terms and conditions of the revised fair usage policy.

12.8.4 No Screen Sharing. Screen sharing is not possible with Group Video Calling.

12.8.5 Number of Participants. You may choose monthly, quarterly or annually recurring terms for Group Video Calling. The number of permitted participants on a group video call varies from 3 to a maximum of 10, subject to the system requirements of Your Business User’s PC or device. You can find more details at www.skype.com/intl/en/business/group-video.

12.8.6 Audio Conversion. If Group Video Calling terminates during a group video call, or it has exceeded the fair usage limit, or the owner of the Group Video Calling Product leaves the call (and there is no other participant on the call who owns a Group Video Calling Product), then the call will convert from video to audio.

12.8.7 Skype Software Versions. Not all versions of the Skype Software are able to support Group Video Calling. You may need to upgrade to a version of Skype Software that is able to support Group Video Calling before You or Your Business Users can use Group Video Calling and/or before You or Your Business Users can participate in a group video call. If a participant of a group video call is not on a version of Skype Software that supports Group Video Calls, then the call will be an audio call only for that participant. For details of the system requirements for Group Video Calling, please see http://www.skype.com/go/skypepremium.requirements.

13. Business recommendations (SkypeFind)

13.1 Guidelines You understand and agree that You will be solely responsible for the content that You, Your Administrators and Your Business Users post on the directory of business recommendations. You acknowledge and agree that You shall follow (and shall ensure that Your Administrators and Business Users shall follow) the following guidelines:

13.1.1 This is a business directory. You may not include any non-business number;

13.1.2 Please check the information You submit to make sure it is correct and accurate. You may not knowingly submit false information;

13.1.3 When reviewing a business, You can include truthful comments that reflect Your opinion about the business. You may not make defamatory, aggressive or exaggerated comments;

13.1.4 When entering keywords, You should only include keywords that are relevant, objective and pertinent in describing the business;

13.1.5 You should not submit comments or keywords or any information that is unlawful, offensive, abusive, indecent, obscene, racist, discriminatory or menacing or which does, or is intended to, cause annoyance, inconvenience or worry, or which is fraudulent or defamatory.

13.2 Content You understand that Skype has no control over the content made available in business recommendations and that it is not able to and does not monitor such content. Skype can therefore not guarantee the accuracy, veracity, integrity or quality of the content made available in its business directory. Consequently, the possibility exists that You will see or hear (and Your Business Users and Administrators will see or hear) offensive, inaccurate, false or otherwise undesirable content. Skype disclaims any and all responsibility or liability in relation to the content made available.

13.3 Guideline Violations If You, Your Administrators and/or Your Business Users believe a posting violates one or more of these guidelines, You may edit (or allow Your Administrators or Business Users to edit) the posting as You deem appropriate to fix it.

13.4 Rights Reserved Skype reserves the right to ban temporarily or permanently any Users who breach these guidelines. If, for any reason, You, Your Administrators or Business Users cannot correct the issue, You, Your Administrators or Business Users may notify Skype by using the “Report a concern” link for an individual listing. Skype will determine, at its sole discretion, whether the complaint is valid and may take any action that it thinks is appropriate. Skype has the right to remove any listing at any time from SkypeFind at its sole discretion.

14. Skype on a Mobile

14.1 Using Skype Software mobile applications Where available, Business Users are able to use some of the Skype Products (such as calling phones, Internet messaging (chatting), and making and/or receiving of Skype-to-Skype calls), through the Skype mobile application and through other Skype Software mobile applications. The use of Skype Software through mobile applications is only available to certain users. Check www.skype.com/go/mobiledownload for functionality available to You. Skype reserves the right to add or withdraw functionality available for Skype Software mobile applications at any time. To enable and use Skype Software mobile applications, Your Business Users will need access to a cellular data network. They will also need to download and install the appropriate mobile/cellular version of Skype Software onto their mobile device.

14.2 Skype Partners. Parts of the functionality for Skype Software mobile applications may at times be offered to You by Skype's partner instead of Skype, in which case You may be required to enter into a separate agreement with such partner.

14.3 Charges. Communications on Skype Software mobile applications will use some of the data allowance available on the data package for which the Business User has subscribed with their mobile network operator.

14.4 Limited availability and usage It is possible that some of the functionality for Skype Software mobile applications is not available globally. Furthermore, it is possible that usage of Skype Software mobile applications is cost effective within defined territories only. You understand that it is in Your own interest to use and allow Your Business Users to use Skype Software mobile applications only as recommended by Skype. Out-of-country usage may lead to significantly higher costs than regular usage, and You are solely responsible for keeping Yourself and Your Business Users informed, and paying for possible roaming and other applicable charges levied by mobile network operators.

14.5 Calling Party Identifier You understand and agree that if a Business User makes a call using a Skype Software mobile application, the recipient of the call may see either the User’s Skype ID or their mobile/cell phone number.

15. Miscellaneous

15.1 Entire Agreement The terms and conditions of this Agreement and BEULA 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.

15.2 Partial Invalidity If any provision of this Agreement, 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 Agreement as a whole, the legality, validity or enforceability of the remainder of the Agreement (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 Agreement or by law shall not constitute a waiver of that right, power or remedy. If Skype waives a breach of any provision of the Agreement 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 Agreement or any rights hereunder. Skype is allowed at its sole discretion to assign the Agreement 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 California and shall be subject to the exclusive jurisdiction of the courts of Santa Clara County, California, and construed in accordance with the English language.

15.6 Language The original English version of the Agreement 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 10 and 11 of this Agreement, and any other provision of the Additional Terms which are expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.