SKYPE FOR SIP BETA TRIAL AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE BETA PRODUCT (AS DEFINED BELOW). THE TERMS AND CONDITIONS OF THIS BETA TRIAL AGREEMENT (“AGREEMENT”) GOVERN YOUR USE OF THE BETA PRODUCT UNLESS YOU AND SKYPE COMMUNICATIONS SARL (“SKYPE”) HAVE EXECUTED A SEPARATE AGREEMENT. CLICKING "I AGREE", OR USING THE BETA PRODUCT, CONSTITUTES YOUR LEGALLY BINDING SIGNATURE.

BY SUBMITTING THIS AGREEMENT YOU CERTIFY THAT: YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT; ALL INFORMATION SUBMITTED BY YOU RELATED TO THIS AGREEMENT AND YOUR BETA PRODUCT APPLICATION IS ACCURATE, COMPLETE, TRUE, AND NOT MISLEADING. IF YOU ARE AN EMPLOYEE OR CONSULTANT OR CONTRACTOR TO AN ENTITY THAT WILL USE THE BETA PRODUCT, YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE THE AGREEMENT OF THAT ENTITY AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY 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 BETA PRODUCT IN ANY MANNER.

THIS AGREEMENT IS MADE BY AND BETWEEN SKYPE AND THE PERSON OR ENTITY LISTED IN THE BETA PRODUCT APPLICATION FORM (“YOU”, “YOUR” OR “COMPANY”) SUBMITTED IN CONJUNCTION WITH THIS AGREEMENT. SKYPE AND YOU ARE REFERRED TO INDIVIDUALLY AS A "PARTY" OR COLLECTIVELY AS "PARTIES".

1. Definitions and Interpretation

The following terms and expressions shall bear the following meanings

Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Skype. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

“Beta Product” means pre-production/pre-released versions of Skype for SIP standards based protocol, which is not yet intended for general availability or production use. The Beta Product is more fully described in Schedule 1 of this Agreement.

“Caller Line Identification” or “CLI” means the facility that allows the recipient of a call to see who is calling before answering a call;

“Location” means Your business location.

“Effective Date” means the date that You agree to the terms of this Agreement or first use the Beta Product, whichever occurs first.

“Password” refers to a code You select, which, in combination with the User ID, gives You access to Your User Account.

“Schedule” means a schedule to this Agreement, the terms and conditions of which are incorporated into this Agreement and made a part thereof.

“Skype Products” means the internet communications products provided by Skype on the Skype website at http://www.skype.com/.

User Account: refers to the account with User ID and Password that You create for Your use of the Skype Products.

User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account.

2. Term and Scope of Agreement.

2.1 This Agreement shall commence on the Effective Date and shall continue until the completion of the trial of the Beta Product (as such period is decided by Skype in its sole discretion), unless terminated earlier by either Party in accordance with clause 3 (“Term”).

2.2 Skype hereby grants You the right to use the Beta Product during the Term solely for Your internal evaluation and testing at the Location. You obtain no rights other than those granted to You under this Agreement.

3. General User Restrictions and Obligations

3.1 You may not resell the Beta Product or any other Skype Products to any third party.

3.2 You may not use the Beta Product except in accordance with this Agreement and the Skype Terms of Service (“TOS”) at http://www.skype.com/go/tos which You accept upon creation of a Skype User Account used in conjunction with the Beta Product. If You do not accept the terms of the TOS in addition to this Agreement then You are not authorised to use the Beta Product in any manner. In the event of any inconsistency, ambiguity or conflict between this Agreement and the TOS, this Agreement shall take priority between them to the extent that is necessary to resolve the conflict or inconsistency.

3.3 The use of online numbers with the Beta Product is not enabled and You may not allocate any online numbers to any User Account that You use in connection with the Beta Product. If You allocate an online number to such User Account You acknowledge and agree that such call will not be connected.

3.4 The use of a mobile telephone number as a CLI with the Beta Product is not enabled and You acknowledge and agree that You may not use a mobile telephone number as a CLI in the Beta Product.

3.5 You agree not to use any existing Skype user names or Skype Accounts with the Beta Product. You shall create new Skype user names and Skype Accounts on behalf of the Company solely for use with the Beta Product.

3.6 You agree that You will not be able to use any existing Skype user names and Skype Accounts and existing Skype online numbers when the Beta Product is released for general availability and production use. Upon general release of the Beta Product, You shall create new Skype business user accounts under the Business Control Panel and shall agree to new business terms and conditions before being authorized to use the Beta Product. Business user accounts will be the only type of users authorized to use the Beta Product upon its general release.

3.7 You shall provide feedback to Skype regarding Your use of the Beta Product in accordance with Schedule 1 of this Agreement.

3.8 You shall buy all Skype Credit that You use in connection with the Beta Product from the Business Control Panel and allocate such Skype Credit to the Skype Accounts that You set up in accordance with paragraph 3.5.

3.9 You are not permitted to buy any subscriptions and use them in connection with the Beta Product.

4. Termination

4.1 Skype may terminate this Agreement at any time without notice to You if Skype decides in its sole discretion to suspend or terminate the beta trial of the Beta Product.

4.2 You may terminate this Agreement upon written notice to Skype. Upon termination of this Agreement You shall immediately cease using the Beta Product.

4.3 Skype may at any time, without notice and without liability to You terminate this Agreement or suspend or block Your access to the Beta Product if You breach the terms of this Agreement, or the TOS.

5. Disclaimer of Warranties and Limitation of Liability

5.1 You acknowledge and agree that:

5.1.1 The prices payable for the use of the Skype Products used in conjunction with the Beta Product are payable in accordance with the TOS and the rates published on the Skype website at http://www.skype.com/ from time to time. Skype reserves the right to change such rates at any time during the Term.

5.1.2 The Beta Product is an unreleased product and is not a fully tested product and You agree to use it at Your own risk.

5.1.3 The Beta Product can be suspended or terminated at any time for any reason by Skype in its sole discretion.

5.2 THE BETA PRODUCT IS PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SKYPE, ITS LICENSORS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE BETA PRODUCT 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 BETA PRODUCT 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 CALLS MADE THROUGH THE BETA PRODUCT. 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.

5.3 LIMITATION OF LIABILITY: IN NO EVENT SHALL SKYPE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, INTERRUPTION OF BUSINESS, OR FOR THE USE OR PERFORMANCE OF THE BETA PRODUCT.

5.4 SKYPE’S AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND EUROS (€1,000).

5.5 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.

5.4 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.

5.5 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SKYPE AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF ANY BREACH BY YOU OF THE WARRANTIES, REPRESENATIONS, COVENANTS, OBLIGATIONS OR TERMS OF THIS AGREEMENT.

5.6 No Emergency Calls: The Beta Product is not a traditional telephone service or a replacement for Your primary telephone service and should not be used as a standalone communication product. The Beta Product does not support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency service. You acknowledge and agree that: (i) Skype is not required to offer access to emergency services under any applicable local and/or national rules, regulation or law; (ii) if by using the Beta Product, You are obliged by any applicable law or government regulation to offer emergency calling, You must make additional arrangements to offer access to emergency services and it is Your responsibility to purchase, separately from the Beta Product, traditional wireless or landline telephone services to obtain such access.

6. Confidential Information.

6.1 For the purposes of this Agreement, “Confidential Information” means the Beta Product, including any related documentation, any business or technical information of Skype, and any other information that a reasonable person would recognize is confidential or proprietary to Skype. You will hold the Confidential Information in strict confidence including, without limitation, taking such steps to protect and preserve the confidentiality thereof as You take to preserve and protect the confidentiality of Your own confidential information. You will use the Confidential Information only to exercise the rights expressly granted by Skype to You under this Agreement. You will only disclose the Confidential Information to your employees and contractors who have a bond fide need-to-know, and who have executed a written confidentiality agreement with You requiring them to maintain the confidentiality of the Confidential Information. You will inform such employees and contractors of the limitations, duties and obligations regarding use, access to and nondisclosure of the Confidential Information specified in this Agreement.

6.2 Your obligations with respect to the Confidential Information do not apply to information that you can clearly establish by written evidence: (i) is or becomes publicly known through no fault of Your own; (ii) is rightfully obtained by You from a third party without obligation of confidentiality; (iii) is independently developed by You without any access to Confidential Information; (iv) is approved in writing for release by an authorized representative of Skype, or (v) is required to be disclosed as a matter of law or judicial action; provided that You provide Skype with prior notice of such requirement of disclosure and use all reasonable efforts to obtain a protective order.

6.3 You acknowledge and agree that Skype shall be free to use any information that You provide in connection with Your use of the Beta Product hereunder, even if You have entered into a separate non-disclosure agreement with Skype. You hereby release Skype from any liability which may arise from the receipt or use of such information.

6.4 Skype may, at its sole discretion, identify You (by the use of Your trademark, trade name or logo) as a user of the Beta Product and in other promotional materials, press releases or statements describing the Beta Product.

6.5 Upon request of Skype or in any event promptly upon expiry or earlier termination, all Confidential Information made available hereunder, including copies thereof, shall be returned or, if directed or permitted by Skype, destroyed, unless You are otherwise allowed to retain such Confidential Information, and You shall certify that You do not retain such Confidential Information.

7. Support

Skype agrees to provide the following support to You during the Term: You may contact Skype at the following e-mail address: skypeforsip@skype.net with regard to questions related to the Beta Product and Skype will use commercially reasonable efforts to respond within five (5) business days of receipt of the e-mail.

8. Miscellaneous

8.1 Entire Agreement: The terms and conditions of this Agreement, and the TOS, 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.

8.2 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 this Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the term which contains the relevant provision) shall not be affected.

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

8.4 Assignment: You are not allowed to assign this Agreement or any rights hereunder. Skype is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

8.5 Applicable Law and Competent Court: This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England, and construed in accordance with the English language.

8.6 Survival: The terms of paragraphs 5 and 6 of this Agreement, and any other provision of this Agreement which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement for whatever reason.

8.7 Skype reserves the right to change this Agreement at any time by publishing the revised Agreement on the Skype Website or by otherwise notifying You of the revised Agreement. Your express acceptance of the revised Agreement or Your continued use of the Beta Product shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at http://www.skype.com/go/legal.terms.sip.

SCHEDULE 1

BETA PRODUCT DESCRIPTION

Skype For SIP Beta is a SIP v 2.0 (RFC 3261) standards compliant interface that enables existing Session Initiation Protocol (SIP) PBX communications products to utilize Skype's voice communications features. With Skype For SIP, Your SIP based PBX has the ability to make calls to the Public Switched Telephone Network (PSTN) utilizing existing Skype Products. The Beta Product also enables the SIP PBX to receive inbound voice call communications from existing Skype clients and/or landline and mobile phones worldwide. All payable Skype Products need to be purchased separately from Skype.

The Beta Product will enable You to set up a SIP account including a SIP username and SIP password that is then configured in an appropriate user operated SIP PBX (IP-PBX). This IP-PBX product is then additionally configured to send SIP call requests to the Beta Product Internet address. It can also be configured to receive and process SIP call setup messages from the Beta Product. Additionally, the SIP account can be linked to a specific, newly created, Skype ID to allow for inbound calls from Skype clients to reach the appropriate SIP PBX.

The Beta Product is limited to voice calls only, with a G.729 CODEC as the sole CODEC supported.

SCHEDULE 2

FEEDBACK OBLIGATIONS

You and Skype have agreed to a trial of the Beta Product. You agree to undertake periodic reviews with Skype to review the use of the Beta Product with specific use cases. All information provided by You during the trial will be made available to Skype for evaluation of the trial’s success.

You agree to provide detailed feedback to Skype on the use of the Beta Product, including:

Configuration of environment and network;
Types of phones/clients being used for the beta trial;
Applications which will be tested;
Feature or product enhancement requests;
Faults, failures, configuration issues, documentation issues or other technical problems uncovered during the beta trial; and
Such other information that You or Skype believes Skype should be aware of in order to measure the success of the beta trial.