Table of contents:
- Emergency Calls
- Quality, Technical Improvement and Maintenance
- Licence and Restrictions
- Skype Manager
- Business Products
- IP Rights
- No Reselling
- Making Payments
- Refund Policy
- Third Party Partners and Content
- Disclaimers, Warranties, Limitation of Liability and Indemnity
- Term, Termination and Update
- New Versions, Upgrades and Suspension
- Confidential information
- Additional Terms
- Export Restrictions and Government Users
- Product Specific Terms
- Skype on a Mobile
These terms apply to Skype’s consumer software applications and products. They do not apply to the Skype for Business product and online service offered by Microsoft Corporation.
THESE TERMS APPLY TO ACCOUNT USERS LINKED TO A SKYPE MANAGER ADMINISTRATOR ACCOUNT WHO ARE LOCATED IN THE U.S. IF YOU WISH TO USE A SKYPE MANAGER ADMINISTRATOR ACCOUNT ON BEHALF OF THE U.S. GOVERNMENT OR AN AGENCY OF THE U.S. GOVERNMENT THESE TERMS DO NOT APPLY TO YOU. FOR APPLICABLE TERMS AND/OR FURTHER INFORMATION, PLEASE CONTACT USGOVERUSERS@MICROSOFT.COM.
PLEASE READ CAREFULLY: BY ACCEPTING THESE TERMS, CREATING A SKYPE MANAGER ADMINISTRATOR ACCOUNT OR PURCHASING OR USING THE SKYPE PRODUCTS AS A SKYPE MANAGER ADMINISTRATOR ACCOUNT, YOU ARE AGREEING TO THESE BUSINESS TERMS OF SERVICE ("AGREEMENT") ON BEHALF OF THE ENTITY ON WHOSE BEHALF YOU ARE SETTING UP A SKYPE MANAGER (“COMPANY”).
YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE AN AGREEMENT BETWEEN THE COMPANY AND SKYPE AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SKYPE PRODUCTS OR THE SKYPE MANAGER ADMINISTRATOR ACCOUNT IN ANY MANNER.
THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN YOUR USE OF THE SKYPE SOFTWARE, SKYPE PRODUCTS, AND THE SKYPE MANAGER ADMINISTRATOR ACCOUNT 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.
The following terms and expressions shall have the following meanings:
Additional Terms: means the terms and conditions and policies applicable to Your use of the Skype Software, the Skype Products and/or the Skype Website, in addition to this Agreement; Administrator: means a person authorised to act on behalf of the company, who is responsible for the administration and management of a Skype Manager via a Skype Manager Administrator Account;
Affiliate: means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with such entity;
Business Products: means Skype Connect and such other Skype Products that are used in conjunction with Your PBX as Skype may provide for in its sole discretion from time to time;
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;
Channel Subscription: means a subscription that, in return for a recurring monthly fee allows You to purchase concurrent calling channels for use with Skype Connect;
Consumer Account: a Skype Account for individual use (for personal or business communications) by an end user that is set up, owned, used and managed by a consumer in accordance with the Consumer TOU;
Consumer TOU: means the Microsoft Services Agreement at http://www.microsoft.com/en-us/servicesagreement/ that govern the use of the Skype internet communication products that may be used with a Consumer Account;
Consumer User: means the end user of a Consumer Account;
Content: means any and all content consisting of text, sounds, pictures, photos, video and/or any type of information or communications;
Data: means the types of data we collect from you and your devices (“Data”) as further described in the https://privacy.microsoft.com/en-gb/privacystatement.
Documentation: means any documentation provided by Skype for use with the Skype Software and/or Skype Products;
Effective Date: has the meaning given to it in paragraph 15.1 below;
Enabled Versions: has the meaning given to it in paragraph 2.3 below;
IP Rights: means (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow, trade secrets and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights;
Individual Use: has the meaning given to it in paragraph 5.2.3(i) 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;
Linked Account: means a Consumer Account linked to a Skype Manager Administrator Account;
Linked Account User: means a Consumer User who has linked their Consumer Account to a Skype Manager Administrator Account;
Password: means a password that selected by the User or Administrator, which, in combination with the User ID, gives access to a User Account;
PBX: means a private branch exchange owned or controlled by You;
Shared Use: has the meaning given to it in paragraph 5.2.3 (ii) below;
SIP: means session initiation protocol;
SIP Profile: means a SIP profile that You set up in order to use Skype Connect;
Skype: means Skype Software S.a.r.l located at 23-29 Rives de Clausen, 2165 Luxembourg (B100467), VAT no. LU20180239 and Skype Communications US Corporation, located at 6100 Neil Road, Reno, Nevada 89511as the context requires. The features and products that are made available through the Software for free (excluding products or features which are available for free on a trial basis only) are provided to you by Skype Software Sàrl. Any additional products or features that you pay for (including products or features which are available for free on a trial basis only) are provided to you by Skype Communications US Corporation.;
Skype Account: means the account with User ID (including a Microsoft ID) and Password that is used to access the Skype Software and the Skype Products;
Skype API: application program interface consisting of the set of routines utilized by the Skype Software to provide the Skype Software functionality for a given platform or operating system, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof;
Skype Brand Elements: the trade marks, service marks, trade names, signs, logos, icons, slogans, banners, screen shots, trade dress, links and other brand features and IP Rights that belong to Skype;
Skype Consumer Products: means the Skype internet communication products that may be used with a Consumer Account in accordance with the Consumer TOU; Skype Credit: the pre-paid credit purchased from Skype to use with, and pay for, Skype Products;p>
Skype Connect: means the SIP standards compliant interface that enables existing SIP communications products to utilize Skype's voice communications features;
Skype Manager: means the Skype web based tool that allows a Consumer Account to be linked to a Skype Manager Admin Account for the purpose of purchasing, using and managing Skype Products;
Skype Number: (previously “Online Number”) means a number that is purchased and allocated to a User Account or SIP Profile on Your Skype Manager for the purpose of enabling a User or SIP Profile to receive calls on that number;
Skype Products: means any and all internet communications products made available to You by Skype Communications US Corporation including, without limitation, Skype Connect, Skype Numbers, Subscriptions, the Business Products and such other products as are referred to in this Agreement;
Skype Products: means any and all internet communications products made available to You by Skype Communications US Corporation including, without limitation, Skype Connect, Skype Numbers, Subscriptions, the Business Products and such other products as are referred to in this Agreement;
Skype Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL, www.skype.com, – among other URL’s –, from which website the Skype Software can be downloaded;
Subscription: means a subscription that, in return for the purchase price of the subscription, allows a User to: (i) make unlimited calls to certain destinations subject to the fair use policy at http://www.skype.com/en/legal/fair-usage (such as Unlimited World, Unlimited Country and Unlimited Europe); or (ii) make calls to certain destinations for a specific number of minutes per subscription period;
Terms: means collectively this Agreement and any other Additional Terms that You enter into with Skype or any of its Affiliates in respect of the Skype Software, Skype Products and/or Skype Website;
User: means a Linked Account User;
User Account: means a Linked Account;
User ID: refers to an identification code that is your Microsoft ID, or one that You select, which in combination with the Password, gives access to a Linked Account;
US Minute Bundle: means a monthly allowance of 5,000 minutes per bundle to make calls to landlines and mobiles in the US through a SIP Profile which is only available with Skype Connect; 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 and any other certified Skype Connect equipment 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 and any other certified Skype Connect equipment 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 Linked Account is being used for Individual Use by a Linked Account 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 Linked Account Users will always be able to communicate with other people, nor can Skype guarantee that You or Your Linked Account 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 Linked Account User is connected, such Linked Account 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 Linked Account User does not provide this information when prompted, You acknowledge that the emergency call of Your Linked Account User may not be completed and such Linked Account User will not be able to gain access to the required emergency service using their Linked 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 Linked Account 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 Linked Account Users are located by requiring the User sets the default location for emergency calling in the Call Settings page of the applicable Linked 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 Linked Account 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 Linked Account Users are located are not supported for limited emergency calling access then the provisions of paragraphs 2.1 and 14.1.3 (A) continue to apply and You should ensure that Your Linked Account 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 Linked Account Users about the service limitations and the obligations referred to in paragraph 2.3.5 above regarding the Call Settings page of their Linked 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 or any other Skype feature and this may require us to restrict, limit, suspend, interfere and/or interrupt the Skype Products or any other Skype feature at any time in our sole discretion.
4. License and Restrictions
4.1 License. Subject to Your compliance with the terms and conditions of this Agreement, Skype hereby grants You a non-exclusive, perpetual, royalty-free, non-transferable license to download, install and use the Skype Software with Your Linked Accounts solely for Your own communication purposes including the individual communication purposes of Your Linked Account Users. Skype reserves all rights in the Skype Software not expressly granted to You in this Agreement. If You or Your Administrator has downloaded and installed the Skype Software on a personal computer or other device and has accepted the Consumer TOU prior to such download and installation then You acknowledge and agree that the use of the Skype Software shall be governed by this Agreement and not the Consumer TOU. In the event of any inconsistency, ambiguity or conflict between the paragraphs of this Agreement and the paragraphs of the Consumer TOU, this Agreement shall take priority.
4.2 Third Parties. The Skype Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Skype Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Skype Software will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with Skype or its Affiliates regarding such third party software or technology and You will look solely to the applicable third party and not to Skype or its Affiliates to enforce any of Your rights.
4.3 Lawful purposes. You will use the Skype Software solely for lawful purposes. In this respect You shall not, (and You shall ensure that Your Administrators and Linked Account Users shall not) without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You; (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Skype Software or the communication; (c) send any unsolicited communication not permitted by applicable law or use the Skype Software for the purposes of phishing or pharming or impersonating another person; (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) use the Skype Software to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; (f) use (including as part of the user name of a Linked Account) any material or content that is subject to any third party proprietary rights, unless You have a licence or permission from the owner of such rights; or (g) impact or attempt to impact the availability of the Skype Software for example, with a denial of service (DOS) or distributed denial of service (DDoS) attack.
4.4 Restrictions. You have no right to and shall not (and shall ensure that Your Administrators and Linked Account Users shall not): (a) copy or modify the Skype Software, except to the extent expressly permitted by applicable law; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Skype Software. You acknowledge and agree that portions of the Skype Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Skype and its licensors. Accordingly, You agree not to disassemble, decompile or otherwise reverse engineer the Skype Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
4.5 Jurisdiction Restrictions. If the law of Your country prohibits You, Your Administrators and/or Your Linked Account Users from downloading or using the Skype Software because the Skype Software is not allowed in the country or countries in which Your entity or Linked Account Users are located, please do not (and do not allow Your Administrators and Linked Account Users to) use it.
4.6 The Skype Software may be downloaded, installed and used on various products, applications or programs that are made available by third parties. Skype cannot guarantee that the Skype Software shall always be available on the product, application or program onto which You, Your Administrators or Linked Account Users initially downloaded and installed it.
5. Skype Manager
5.1 Purpose of Skype Manager. A Skype Manager enables You to manage Your business communications. You may request to link Consumer Accounts to a Skype Manager group, add SIP Profiles on Your Skype Manager, and purchase and allocate Skype Products to Linked Accounts and SIP Profiles for use by You and/or Linked Account Users. You may also view reports of those communications.
5.2 Permitted Use of Skype Manager.
5.2.2 You or Your Administrator may invite Consumer Account Users to link their Consumer Accounts to a Skype Manager Group. You shall be responsible for the administration and management of the linking of Consumer Accounts that are members of Your Skype Manager. The addition of a Linked Account, the purchase and allocation to a Linked Account of any Skype Products by You, and the use of any Skype Products by Your Administrators, shall be governed by this Agreement and any other applicable Additional Terms.
5.2.3 You may link a Consumer Account for the following purposes:
(i) the individual use of a Linked Account by one Linked Account User only, for the communications purposes of such Linked Account User (“Individual Use”);
(ii) the use of a Linked Account by You via Your PBX or any other certified Skype Connect equipment, using Business Products for Your own communications purposes (“Shared Use”).
5.2.4 You are not permitted to use a Subscription in connection with a Linked Account for Shared Use.
5.3 Responsibility of Skype Manager group. You shall be responsible for all purchases and allocation of the Skype Products and use of the Skype Software in connection with the Skype Manager including without limitation, any acts and omissions of any of Your Administrators. You shall ensure that all Your Administrators comply with this Agreement and any other applicable Additional Terms.
5.4 Unlinking of Linked Accounts. If a Linked Account User leaves the Company, such Linked Account shall cease to be in the Skype Manager group. Once a Consumer Account ceases to be part of Your Skype Manager group, You acknowledge that the traffic data (including call history and text message history) will no longer be accessible to You once that Consumer Account has been removed from the Skype Manager group, and You are therefore responsible for printing out the traffic data records if You deem this necessary, before unlinking the relevant Linked Account. Any Skype Numbers that You have allocated to that Linked Account may be taken back to the Skype Manager and reallocated before the Linked Account is unlinked. You may take the Skype Numbers back by manually removing them from the Linked Account. If You have purchased a Subscription and/or Voice messages for use with that Linked Account, such Subscription and/or Voice messages may not be taken back to the Skype Manager. Once a Consumer Account is unlinked, the data previously associated with the Consumer Account, can be retrieved.
5.5 Password and email.
5.5.2 Restriction on sharing. It is prohibited for You, Your Administrators and Linked Account Users to share Passwords that are being used either for Individual Use or Shared Use. You shall ensure that neither You, Your Administrators or Linked Account Users shall share a Passwords.
5.5.3. Security. You shall (and shall ensure that Your Administrators and Linked Account Users shall) take all necessary steps to ensure the security of the User ID, Password and email address of Linked Accounts at all times. If You suspect that any Password has been shared in breach of this Agreement or has become known to anyone other than an Administrator or a Linked Account User to whom the Password has been allocated, then You shall request an individual User immediately change the Password in order to protect Your Linked Accounts. It is Your responsibility to ensure that Your Linked Account Users and Administrators do not respond to any unsolicited requests for credit card details, Passwords or other data. Neither Skype nor its officers, employees or Affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss arising from or relating to any failure by You, Your Administrators and/or Linked Account Users to comply with this paragraph 5.5.3.
5.6 Administrator(s). You and Your Administrators may appoint additional Administrators to Your Skype Manager, and each Administrator shall be required to accept and agree to this Agreement and any other applicable Additional Terms. You shall procure that all Administrators read, agree to and comply with this Agreement and any other applicable Additional Terms, and You shall be responsible for any breach of the Terms by such Administrator(s). If You are an Administrator creating or managing a Skype Manager but not entering into this Agreement on behalf of a legally incorporated entity or You are not authorized to represent or act on behalf of such entity, then You shall be in breach of this Agreement and shall be personally liable for such breach and any other breach of this Agreement, and for any acts and omissions of any Linked Account Users or Administrators on Your Skype Manager.
5.7.1 Linked Accounts. You can allocate a Skype Number to a Linked Account and use it as the CLI for that Linked Account. No mobile or landline numbers can be allocated to a Linked Account as a CLI.
5.7.2 Skype Connect. You may purchase and allocate Skype Numbers to a SIP Profile. The maximum number of Skype Numbers you can allocate to a SIP profile is 99. Skype Numbers allocated to a SIP Profile may be used as the CLI for that SIP Profile. No mobile or landline numbers can be allocated to a Linked Account as a CLI for a SIP Profile.
5.8 Linked Accounts and Skype Products.
If You do not want to allow Your Linked Account Users to use any of the Skype Products made available through their Linked Account (such as Call Forwarding, file transfer or SkypeFind), it is Your responsibility to communicate such restrictions to them.
5.9 Skype Numbers
5.9.1 Provision of Skype 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 Skype 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 Skype Numbers.
5.9.2 You may purchase and allocate Skype Numbers to a Linked Account and/or a SIP Profile subject to compliance with the allocation requirements displayed upon subscription to the Skype Numbers. In particular You are responsible for compliance with any requirements related to the address and/or the location of the Company and Linked Account Users.
5.9.3 You are responsible for notifying any applicable terms of service to Administrators and Linked Account Users who are allocated the Skype Number, and for ensuring that the Administrators and Linked Account Users comply with such terms. Skype reserves the right to cancel the subscribed Skype Numbers in case of breach by You, Your Administrators or Linked Account Users of the applicable terms of service, including the allocation requirements, without compensation.
5.9.4 You shall also comply with the additional terms applicable to Skype Numbers at paragraph 18.1 below.
5.9.5 Skype Numbers allocated by You for use with a Linked Account or a SIP Profile cannot be taken back onto the Skype Manager and reallocated to a Consumer Account.
5.9.6 A Consumer User may purchase their own Skype Number in accordance with, and subject to the terms of, the Consumer TOU.
5.10 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.
5.11 No Unsolicited Communications. Under no circumstances shall You send (or allow Your Administrators and/or Linked Account Users to send) unsolicited commercial communications. You shall not (and You shall ensure that Your Administrators and/or Linked Account 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.
5.12 Consumer Accounts
5.12.1 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 TOU that is accepted by the applicable Consumer User.
5.12.2 You may invite existing Consumer Accounts to become a Linked Account member of a Skype Manager group.
5.12.3 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 TOU. A Consumer User may also purchase Skype Credit on their own behalf in accordance with the Consumer TOU.
6. Business Products
6.1 Permitted Use and Restrictions. Business Products enable You to use certain Skype Products via Your PBX and any other certified Skype Connect equipment, subject to the limitations set out in this paragraph 6. Business Products are only available for use with Linked Accounts and You acknowledge and agree that Business Products may not be used with Consumer Accounts.
6.2 Skype Connect
6.2.1 Skype Connect enables You to use certain Skype Products via Your PBX or any other certified Skype Connect equipment. Before using Skype Connect, You shall set up a SIP Profile and purchase a Channel Subscription. Skype shall then provide You with a username and password that is used to configure a SIP PBX.
6.2.2 You may set up and link one or more Linked Accounts to the SIP Profile in order to enable You to receive voice calls into Your PBX and any other certified Skype Connect equipment.
6.2.3 You may delete a SIP Profile at any time. If You choose to delete a SIP Profile You acknowledge that You will lose all current configuration details relating to this SIP Profile and You will not be able to make or receive any calls using this SIP Profile. The traffic data (including call history) in respect of a SIP Profile is only visible whilst that SIP Profile exists and such traffic data will no longer be accessible to You once that SIP Profile has been deleted. You are therefore responsible for printing out the traffic data records if You deem this necessary, before deleting the relevant SIP Profile. Any Skype Numbers that You have allocated to that SIP Profile may be taken back to the Skype Manager and reallocated before the SIP Profile is deleted. You may take the Skype Numbers back by manually removing them from the SIP Profile. If You have purchased a Channel Subscription for use with that SIP Profile, such Channel Subscription may not be taken back to the Skype Manager but will no longer be available once the SIP Profile has been deleted.
6.2.4 If You use a User Account with Skype Connect then You may not use that User Account with Skype For Asterisk or on a personal computer, mobile or other device unless and until You cease using it with Skype Connect.
7. IP Rights
7.1 Ownership. The Skype Software is licensed to You in accordance with this Agreement. The Skype Software is protected by copyright law and international treaties. You shall not (and shall ensure that Your Administrators and Linked Account Users shall not) delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Skype Software as delivered to You and Your Linked Account Users. All IP Rights in and to any third party content that is not contained in the Skype Software, but may be accessed through use of the Skype Software, is the property of the respective owner of the IP Rights and may be protected by applicable copyright or other intellectual property laws and treaties.
7.2 Skype Brand Elements. Nothing in this Agreement will give You any right to use the Skype Brand Elements. Skype does not allow third parties to use the Skype Brand Elements unless they have received prior written permissions from Skype or if use falls within extremely limited exceptions, as such exceptions are set out in the Trade Mark Guidelines that may be published by Skype from time to time and notified to You. If You want to use any of the Skype Brand Elements, You must obtain Skype’s written permission before You (Your Administrators or Linked Account Users) use them unless such use falls within the limited exceptions set out in the aforementioned Trade Mark Guidelines.
8.1 Content of Communications.
8.1.1 The content of the communication spread by the use of the Skype Software is entirely the responsibility of the person from whom such content originated. You understand, therefore, that by using the Skype Software You, Your Administrators and Linked Account Users may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable, and that You use the Skype Software at Your own risk.
8.1.2 You acknowledge and agree that You are solely responsible for any Content that You, Your Administrators and/or Your Linked Account Users upload, submit, post, transmit or display through the Skype Software and/or the Skype Website (“Use” or “Used”) and that Skype is not responsible to You or any third party for any Content that is Used by You, Your Administrators, Linked Account Users or any other Skype Software user.
8.2 Third Party IP Rights. You agree that You shall not Use (and shall ensure that Your Administrators and Linked Account Users shall not use) any Content that is subject to any third party IP Rights, unless You, the Administrator or the Linked Account User has a licence or specific permission from the owner to Use such third party content, and to grant Skype the licence set out in paragraph 8.3 below.
8.3 Licence. You hereby grant to Skype a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable and transferable licence to: (i) reproduce, modify and publish any Content that You, Your Administrators and/or Linked Account Users Use on the publicly accessible areas of the Skype Website (e.g. Skype forum, blogs) for the purpose of displaying and distributing such Content on the Skype Website for such time as You, Your Administrators and/or Linked Account Users continue to Use such Content on the Skype Website; and (ii) distribute and/or display through the Skype Software any Content that You, Your Administrators and/or Linked Account Users provide or make available using the Skype Software for the sole purposes of making the Skype Software and the Products available to You, Your Administrators and Your Linked Account Users.
8.4 Removal of Content. Skype reserves the right (but shall have no obligation) to decide whether any Content that You (Your Administrators and/or Linked Account Users) Use complies with this Agreement and any Additional Terms. Skype may in its sole discretion remove such Content and/or terminate this Agreement and any Linked Account belonging to You, if You Use any Content that is in breach of this Agreement and/or any Additional Terms at any time and without prior notice to You.
9. No Reselling
Skype Products are made available under this Agreement solely for use by You and Your Linked Account 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, and You shall not (and shall ensure that Your Administrators and Your Linked Account Users, save for the extent permitted under the Consumer TOUs, shall not) resell the Skype Products to any third party or use the Skype Products to provide services to any third party.
10.1 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”).
10.2 Recurring Products The Recurring Products include: (i) Subscriptions (see paragraph 20.3); (ii) Skype Numbers (see paragraph 20.1); (iii) Group Video Calling (see paragraph 20.8); and (iv) Skype Connect Channel subscriptions and US Minute Bundles (see paragraph 10.4).
10.3 Ratable Products
10.3.1 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 https://go.skype.com/prices. 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.
10.3.2 Premium rate numbers. 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.
10.3.3 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/go/business.sip.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.
10.3.4 SMS. The charges payable for sending SMS consist of a per-message rate as set out at https://go.skype.com/prices.
10.4 Skype Connect
10.4.1 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.
10.4.2 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.
10.4.3 You must purchase a separate Channel Subscription for each SIP Profile that You set up.
10.4.4 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.
10.4.5 Other than the monthly fee for the Channel Subscription, no additional charges are payable for receiving incoming calls on Skype Connect.
10.4.6 The fees payable for a Channel Subscription are set out at: http://www.skype.com/go/business.sip.pricing.
10.4.7 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.
10.4.8 When changing Your Channel Subscription in a SIP Profile that contains US Minute Bundles the Channel Subscription change policy set out in paragraph 10.4.7 shall apply.
10.4.9 If You cancel Your Channel Subscriptions Your remaining minutes from any US Minute Bundle will be available until Your Channel Subscription expires.
10.4.10 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/go/business.sip.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.
10.4.11 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.
10.4.12 Fair Usage: US Minute Bundles are subject to a fair usage policy, described at http://www.skype.com/en/legal/connect-minute-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 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.
10.4.13 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.
10.4.14 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.
10.4.15 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 10.4.7) 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.
10.4.16 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 Linked Account Users, Skype reserves the right to terminate the US Minute Bundle with immediate effect and without a refund.
10.5 Change of Charges and Tariffs
10.5.1 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 https://go.skype.com/prices and http://www.skype.com/go/business.sip.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.
10.5.2 Skype may change the charges payable for the purchase of Recurring Products (such as Skype 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.
10.5.3 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.
Skype may collect tax at the appropriate rate (as per applicable tax rules) at the time of purchase of Skype Credit. Your Skype Credit balance is displayed exclusive of any such taxes. You explicitly waive any right to tax reimbursement from Skype if the amount of tax ultimately payable by Skype to the tax authorities would for any reason be lower than the amount of tax collected from You at the time of purchase.
You will remain liable to Skype for all charges related to Skype Products used by You, the Administrator and Users 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.
11. Making Payments
11.1 Paying For Skype Products
11.1.1 You shall pay Skype any applicable charges in connection with Your purchase of Recurring Products and Your usage of Ratable Products.
11.1.2 As a Skype Manager Administrator, 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 and send SMSs, as per the published rates for these Skype Products.
11.1.3 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.
11.1.4 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.
11.1.5 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 12.
11.1.6 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 Skype 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.
11.1.7 Expiry of Credit Allocated to a Linked Account: A credit balance for Skype Credit that has been allocated by You to a Linked Account can be withdrawn by You, from the Linked Account, and added to the Skype Manager Credit balance at any time.
11.1.8 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.
11.1.9 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.
12. Refund Policy
12.1 When You purchase Skype Products directly from Skype You will be entitled to a cancellation period of fifteen (15) days (a “Cooling-Off Period”) unless You have allocated the purchased product to a User Account or made use of the purchased product in any way, in which case the Cooling-Off Period will be extinguished and Your purchase cannot be cancelled or refunded.
12.2 Outside of the Cooling-Off Period, only subscriptions are refundable unless used or expired.
12.3 Expenditure of Skype Credit, allocation of an Skype Number by Skype, or use of any aspect of a subscription amounts to “use” of a Skype Product. You hereby expressly agree that Skype Numbers may be allocated before the end of the Cooling-Off Period.
12.4 The Cooling-Off Period and refunds do not apply to Skype Products that are (i) purchased via a third party partner of Skype (please contact the partner directly, who may decide in its sole discretion whether or not to pay a refund), (ii) not directly acquired online from Skype (e.g. vouchers or pre-paid cards) (iii) paid for in cash using third party payment methods (such as a cash payment wallet) and (iv) paid for and allocated to a User Account by a Skype Manager administrator.
12.5 Subject to paragraphs 12.1 to 12.4 above, You can request cancellation of a purchased Skype Product within the Cooling-Off Period by submitting a request to Customer Support.
12.6 If You believe that Skype has charged You in error, You must contact us within 90 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.
12.7 Skype reserves the right to refuse a refund request if it reasonably believes (i) that You are trying to unfairly exploit this refund policy, for example, by making repetitive refund requests in respect of the same Product; (ii) if You are in breach of these Terms or (iii) if Skype reasonably suspects that You are using our Products or Software fraudulently or that Your User Account is being used by a third party fraudulently.
13. Third Party Partners and Content
13.1 Provision of Skype Products by Third Party Partners
13.1.1 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.
13.1.3 Your Linked Account Users may also upload or make available various content that You purchased or Your Linked Account Users received for free from third parties. Before posting any content, You shall check (and You shall ensure that Your Linked Account 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 Linked Account Users must have permission from the rightful owner to post the material. If You do not want to allow Your Linked Account Users to upload or make available any such content, then it is Your responsibility to restrict them from doing so.
13.1.4 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.
13.1.5 Notwithstanding anything herein to the contrary, Skype shall have no liability to You arising out of Your use of any third party’s products.
14. Disclaimers, Warranties, Limitation of Liability and Indemnity
14.1.1 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.
14.1.2 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 13 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.
14.1.3 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 LINKED ACCOUNT 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 LINKED ACCOUNT 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.
14.1.4 LINKED ACCOUNT USERS AND ADMINISTRATORS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH YOUR LINKED ACCOUNTS BY YOUR LINKED ACCOUNT 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 LINKED ACCOUNT 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.
14.1.5 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.
14.2 LIMITATION OF LIABILITY, WARRANTY AND INDEMNITY
14.2.1 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.
14.2.2. 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).
14.2.3 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.
14.2.4 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.
14.3 Warranty. You represent and warrant that (i) You are authorised to enter into and comply with the Terms; (ii) You shall (and shall ensure that Your Linked Account Users and Administrators shall) comply with Your obligations under the Terms; and (iii) You shall (and shall ensure that Your Linked Account Users and Administrators shall) comply with all Applicable Laws that may apply to the use of the Skype Software.
14.4 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 LINKED ACCOUNT USERS.
15. Term, Termination and Update
15.1 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.
15.2.1 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 paragraph 15.2.1, You understand and agree that is Your responsibility to cancel any recurring payments with Your payment provider.
15.2.2 Termination by Skype. Skype may terminate its relationship with You, or may terminate or suspend Your use of the Skype Software, Skype Manager, Linked 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, Linked 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 Linked 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, Linked Accounts, the Skype Software and/or the Skype Products (as applicable).
15.2.3 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, Linked Account(s) or Skype Products, for any reason by providing You with thirty (30) days notice of such termination.
15.2.4 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.
16. New Versions, Upgrades And Suspension
16.1 New Versions. 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/en/legal/business-tou-us.
16.2 New Versions of the Skype Software. Skype, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Skype Software. Skype has no obligation to make available to You any subsequent versions of the Skype Software. You may have to enter into a renewed version of this Agreement, in the event You want to download, install or use a new version of the Skype Software.
16.3 Suspension. Skype may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the Skype Software, and/or disable any Skype Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You (Your Administrators and/or Linked Account Users) in Skype’s opinion, are in breach of the Terms, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
17. Confidential Information.
17.1 For the purposes of this Agreement, “Confidential Information” means any documentation, any business or technical information of Skype, and any other information that a reasonable person would recognize is confidential or proprietary to Skype. You will hold the Confidential Information in strict confidence including, without limitation, taking such steps to protect and preserve the confidentiality thereof as You take to preserve and protect the confidentiality of Your own confidential information. You will use the Confidential Information only to exercise the rights expressly granted by Skype to You under this Agreement.
17.2 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.
17.3 Upon request of Skype or in any event promptly upon expiry or earlier termination, all Confidential Information made available hereunder, including copies thereof, shall be returned or, if directed or permitted by Skype, destroyed, unless You are otherwise allowed to retain such Confidential Information, and You shall certify that You do not retain such Confidential Information.
18. Additional Terms.
18.1 In addition to this Agreement, You, Your Administrators and Linked Account Users have to comply with the following Additional Terms when using the Skype Software, the Skype Products and the Skype Website. We expect You to read and comply with (and ensure that Your Administrators and Linked Account Users read and comply with) these Additional Terms carefully, all of which are made part of this Agreement:
18.2 If You wish to do anything that is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain Skype’s prior written consent and explicitly agree upon any further terms.
19. Export Restrictions And Government Users
19.1 Export Restrictions. Skype Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Skype Software as well as end-user, end-use and destination restrictions issued by national governments. This software is controlled under ECCN 5D992.b.1 of the Export Administration Regulations (“EAR”) per CCATS # G047973 and thus may not be exported or re exported to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. EAR 742.15(a), Title 15 Code of Federal Regulations. Moreover, the software may not be exported or re exported to or downloaded by any person or entity subject to US sanctions regardless of location. See http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm and EAR Part 736. Skype is making this software available to You for download only on the condition that You certify that You are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.
19.2 Government Users. The Skype Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Skype Software or the Documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement.
20. Product-Specific Terms
20.1 Skype Number and Skype To Go
20.1.1 Availability of Skype Number and Skype To Go number: If You are eligible for, and have subscribed for a Skype 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.
20.1.2 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 Linked Account Users don’t comply with this Agreement or any of the applicable Additional Terms;
(ii) if You or Your Administrators or Linked Account 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 Skype or by any of Skype’s partners for any reason.
20.1.3 Changes to numbers: In the event that Skype changes the Skype 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.
20.1.4 Your co-operation: You agree that You will (and You shall ensure that Your Administrators and Linked Account 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 Linked Account 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.
20.2.1 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.
20.2.2 Subscriptions are for individual use only. A Subscription may only be purchased for use with a Linked Account where the Linked Account is allocated to a specific Linked Account User for Individual Use, and such Linked Account 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 Linked Account Users comply with these restrictions at all times. If You purchase a Subscription and allocate it to a Consumer Account or a Linked Account in accordance with this paragraph 20.2.2, You are not able to withdraw a Subscription once allocated to a Skype Account.
20.2.3 Fair Usage. Most Subscriptions are subject to Skype’s fair usage policy at http://www.skype.com/en/legal/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.
20.2.4 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.
20.2.5 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.
20.2.6 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 Linked Account Users, Skype reserves the right to terminate the Subscription with immediate effect and without a refund.
20.3.1 This Skype Product is available to all Linked Account Users. A Linked Account User is charged per SMS for all SMS text messages sent from Skype to SMS-enabled numbers worldwide – see http://www.skype.com/en/features/sms for full details of the functionality and destinations available.
20.3.2. SMS is not available through certain applications.
20.3.3 You shall ensure that Your Linked Account Users shall not send any unsolicited SMS and/or SMS containing commercial material or material over which they do not have rights of dissemination.
20.3.4 Each SMS message has a limit of 160 characters. If a Linked Account 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 Linked Account 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.
20.3.5 Linked Account 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. You shall ensure that Your Linked Account Users shall not send any unsolicited SMS and/or SMS containing commercial material or material over which they do not have rights of dissemination.
20.3.6 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.
20.4 Calls to premium rate numbers
20.4.1 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 Linked Account Users.
20.4.2.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.
20.4.3 Responsibility for unauthorized use. You are solely responsible and liable for all activities conducted through Your Linked Accounts, including any calls to premium rate numbers, even if such activities were to occur without Your permission.
20.4.4 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.
20.4.5 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.
20.4.6 Support. If You encounter any problems upon calling premium rate numbers, please contact Skype Customer Support.
20.5 Voice messages Limits of usage. Skype may from time to time introduce, remove or amend limitations to the use of the Voice messages Skype Product including, without limitation, message storage time, number of messages and message length.
20.6 Group Video Calling
20.6.1 A fair usage policy applies at www.skype.com/go/terms.gvc.fairusage and is incorporated herein by reference. 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.
20.6.2 Number of Participants. The number of permitted participants on a group video call varies subject to system requirements. You can find more details at www.skype.com/go/gvc.
20.6.3 Audio Conversion. If your group video call exceeds the fair usage limit, then the call will convert from video to audio.
20.6.4 Software Versions. If a participant of a group video call is not on a version of Internet Communications 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 www.skype.com/go/gvc
20.7 Skype Video Messaging (“Video Messaging”)
20.7.1 If you are not a Skype Premium subscriber, the number of Video Messages you can send are limited and will be subject to an expiry date.
20.7.2 Fair Use Policy: This FUP is designed to prevent fraud and abuse of Video Messaging. Video Messaging is for personal, individual and non-commercial use only, and to be in accordance with these Terms at all times (“Legitimate Use”). Skype reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination as to whether your activity does not constitute Legitimate Use. Skype may in its option, terminate its relationship with you, or suspend your account immediately if it determines you are using Video Messaging contrary to this FUP or these Terms.
21. Skype on a Mobile
21.1 Using Skype Software mobile applications Where available, Linked Account 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 http://www.skype.com/en/download-skype/skype-for-mobile/ 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 Linked Account 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.
21.2 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.
21.3 Charges. Communications on Skype Software mobile applications will use some of the data allowance available on the data package for which the Linked Account User has subscribed with their mobile network operator.
21.4 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 Linked Account 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 Linked Account Users informed, and paying for possible roaming and other applicable charges levied by mobile network operators.
21.5 Calling Party Identifier You understand and agree that if a Linked Account 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.
22.1 Entire Agreement The terms and conditions of this Agreement 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.
22.2 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.
22.3 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.
22.4 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.
22.5 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.
22.6 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.
22.7 Survival The terms of 14 and 15 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.
22.8 AVC/H.264 Notice. If the Skype Software is used to make video calls (i) between a personal computer and a device that is not a personal computer or (ii) between devices that are not personal computers, the AVC/H.264 codec may be used to facilitate video functionality in which case the following notice applies: THE AVC VIDEO FUNCTIONALITY IN THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NONCOMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.