Skype’s Content Provider’s Terms of Service and Use Agreement

Section 1. DEVELOPMENT PROCESS

1.1 Scope and Purpose of Agreement. Content Provider intends to use Company’s Platform for developing, deploying, and supporting Voice Services. Voice Services consist of both Free Voice Services and Chargeable Services to be made available to Skype to distribute to Skype End Users.

1.2 Development of Voice Services. Content Providers will develop applications for Voice Services to be utilized and/or hosted on Platform and tested in closed sessions via the Skype Software. All access to and use of the Voice Services Program by Content Providers during development of Voice Services and following the commercial public launch thereof shall be governed by the terms hereof.

1.3 Beta Stage. During the Beta Stage, Company shall make available to Skype minutes for the purpose of testing the interconnection and reliability of Company’s and Skype’s networks to ensure that End Users can be properly and effectively billed for accessing the Voice Services. During the Beta Stage ,Voice Services shall be distributed to End Users free of charge and thereafter distribution of such Voice Services shall be on a pay basis.

1.4 Commercial Launch of Voice Services. Prior to any commercial public launch of any Voice Services, Content Provider will permit Company to first review and approve all Voice Services based upon criteria previously determined by Company and Skype to be the appropriate criteria for the specific Voice Services and for which Company has received prior notice of such launch from Skype. If approved by Company, then the Content Provider’s Voice Services will go to Skype for final approval, which approval may be withheld or delayed in Skype’s sole discretion. After Skype’s final approval of Voice Services, Content Provider shall be permitted to launch the Voice Service to End Users as set forth on the Skype Site. Prior to the launch of Voice Services, Content Provider shall be required to create, and Company must approve, support material, including among other things, a user’s manual for Voice Services which is accessible to End Users, along with an FAQ and short product description to accompany the Voice Service.

1.5 Distribution of Revenue from Voice Services. Revenues derived from distribution of Chargeable Voice Services shall be shared among Skype, Company and Content Provider as described in Section 2 below. Revenues derived from distribution of Free Voice Services shall be shared between Skype and Company as described in Section 2 below.

1.6 Licenses to Skype Software. Content Provider’s use of the Skype Software is subject to all terms and conditions included in the applicable end user license agreement accompanying such Skype Software.

1.7 No Implied Licenses. Except as expressly set forth in this Agreement, neither party grants to the other any right, license, release or immunity, directly or indirectly, express, implied or by estoppel, in or to any other Intellectual Property Rights of the other.

1.8 License Grant. Effective upon public launch of any Voice Services, Content Provider, grants to Skype and all End Users the right and license to use the Voice Services in consideration of the payment set forth herein and on the Skype Site.

Section 2. CHARGEABLE SERVICE COMPENSATION AND FREE SERVICE FEES

2.1 Chargeable Service Revenue Share. If a Chargeable Voice Service is commercially launched after the Beta Stage as set forth in Section 1 above, the Content Provider will determine a Chargeable Service Per Minute Fee to be charged to End Users in accordance with Section 2.2, below which shall not be less than the Minimum Chargeable Service Fee Per Minute. End Users will pay the Chargeable Service Per Minute Fee using SkypeOut Credits purchased by such End Users and managed by Skype. Skype shall be responsible for the collection and distribution of the Chargeable Service Revenues generated by the Chargeable Voice Services. The actual amount of time for use of any Chargeable Voice Services shall be rounded up to the nearest whole minute. Skype shall receive 30% of all Chargeable Service Revenue, Company shall receive 70% of all Chargeable Service Revenue, and Content Provider shall look exclusively to Company for its compensation hereunder. Content Provider acknowledges that Skype may, at its own absolute discretion, refund any charges that have been paid by the End User. Such refunded amounts will be deducted from the calculation of Chargeable Service Revenue prior to distribution to Company and/or Content Provider.

2.2 Determination of Chargeable Service Per Minute Fee. Each Content Provider who launches an approved Chargeable Voice Service pursuant to the procedure set forth on the Skype Site shall determine and agree with Company a Chargeable Service Per Minute Fee charge for use and access to such Chargeable Voice Service in the manner set forth on the Skype Site. Such Chargeable Service Per Minute Fee must be provided in all currencies that Skype supports. In the event such Chargeable Service Per Minute Fee is not provided by the Content Provider in all currencies that Skype supports, Skype shall determine the appropriate Chargeable Service Per Minute Fee (but not less than the Minimum Chargeable Service Fee Per Minute) based on current exchange rates. In the event a Content Provider wishes to increase the Chargeable Service Per Minute Fee, in any or all supported currencies, such Content Provider shall notify Skype 45 days in advance. When calculating the Chargeable Service Per Minute Fees to be charged for use of Chargeable Voice Services, the actual number of minutes of use shall be rounded up, per call, to the nearest whole minute.

2.3 Payment of Free Service Fees. If a Free Voice Service is commercially launched after the Beta Stage as set forth in Section 1, above, the Company and Skype will determine a Free Service Per Minute Fee to be charged to Content Providers in accordance with Section 2.4, below. Content Providers will pay the Free Service Per Minute Fee directly to the Company. Content Providers will be invoiced by Company on a monthly basis.

2.4 Determination of Free Service Per Minute Fee. Each Content Provider who launches an approved Free Voice Service pursuant to the procedure set forth on the Skype Site shall be charged a Free Service Per Minute Fee, set by Company and Skype, for use and access to such Free Voice Service in the manner set forth on the Skype Site. When calculating the Free Service Per Minute Fees to be charged for use of Free Voice Services, the actual number of minutes of use shall be rounded up, per call, to the nearest whole minute.

2.5 Expenses. Skype shall have no liability for Content Provider’s expenses, and Content Provider shall not look to Skype for such reimbursement. Content Provider shall be responsible for the payment of all taxes of any kind which are attributable to the compensation it receives for developing Voice Services.

Section 3. CONFIDENTIAL INFORMATION

3.1 General. During the Term, Content Provider may become aware of information that Skype deems to be confidential. Content Provider shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of Skype. The foregoing obligation, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of Content Provider, hereafter disclosed in publicly available sources of information, (iii) is now in the possession of Content Provider without any obligation of confidentiality, or (iv) has been or is hereafter rightfully disclosed to Content Provider by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. In its performance hereunder, Content Provider shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation.

3.2 Agreement. Content Provider further agrees that the terms of this Agreement shall be deemed Confidential Information and shall not now or hereafter divulge these terms to any third party except: (a) with the prior written consent of Skype; (b) as otherwise may be required by law, legal process or generally accepted accounting principles; or (c) in confidence to its legal counsel, accountants or other similarly situated advisors, in each case, only where such persons or entities have a legitimate need to know such Confidential Information and are under appropriate nondisclosure obligations.

Section 4. PROPRIETARY RIGHTS

Any Voice Service developed by Content Provider shall at all times remain the property of Content Provider, subject to the terms and conditions of the end user license agreement accompanying the Skype Software. At any time that Content Provider agrees to make the Voice Service available to End Users pursuant to the procedure set forth on the Skype Site, Content Provider hereby grants to Skype, its Affiliates and End Users, a non-exclusive, worldwide, royalty-free license, during the Term, to use or have used Content Provider’s Voice Service, subject to the terms of this Agreement.

Section 5. TERM

The Term of this Agreement shall begin upon Content Provider’s participation in the Voice Services Program, and may be terminated at any time by either party without cause. Neither party will have any liability or obligation to the other for terminating this Agreement without cause.

Section 6. CONTENT PROVIDER’S WARRANTIES

Content Provider represents that by participating in the Voice Services Program, it agrees with the terms of this Agreement. Content Provider further represents that with respect to any Voice Services supplied by Content Provider hereunder, such Voice Services shall be Content Provider’s (or Content Provider’s employees) original creation (except for material in the public domain and/or material furnished by or included at Skype’s direction); such Voice Services do not and will not infringe upon, or violate the rights of any kind, including any copyright, patent, trade mark, trade secret of any person or defame or violate any right of privacy of any person; and such Voice Services are not the subject of any litigation or claim that might give rights to litigation. Content Provider further represents and warrants that (i) material furnished will be new, merchantable, free from defects in design, material and workmanship and will conform to and perform in accordance with all specifications drawings and samples; and (ii) all services will be performed in a first class, professional manner. Content Provider represents and warrants that if Content Provider is a corporation, firm or other entity, (i) Content Provider is in good standing under the laws of the state of its incorporation and is qualified to do business in the State in which the services are to be provided; (ii) Content Provider has a written contract with the person or persons performing the services on behalf of Content Provider entitling Content Provider to furnish such person’s or persons’ services pursuant to the provisions hereof, (iii) Content Provider is not now and will not during the full term hereof be in breach of or in default under said contract with such person or persons, and (iv) Content Provider will fully discharge all of its obligations to the person or persons performing the services.

Section 7. INDEPENDENT CONTRACTOR; DAMAGES; THIRD PARTY AGREEMENTS; TAXES; INDEMNITY

Content Provider is and shall be deemed to be an independent contractor of Skype and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto, or constitute either party the employee or agent of the other. Skype shall not be responsible for any damage to or loss of any equipment belonging to Content Provider which may occur in the course of the performance of services. Content Provider acknowledges that nothing in this Agreement gives Content Provider the right to bind or commit Skype to any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. Furthermore, Content Provider warrants and represents that Content Provider is solely liable for and shall pay all applicable taxes on all amounts earned pursuant to this Agreement. Content Provider further agrees to indemnify, defend (with counsel acceptable to Skype) and hold harmless Skype, and its licensees, employees, agents, successors and assigns from and against any and all liability (including attorneys’ fees) which it or they may incur regarding the payment of taxes for Content Provider’s services. Content Provider will indemnify and hold Skype, its licensees, employees, agents, successors and assigns from and against any and all claims, actions, losses, damages and expenses (including attorneys’ fees) arising out of or caused by a breach or threatened breach of any of Content Provider’s representations, warranties, undertakings or agreements hereunder.

Section 8. CONSULTANT EMPLOYEE OBLIGATIONS

If Content Provider is a corporation, firm or other entity, Content Provider shall discharge all obligations of an employer to its employees providing services hereunder including, but not limited to, the payment to its employees of not less than minimum compensation under any applicable law, guild or union agreement, the payment of pension, health and welfare contributions required under any applicable guild or union agreement, the withholding and reporting of contributions, insurance deductions and applicable taxes required by law, including payroll taxes and unemployment insurance and providing workers compensation insurance.

Section 9. USE OF TRADEMARKS

9.1 No Endorsement. Content Provider shall not make any statements to the effect or which imply that Content Provider's products are "certified" by Skype or that Skype guarantees the performance of such products.

9.2 Use of Content Provider's Name. If a Voice Service of Content Provider is launched on the Skype Site, Content Provider agrees and hereby grants to Skype and its Affiliates, its permission, during the Term, to publicly disclose and identify the participation of Content Provider in Skype's documentation, press releases, the Skype Site, brochures or collateral materials.

9.3 Use of Skype's Name. Content Provider shall not use Skype's name, logos, or trademarks to market products without Skype's written permission. All use of Skype's name, logos or trademarks shall be subject to the applicable then-current Skype Branding Guidelines Manual.

Section 10. TOOLS AND EQUIPMENT

Unless otherwise specifically provided in this Agreement, Content Provider shall provide all labor, tools, software, computer hardware and equipment (the “tools”), or shall procure the tools from the Company, for performance of this Agreement, and shall not look to Skype for the provision of any tools.

Section 11. DEFINITIONS

The definition of certain terms used in this Agreement with the initial letters capitalized shall have the meanings set forth in this Section or as defined elsewhere in this Agreement.

“Affiliate” means with respect to a party, any entity directly or indirectly Controlling, or Controlled by, or under direct or indirect common Control with such party.

“API” means the set of routines utilized by the Skype Software to provide the Skype Software functionality for a given platform or operating system.

”Beta Stage” means an initial period, as presented by Skype and the Company, for the purpose of testing the interconnection and reliability of Company’s and Skype’s networks to ensure that End Users can be properly and effectively billed for accessing the Voice Services.

“Company” means the Skype Voice Services Program Partner, as described on the Skype site, that the Content Provider chooses to use for developing, deploying, marketing, and supporting Voice Services.

“Control,” “Controlled” or “Controlling” means, with respect to any entity, direct or indirect beneficial ownership of fifty percent (50%) or more of the voting shares of such entity, or the possession, directly or indirectly, of the power to direct and/or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

“Content Provider” means a person or entity who provides Voice Services for deployment through the Skype Site and the Skype Software using Company’s Platform

“End User” means a user of the Skype Software and/or a visitor to the Skype Site who accesses a Voice Service.

“Free Service Per Minute Fee” means the per minute fee determined by Skype and Company pursuant to Section 2.4 to be charged to a Content Provider that offers a Free Voice Service.

“Free Voice Services” mean Services developed by a Content Provider, which will be hosted on the Company’s platform and made accessible through the Skype Site or the Skype Software, and to be accessed and utilized using the Skype Software, free-of-charge to End Users.

“Intellectual Property Rights” means all trademarks, trade names, service marks, service names and logos proprietary to a party and all other intellectual property owned by or licensed to such party (exclusive of Intellectual Property Rights licensed hereunder) and all copyrights, trade secrets, patents, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights therein.

“Minimum Chargeable Service Fee Per Minute” means the minimum per minute fee, charged to End Users, which the Company accepts for Chargeable Voice Services developed and deployed on its Platform.

“Platform” means the network Company operates and through which it provides IVR-based solutions and tools.

“Chargeable Service Per Minute Fee” means the per minute fee determined by a Content Provider pursuant to Section 2.2 to be charged to an End User utilizing Content Provider’s Chargeable Voice Service.

“Chargeable Voice Services” mean Services developed by a Content Provider, which will be hosted on the Company’s platform and made accessible through the Skype Site or the Skype Software, and to be accessed and utilized using the Skype Software, at a Chargeable rate to End Users.

“Chargeable Service Revenue” means the gross revenue generated from a Chargeable Voice Service developed by a Content Provider under this Agreement, and received and collected by Skype.

“Skype Branding Guidelines Manual” means the manual provided by Skype that outlines the proper online and offline display and usage of the Skype brand.

"Skype Software" means Skype’s proprietary communication software, in object code form.

“SkypeOut Credits” means credits purchased from Skype by an End User and held in such End User’s account.

“Skype Site” means the website located at www.skype.com, or any other website created by Skype for the Voice Services Program.

“Term” means the term of this Agreement, as set forth in Section 5.

“Voice Services” mean both Free and Chargeable Voice Services.

"Voice Services Program" means the Voice Services development platform enabling program for the applicable Skype Services, as such platform enabling program is identified in this Agreement.