Please note that SkypeKit was created to accelerate Skype use in the consumer electronics space. At this time, the following use cases outside of consumer electronics are prohibited:
See section 4 in the SkypeKit licence below for the complete details of these and other restrictions.
Note: By downloading the SkypeKit you accept the following License Agreement:
Last Updated: August 30, 2011
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SKYPEKIT. THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") GOVERN INTERNAL USE OF THE SKYPEKIT FOR DEVELOPMENT, TESTING AND DEMONSTRATION PURPOSES ONLY. SKYPE IS WILLING TO LICENSE THE SKYPEKIT TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS AGREEMENT.
BY DOWNLOADING, INSTALLING OR USING THE SKYPEKIT, YOU HAVE INDICATED THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, THEN SKYPE IS UNWILLING TO LICENSE THE SKYPEKIT TO YOU. PLEASE READ THE ADDITIONAL RESTRICTIONS RELATED TO THIRD PARTY COMPONENTS IN ANNEX 1 CAREFULLY BEFORE USING THE SKYPEKIT.
The following capitalized terms used in this Agreement shall have the meaning attributed to them below:
Additional Restrictions: the additional restrictions relating to use of the Third Party Components as set out in Annex 1 or on https://developer.skype.com/SkypeKit/TermsAndConditions/ComponentSchedule;
Affiliates: 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 Account: a Skype Account that is created, managed and owned by a business and used in connection with Skype's 'Skype Manager' product;
Business EULA: the end user license agreement for Business Accounts available at http://www.skype.com/legal/business/eula/
Business TOS: the terms of service for Business Accounts available at: http://www.skype.com/legal/business/terms/
Consumer Account: a Skype Account for personal use by an individual user;
Control, Controlled, Controlling: a direct or indirect ownership of fifty per cent (50%) or more of the voting shares of any entity, or the possession, directly or indirectly, of the power to direct and/or cause the direction of the management and policies of such entity;
Documentation: technical or other documentation applicable to the SkypeKit which Skype may make available to you from time to time;
End User: a user of any of the Skype Features available on your SkypeKit Product through a Skype Account;
Intellectual Property Rights: all copyright and other intellectual property rights in whatever material or media whether or not registered including, without limitation, data base and compilation rights, patents, trademarks, service marks, trade names, registered designs and other design rights, rights in animation and moving images, models, scores and algorithms, computer software rights, topography rights, rights in know how, all other industrial commercial or property rights and any applications for the protection or registration of those rights and all renewals and extensions existing in any jurisdiction;
Online Numbers: Skype's online number product that allows end users to receive calls from phones or mobiles on Skype;
Open Source Software: any software distributed under an "open source" license (including but not limited to software that is distributed under the GNU General Public License, GNU Lesser/Library General Public License, or other open source licenses identified on www.opensource.org);
Permitted Modifications: as described in Section 4.5;
Permitted Users: Your employees, contractors and sub-contractors who need to use the SkypeKit in order to develop and test SkypeKit Products on your behalf;
Plugged into Skype Descriptors: means the term 'plugged into Skype™', or other terms which include variations of 'plug into' combined with Skype™, and/or the Plugged into Skype Logo, as defined in the SkypeKit Marketing Guidelines.
Plugged into Skype Logo: means the logo defined in the SkypeKit Marketing Guidelines;
Product: a product, application or program;
Skype: Skype Communications S.A.R.L., 23-29 Rives de Clausen, L-2165 Luxembourg or the Skype trademark, as the context may require;
Skype Account: an account that an End User logs into using Skype Credentials in order to use Skype Features;
Skype Brand Elements: trademarks, service marks, trade names, signs, logos, icons, slogans, banners, screen shots, trade dress, links and other brand elements belonging to Skype. Skype Brand Elements do not include the Plugged Into Skype Descriptors;
Skype Credentials: the Skype username and password used to log into a Skype Account and use the Skype Features;
Skype End User Terms: the Skype Terms of Use (for Consumer Accounts) or Business EULA and Business TOS (for Business Accounts) and the Skype Privacy Policy, which Skype may modify from time to time at its sole discretion;
Skype Features: the features and functionality offered by Skype to End Users and made available through the SkypeKit;
SkypeKit: all or any part of the Skype software development kit(s) including all applications, APIs, data, Documentation, files, software programs, example software code, tools, libraries and materials made available by Skype to you, including without limitation the SkypeKit Software, and any Upgrades to any of the foregoing, as modified by Skype from time to time in its sole discretion;
SkypeKit Marketing Guidelines: the binding guidelines issued by Skype in connection with the use of the Plugged into Skype Descriptors as made available on http://developer.skype.com/skypekit/development-guide/marketing/bgLegal and http://developer.skype.com/skypekit/development-guide/marketing/bgMarCom as may be modified by Skype from time to time;
SkypeKit Object Code: the SkypeKit Software identified on https://developer.skype.com/SkypeKit/TermsAndConditions/ComponentSchedule as
"SkypeKit Object Code" which Skype may make available to you from time to time in object code form;
SkypeKit Product: any Product developed by or for you which incorporates, embeds or uses the SkypeKit or any part of it to provide one or more Skype Features to End Users, and which meets all of the terms and conditions of this Agreement, including any bug fixes, enhancements, new releases, new versions, modifications, revisions, updates or upgrades thereto;
SkypeKit Reference Code: the SkypeKit Software identified on https://developer.skype.com/SkypeKit/TermsAndConditions/ComponentSchedule as
"SkypeKit Reference Code" which Skype may make available to you from time to time in source code form;
SkypeKit Software: any of the software included in the SkypeKit as listed on https://developer.skype.com/SkypeKit/TermsAndConditions/ComponentSchedule as may be updated or modified by Skype from time to time.
SkypeKit Source Code: the SkypeKit Software identified on https://developer.skype.com/SkypeKit/TermsAndConditions/ComponentSchedule as "SkypeKit Source Code" which Skype may make available to you from time to time in source code form;
Skype Paid For Features: the Skype Features offered by Skype to End Users in return for payment as may be amended by Skype from time to time (including Skype Features that are offered for free on a trial or promotional basis) which as the date of publication includes the features listed in Annex 2;
Skype Privacy Policy: Skype's Privacy Policy available at http://www.skype.com/go/privacy
Skype Site: Skype's website at the URL http://www.skype.com, http://developer.skype.com including any sub-domains or any other URL with which Skype replaces the foregoing URLs from time to time;
Skype Terms of Use: the end user terms for Consumer Accounts available at http://www.skype.com/go/legal;
Third Party Components: software listed in Annex 1 that is made available to you as part of the SkypeKit and any other software and technology in new versions of the SkypeKit listed as third party components on https://developer.skype.com/SkypeKit/TermsAndConditions/ComponentSchedule;
Upgrades: any bug fix, upgrade, modification, enhancement, update, revision, substitution, supplement, new version or release of the SkypeKit or any part of it;
you or your: the person or entity using the SkypeKit or any part thereof. If you accept this Agreement or otherwise access, download, install, or use the SkypeKit in the course of your employment with or on behalf of a company, 'you' or 'your' shall mean that company, and you represent and warrant that you have authority to bind that company to this Agreement.
2.1. Subject to your compliance with the terms and conditions of this Agreement (including without limitation, any Additional Restrictions), Skype grants to you and your Permitted Users, for so long as this Agreement is in force, a personal, royalty-free, non-exclusive, revocable, non-transferable license:
2.1.1. use the Documentation internally, to develop and test SkypeKit Products;
2.1.2. install and use the SkypeKit Reference Code internally as a reference tool to develop SkypeKit Products and not for incorporation into the SkypeKit Products;
2.1.3. install, use, copy and modify the SkypeKit Source Code to develop and test Permitted Modifications;
2.1.4. incorporate the executable, binary form of the SkypeKit Source Code and Permitted Modifications into your SkypeKit Products, but not in source code form or as standalone software; and
2.1.5. install, use and copy the SkypeKit Object Code internally solely in its executable, binary form to develop, test and incorporate into your SkypeKit Products;
2.1.6. use the SkypeKit Software and Documentation internally to optimize your own products to work with Skype's products without incorporating any part of the SkypeKit Software into your products; and
2.1.7. copy and distribute the SkypeKit Object Code or compiled, binary form of the SkypeKit Source Code, in each case solely in its executable, binary form and solely as incorporated into your SkypeKit Product and not as standalone software, solely for private demonstration purposes in accordance with Section 3.1.
2.2. You may make a reasonable number of unmodified copies of the SkypeKit for normal backup purposes provided that you reproduce all copyright and other proprietary notices.
2.3. Skype reserves all rights in the SkypeKit not expressly granted to you under this Agreement.
3.1. No Distribution: You may not and will not distribute or authorize any distribution of your SkypeKit Products without first entering into the SkypeKit Distribution Terms available on the Skype Site or a separate written agreement with Skype authorizing such distribution ("Distribution Terms"). Any rights to sell, license, publish, distribute or commercialize your SkypeKit Product (or authorize a third party to do the same) will be solely as set forth in the Distribution Terms. Notwithstanding the foregoing, you may privately demonstrate a prototype of the SkypeKit Product to your prospective customers on a confidential basis ("Customers") provided that: (a) you shall have no right to sell, license, publish, distribute or commercialize the SkypeKit Product to such Customers without first entering into the Distribution Terms; (b) you shall ensure that your Customers are subject to confidentiality restrictions no less stringent than those set out herein and (c) no copies of the SkypeKit Product shall be left at any Customer site or premises.
3.2. Except as expressly set out herein, you have no right to and will not:
3.2.1. copy or modify the SkypeKit (or any part of it);
3.2.2. transfer, sublicense, lease, lend, rent, distribute, upload to or host on any website, publish, sell, commercialize or sub-license the SkypeKit or any part of it or enable others to do the same;
3.2.3. disassemble, decompile, reverse engineer or attempt to discover the source code or protocols of any binary software included in the SkypeKit, in whole or in part, or permit or authorize a third party to do the same, except to the limited extent permitted by law.
4.1. Prohibited Developments
4.1.1. You are expressly prohibited from using and shall not use the SkypeKit to develop any of the following:
a. Regulated Telephony Products, Replacements for Regulated Telephony Products, or Two-way Services: meaning any Product that is considered by applicable law or regulation to be regulated telecommunications or telephony or any service the local authority or regulator finds to be a substitute or replacement for regulated telecommunications or telephony, including Products that provide two-way services through combining Skype's outgoing services with incoming services of any kind;
b. Product Using Online Numbers or E.164 Numbers: The SkypeKit does not support Online Numbers and you shall not develop any Product that uses or enables the use of or which is based on Skype's Online Numbers or any E.164 numbers;
c. Web Plug-Ins: meaning any computer program that interacts with a web browser as its host application to handle certain types of data;
d. Server Based Products: meaning any Product that functions by running one or more copies of the SkypeKit Software (or any part of it) on physical or virtual servers;
e. Mobile Applications: meaning any Product developed for use on a mobile wireless communications device with the ability to connect directly to a circuit switched network to enable voice calls ("Mobile Handset");
f. Tablets: meaning any device that primarily functions as an all purpose personal mobile computer, has an integrated touch screen, operates by touching the screen rather than a physical keyboard and runs on the Android or iOS operating system;
g. Products with Restricted Features: meaning any Product which incorporates, includes, enables or makes available any features which are the same or similar to the Skype Paid For Features ("Restricted Features"). Notwithstanding the foregoing, you shall not be precluded from offering (i) features similar to the Skype Paid For Features where such features are enabled through a separate and independent executable software application that has not been developed with and which does not use or interact in any way with the SkypeKit Software; or (ii) PSTN-to-PSTN calling functionality that is (x) independently incorporated within a SkypeKit Product offering traditional phone calling; and (y) does not have recourse to the public internet as part of the receipt or initiation of the PSTN call, and (z) has not been developed in any way using the SkypeKit Software (for example, a 'dual phone'). If Skype makes new Skype Paid For Features available through the SkypeKit after the date that you enter into this Agreement ("New Restricted Features"), the restriction set forth in this Section shall equally apply to such New Restricted Features six (6) months from the date that Skype first makes such New Restricted Features available through the SkypeKit;
h. Any Product that uses the SkypeKit Software for any reason other than to provide Skype Features, except for optimization purposes as set out in Section 2.1.6;
i. Any Product that allows or enables access to Skype Features other than through a Skype Account;
j. Any Product that may be considered or which is intended to promote content which may be considered sexually explicit (including the use of sexual terms, images and nudity); vulgar, profane, offensive or obscene; defamatory, libelous, slanderous; religiously or racially offensive or otherwise promoting hate towards individuals or groups; promoting terrorist or other criminal or illegal activities; promoting gambling, alcohol, tobacco, firearms or ammunition; otherwise unlawful,
(each a "Prohibited Development" and together the "Prohibited Developments").
4.2. Prohibited Functionality
4.2.1. You shall ensure that your SkypeKit Product shall not:
a. attempt to install spyware or malware on an End User's computer;
b. contain any viruses, worms, time bombs, Trojan horses or any other program intended to interfere with, expropriate, intercept or damage any system, data or personal information;
c. interfere with or disrupt Skype Features or any underlying operations processes and/or systems related to and/or enabling the functioning of Skype Features; or unduly burden network capacity or bandwidth;
d. request personal or other information from a minor (any person under the age of 18) or otherwise exploit minors;
e. circumvent any user privacy settings for the Skype Features;
f. solicit, collect, store, cache or otherwise obtain access to the Skype Credentials from any End User or to proxy authentication credentials for the purposes of automating logins to Skype Accounts or Skype Features.
4.3. Skype Features
4.3.1. You may incorporate one or more of the Skype Features into your SkypeKit Product provided that:
a. all access to such Skype Features must be through direct log-in to a Skype Account; and
b. all rights to use the Skype Features are granted to the End User by Skype under the Skype End User Terms.
4.3.2. Except as permitted herein (or in a separate agreement with Skype), you shall not use or grant others any right to use the Skype Features and shall not resell or commercialize any Skype Features.
4.3.3. You shall ensure that your SkypeKit Product does not encourage, promote or permit shared usage of Consumer Accounts or any use of the Skype Accounts or Skype Features in breach of the Skype End User Terms.
4.4. End User Log-In and Settings
4.4.1. Your SkypeKit Product must:
a. present the Skype Account log-in at least as prominently as any other log-in functionality available on or through your SkypeKit Product;
b. allow End Users to create a new Skype Account and request End Users to agree to the Skype End User Terms prior to creation of such Skype Account. You shall not allow any End User to create a Skype Account if such End User has not accepted the Skype End User Terms;
c. allow End Users to log out of the Skype Features and where auto-login is enabled (at your discretion), allow End Users to cancel auto-login (or "remember me");
d. allow End Users to clear Instant Message history (where such Skype Feature is enabled);
e. make available all privacy settings for the Skype Features, including the ability to manage blocked users and report abuse;
f. ensure that End Users have the ability to accept/reject file transfers (where such Skype Feature is enabled);
g. protect hyperlink handling in Instant Messages to protect the End User from receiving malicious URLs (where such Skype Feature is enabled).
4.5. Permitted Modifications If you develop any modifications to the SkypeKit Source Code, such modifications must be compliant with the Documentation and fully compatible with the original version of the SkypeKit Software. Such modifications and the use of such modifications will not and must not create or result in any errors or bugs or otherwise negatively or impair or negatively impact the functioning or operation of the original version of the SkypeKit Software.
5.1. All information provided by you to Skype upon registration for the SkypeKit shall be complete, truthful and accurate.
5.2. You shall not use the SkypeKit for any unlawful purpose or in any manner inconsistent with this Agreement.
5.3. If your SkypeKit Product includes any Open Source Software, you shall comply with all terms applicable to the use of such Open Source Software and you shall not use any such Open Source Software in any way, which may cause the SkypeKit, or any part thereof to be subject to any applicable Open Source Software licenses.
5.4. You shall observe all applicable privacy, electronic communications laws or other laws relative to the collection, use, storage, disclosure or other processing of personal information and/or traffic data collected or obtained through your SkypeKit Product.
5.5. No Emergency Calls: The SkypeKit and Skype Features do not support any emergency calls to any type of hospitals, law enforcement agencies, medical care units or any type of emergency services of any kind. IF, BY USING YOUR SKYPEKIT PRODUCT, YOU ARE OBLIGED BY ANY APPLICABLE LAW OR GOVERNMENT REGULATION TO OFFER EMERGENCY CALLING, IT IS YOUR RESPONSIBILITY TO COMPLY WITH SUCH LAWS AND/OR REGULATIONS AND YOU HEREBY AGREE TO COMPLY THEREWITH. IT IS YOUR RESPONSIBILITY TO INFORM END USERS THAT THE SKYPE FEATURES DO NOT SUPPORT EMERGENCY CALLING.
5.6. You shall procure that all Permitted Users have entered into written confidentiality undertakings to protect the Skype Confidential Information on terms no less stringent than those set out herein. You agree that you shall be solely responsible for the use of the SkypeKit by your Permitted Users and for their compliance with this Agreement and you shall be liable for all for all acts and omissions of your Permitted Users.
6.1. You acknowledge and agree that your use of Third Party Components is subject to your compliance with the applicable Additional Restrictions in addition to the other terms of this Agreement.
6.2. Use of certain Third Party Components (as specified in Annex 1) requires licenses from third party patent holders (including without limitation MPEG-LA) (such rights holders, "Third Party Licensors", and such licenses, "Third Party Licenses") and you shall be solely responsible for procuring the relevant Third Party Licenses directly from the Third Party Licensors and the payment of all royalties applicable thereto. No license is granted hereunder to any such third party patents and no license thereto is implied by virtue of delivery of the SkypeKit to you. You must obtain the applicable Third Party License prior to using the SkypeKit.
6.3. Certain Third Party Components (as specified in Annex 1) are licensed under an Open Source Software license agreement and not under this Agreement. You acknowledge and agree that you shall be solely responsible for compliance with the license terms applicable to the use of such Third Party Components.
7.1. Skype is under no obligation to provide you with any Upgrades, maintenance or support for the SkypeKit. Unless accompanied by a separate license agreement, any Upgrades provided by Skype at its discretion shall be governed by the terms of this Agreement. Limited support may be available at the Skype Site.
7.2. In the event that Skype deems in its sole discretion any software included in the SkypeKit to contain material defects or to present any material security, usability or regulatory risks (in Skype's sole discretion), you shall immediately upon notice from Skype, cease using the relevant version of such software and upgrade (and require End Users to upgrade) to a new version of such software.
8.1. When you register for the SkypeKit and pay any applicable fees, you will be allocated a version of the SkypeKit Software and an authorization and identification code to allow you and your Permitted Users to carry out development, testing and demonstration of your SkypeKit Product(s) in accordance with these terms ("Development Key Pair"). You may use the Development Key Pair only in conjunction with the version of the SkypeKit Software that has been provided to you by Skype. Skype will use the Development Key Pair to track and report on your use of the SkypeKit and your SkypeKit Products and monitor compliance with this Agreement. You agree that your Development Key Pair is for your use and your Permitted Users' use only and solely in connection with the development, testing and demonstration of your SkypeKit Product under this Agreement. You shall store the Development Key Pair securely and you shall be responsible for maintaining the secrecy of your Development Key Pair. You shall immediately inform Skype in the event that you become aware of any misuse or misappropriation of your Development Key Pair. You shall remain fully liable and responsible for any use of your Development Key Pair regardless of such notice and Skype shall have no liability in relation to any misuse or misappropriation of your Development Key Pair.
8.2. You agree that Skype and its Affiliates may collect certain personal information in connection with your registration for the SkypeKit. Any use of personal information shall be subject to the terms of Skype's Privacy Policy. In addition, you agree that Skype and its Affiliates may collect and use diagnostic and usage information that may be gathered by Skype or submitted by you, to help improve our products or technologies, including without limitation for de-bugging purposes. Further, where you enable Skype's diagnostic or logging tools, you expressly acknowledge and agree that your conversations may be recorded and transferred to Skype as part of the log file.
8.3. You agree and acknowledge that we may identify you and provide contact details and information relating the versions of the SkypeKit that you are using to Third Party Licensors for reporting purposes.
9.1. You and your SkypeKit Product shall at all times comply with the SkypeKit Marketing Guidelines. Save as permitted in the SkypeKit Marketing Guidelines, no right is granted to use the Plugged into Skype Descriptors.
9.2. No rights to use Skype Brand Elements are granted hereunder and you shall not use the Skype Brand Elements.
9.3. Notwithstanding anything to the contrary in the SkypeKit Marketing Guidelines, you have no rights to and shall not promote, market or advertise the SkypeKit Product without first entering into the Distribution Terms.
10.1. You represent and warrant that:
10.1.1. You have the right and authority to enter into this Agreement on your own behalf or if you are entering into this Agreement on behalf of your company you have all requisite corporate authority to legally execute this Agreement and bind the company to its terms;
10.1.2. Your performance hereunder including without limitation, the development of your SkypeKit Product and your SkypeKit Product is in compliance with all applicable laws and government rules and regulations;
10.1.3. Your SkypeKit Product (excluding any part of the SkypeKit embedded or integrated therein) shall not constitute or give rise to any claim of any infringement of any Intellectual Property Rights or other proprietary rights of any third party;
10.1.4. You shall at all times comply with this Agreement;
10.1.5. No portion of the SkypeKit Product contains or shall contain any Open Source Software or any other software that could interfere with or compromise Skype's Intellectual Property Rights in the SkypeKit or which may require you or Skype to disclose any source code included in the SkypeKit.
11.1. The SkypeKit is licensed and not sold. Skype and its licensors shall retain all right, title and interest in and to the SkypeKit, and the Skype Brand Elements (and any variations thereof) including all Intellectual Property Rights therein. Nothing in this Agreement shall be construed as granting, expressly or by implication, to you or any third parties any ownership interest in the SkypeKit and you shall not claim for yourself or for any third parties any right, title, interest or license to any Intellectual Property Rights except for those that have been expressly granted under this Agreement.
11.2. The SkypeKit is protected by copyright law and international treaties and other Intellectual Property Rights. You will not delete or in any manner alter the copyright, trademark or other Intellectual Property Rights, notices or markings appearing on the SkypeKit as delivered to you.
12.1. You acknowledge and agree that Skype is currently or may be in the future discussing, reviewing, developing for itself, having developed for or by third parties technologies and/or products which have or may have functionality, concepts or designs similar to your SkypeKit Product. Nothing in this Agreement shall restrict or limit Skype or its Affiliates' rights to commence or continue with the development or distribution of such technologies and/or products.
12.2. You agree that you shall not, and you shall procure that your Affiliates, officers, employees and assignees shall not, assert or otherwise claim or allege infringement of any patent or patent rights capable of being infringed by the use, manufacture, marketing, making, having made, keeping, disposing of, offering to dispose of, distribution, sale, offering for sale or importation, or any other exploitation of (i) the SkypeKit or (ii) the combination of the SkypeKit or any part thereof with any hardware, software, product, service, system, technology or other material ("Combined Material") where the Combined Material would not have been infringing without the combination with the SkypeKit, against (a) Skype or Skype's Affiliates or (b) any licensee of the SkypeKit or (c) distributors or end users of the foregoing. You shall impose this restriction on any assignee, transferee or licensee of those rights which are the subject of this Agreement as the case may be, and shall not enable or assist a third party to do anything which, if done by you would breach this Section 12. If you assert a claim or bring any lawsuit against Skype, Skype's Affiliates and/or its licensees for or relating to patent infringement, Skype may in its sole discretion, suspend or terminate the licenses granted to you under this Agreement. Notwithstanding the foregoing, if any beneficiary of this Section 12 asserts or otherwise claims or alleges infringement of its patent rights against you in relation to your use of the SkypeKit in accordance with the terms of this Agreement, you shall be released from your obligations under this Section 12 with respect to such beneficiary.
13.1. This Agreement becomes effective as of the date of acceptance by you and remains effective until terminated.
13.2. Skype may at any time, without notice and without liability to you terminate this Agreement and/or suspend and/or block your access to the SkypeKit or your SkypeKit Product (or any part of it):
13.2.1. if you breach any term of this Agreement;
13.2.2. if Skype, in its sole discretion, determines that your Development Key Pair has been used by a third party in breach of this Agreement;
13.2.3. if Skype is prevented by any law, regulation or ruling from any government, regulatory or judicial body from providing the SkypeKit and any part thereof or any of the Skype Features;
13.2.4. for any reason, on thirty (30) days notice to you.
13.3. Skype reserves the right to suspend, modify, amend or terminate any or all of the Skype Features at any time without cause.
13.4. You may terminate this Agreement at any time upon seven (7) days' written notice to Skype.
13.5. Upon termination, you must promptly destroy all copies of the SkypeKit in your possession or control and if requested by Skype you shall provide written certification of such destruction. You will also cease all further use of your SkypeKit Product.
13.6. Sections 1, 3, 10 – 22 and any other sections that are either expressed to survive or which by implication are intended to survive shall survive termination or expiry of this Agreement.
14.1. SKYPE'S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE SUM OF FIVE HUNDRED UNITED STATES DOLLARS ($500) IN TOTAL. IN NO EVENT SHALL SKYPE, ITS LICENSORS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, LIABILITIES OR COSTS WHATSOEVER IN CONNECTION WITH OR ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SKYPEKIT, THE PLUGGED INTO SKYPE DESCRIPTORS OR ANY MATERIALS LICENSED HEREUNDER WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EVEN IF SKYPE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING WITHOUT LIMITATION: ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR LOSS OF INCOME, BUSINESS, PROFITS, SAVINGS OR OTHER PECUNIARY LOSS; ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU OR END USERS AS A RESULT OF; (I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE SKYPEKIT OR THE SKYPEKIT PRODUCT; (II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY SKYPE FOR ANY REASON; AND (III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE SKYPEKIT TO YOU. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SKYPEKIT, OR THE PLUGGED INTO SKYPE DESCRIPTORS OR ANY MATERIALS LICENSED HEREUNDER IS TO IMMEDIATELY CEASE USE OF SUCH SKYPEKIT, THE PLUGGED INTO SKYPE DESCRIPTORS OR ANY MATERIALS LICENSED HEREUNDER. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF SKYPE FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
15.1. THE USE OF THE SKYPEKIT, THE PLUGGED INTO SKYPE DESCRIPTORS AND ANY OTHER MATERIALS LICENSED HEREUNDER IS AT YOUR SOLE RISK AND 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 SKYPEKIT, THE PLUGGED INTO SKYPE DESCRIPTORS AND ANY OTHER MATERIALS LICENSED HEREUNDER 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 SKYPEKIT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES.
16.1. You agree to on demand defend, indemnify and hold harmless Skype, its Affiliates, directors, officers and employees from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys and other professional fees) arising out of or in connection with:
16.1.1. any breach by you of any of the warranties, representations, covenants, obligations or terms set out in this Agreement; or
16.1.2. your (or your Permitted Users') use of the SkypeKit;
16.1.3. your SkypeKit Product, including any claims that your SkypeKit Product violates or infringes the Intellectual Property Rights or other rights of any third party (excluding claims based on the SkypeKit on a stand-alone basis); and
16.1.4. your (or your Permitted Users') use of the Plugged into Skype Descriptors.
16.2. Skype may at its discretion, without limiting its other rights and remedies, control and defend the claim. You shall not settle any claim without Skype's prior consent.
16.3. Skype will have no obligation to defend or indemnify you from or against any third party claims alleging that your use of the SkypeKit or exercise of any rights granted herein infringes any Intellectual Property Rights. In the event that use of the SkypeKit Software or the Plugged into Skype Descriptors is enjoined, or in Skype's reasonable opinion is likely to be enjoined, based upon any such claims, Skype may, in its sole discretion, provide you with a non-infringing version of the SkypeKit Software, or the Plugged into Skype Descriptors (in which event you will implement that version and cease all use and distribution of any prior versions) or terminate this Agreement and all rights and obligations hereunder.
16.4. Third Party Licensors are beneficiaries under this Section 16 and shall be entitled to enforce their rights hereunder.
17.1. You acknowledge and agree that the SkypeKit, and any other information directly or indirectly received by you belonging to or relating to Skype which is not accessible by the general public (including without limitation non-public financial, legal, business, commercial, technical, operational, product, asset, network, organizational, management, employee, customer, supplier, and investor information, data and know-how, source code, and Documentation) will contain and incorporate confidential information in which Skype has an interest as owner or licensee ("Skype Confidential Information").
17.2. You agree:
17.2.1. to maintain the confidentiality of all Skype Confidential Information including, without limitation, taking such steps to protect and preserve the confidentiality thereof at least at the level as you take to preserve and protect the confidentiality of your own confidential information;
17.2.2. that you will not disclose such Skype Confidential Information to any third party other than those Permitted Users who have a need to know and have accepted confidentiality obligations at least as stringent as those contained herein; and
17.2.3. to use the Skype Confidential Information solely for the purposes set forth in this Agreement. The foregoing provisions shall not prevent the disclosure or use by the you of any information that:
a. is or hereafter through no fault of yours becomes public knowledge;
b. was lawfully in your possession prior to conclusion of this Agreement as evidenced by contemporaneous written records;
c. is developed by you independently of and without reference to any of the Skype Confidential Information;
d. was acquired from a third party with a right to disclose it and without any breach of confidentiality; or
e. you are required to disclose by law, or regulation or order of any governmental competent regulatory authority or court provided that you must promptly inform Skype in writing and provide reasonable co-operation to Skype to limit or contest such disclosure. This provision shall survive termination of this Agreement.
17.3. You acknowledge and agree that Skype shall be free to use any information that you provide in connection with your SkypeKit Product or your use of the SkypeKit hereunder, even if you have entered into a separate non-disclosure agreement with Skype. You hereby release Skype from any liability that may arise from the receipt or use of such information.
18.1. Skype may, at its sole discretion, identify you as the developer of your SkypeKit Products and/or identify the SkypeKit Products (including by the use of your trademark, trade name or logo or image of using images or screenshots of the SkypeKit Product) on the Skype Site and in other promotional materials, press releases or statements.
18.2. You may not issue any press release or make any public statement regarding Skype, this Agreement or its contents without Skype's express prior written approval.
19.1. Without limiting any other terms of this Agreement, Skype reserves the right to modify this Agreement at any time without prior notice in its sole discretion and without liability to you. If Skype modifies this Agreement, Skype will provide you with notice of the modification either electronically in accordance with Section 22.4 or by posting the modified version of the Agreement on the Skype Site. By continuing to access or use the SkypeKit after Skype has posted a modification to this Agreement on the Skype Site or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If you do not agree to the terms and conditions of the modified Agreement, your only recourse and your sole and exclusive remedy will be to terminate this Agreement and cease using the SkypeKit (including but not limited to any Skype Features associated therewith). No other amendments shall be valid unless signed in writing by an authorized signatory of both parties.
20.1. You shall comply with all relevant export/import control or other distribution laws and regulations of any nation (collectively, "Export Control Laws") that may apply to the SkypeKit and the SkypeKit Product(s). In addition, you warrant that you are not a citizen of, or otherwise located in any embargoed nation and that you are not otherwise restricted or prohibited under the Export Control Laws from receiving the SkypeKit. In the US the SkypeKit is self classified as ECCN 5D992 of the Export Administration Regulations ("EAR") under Encryption Registration Notice R100351 and thus may not be exported or re exported from the US 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. In addition the SkypeKit may not be exported or re exported from the US 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.
21.1. The SkypeKit Software and Documentation constitute 'commercial computer software' and 'commercial computer software documentation' respectively as such terms are used in FAR 12.212. Any use, duplications or disclosure of the SkypeKit by or on behalf of the U.S. Government is subject to the restrictions set forth in this Agreement. Manufacturer is Skype.
22.1. Assignment: You may not assign any of your rights or obligations granted under this Agreement to any third party without Skype's express prior written consent and any purported assignment without consent shall be null and void.
22.2. Language: You acknowledge and agree that this Agreement and any related documents have been written in English and the English version shall be the sole version used in interpreting and enforcing the Agreement. Vous confirmez que le contrat présent ainsi que les documents connexes soient rédigés en anglais et que la version anglaise est la seule version qui serait utilisée pour enforcer ce contrat.
22.3. Severability: In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions of this Agreement will remain in full force and effect.
22.4. Notices: Any notices delivered pursuant to this Agreement must be in writing. Notices to you shall be deemed delivered when sent to you at the email address provided to Skype as part of the initial registration process. Notices to Skype cannot be provided by email and shall be deemed given (i) upon receipt if delivered personally or (ii) five business days after having been sent by certified mail or commercial overnight carrier with written proof of delivery to the following address: Skype Communications S.A.R.L., 23-29 Rives de Clausen, L-2165 Luxembourg. .
22.5. No Waiver: No waiver shall be implied by any failure by Skype to enforce or exercise any rights under this Agreement.
22.6. Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the parties with respect to the use of the SkypeKit and supersedes any prior written or oral communications relating to such subject matter.
22.7. Relationship of the Parties: You and Skype are independent contractors. Nothing contained in this Agreement shall be interpreted as constituting any joint venture, partnership, employee, fiduciary or agency relationship either party. Neither party has the power of authority to act for, bind or otherwise create or assume any obligation on behalf of the other party and neither party shall hold itself out as entitled to do the same.
22.8. Third Party Rights: Except as set out in Section 16.4, the parties do not intend that any term of this Agreement should be enforceable by any person who is not a party to this Agreement.
22.9. Injunctive Relief: You understand and agree that a breach of this Agreement may cause irreparable harm to Skype for which recovery of monetary damages would be inadequate. Therefore, without limiting any of its other rights or remedies, Skype shall be entitled to seek an injunction or other equitable remedies available at law.
22.10. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of California, USA without regards to conflicts of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by courts of the State of California, USA and you expressly consent to the exclusive personal jurisdiction and venue therein.
If the SkypeKit includes the following Third Party Components, the following Additional Restrictions apply:
| Third Party Component | Additional Restrictions/Third Party Licenses |
|---|---|
| VP7 | Notwithstanding anything to the contrary in this Agreement, VP7 may ONLY be used if your SkypeKit Product meets the following requirements:
The SkypeKit Product must be a standard, general purpose desktop or laptop personal computer product that (A) uses (i) standard general purpose consumer versions of Windows, Mac OS X or (ii) downloadable non-modified versions (i.e. not a version that is typically pre-installed as an embedded OS) of Linux OS, (B) is x86-based, and (C) is designed and marketed for operating a wide variety of productivity, entertainment and/or other software applications from unrelated third-party software vendors; and The SkypeKit Product must not deploy any videoconferencing Gateway or similar device in order to transcode, convert or adapt Skype to Skype video calls. Gateway shall mean a network node equipped for interfacing with another network that uses different protocols. If your SkypeKIt Product does not meet these requirements, you may not use VP7 without first entering into a separate agreement with Skype. |
| H.264 | You are required to and agree to obtain additional licenses from MPEG LA and any other applicable rights holders prior to using (in any manner whatsoever) the H.264 component in connection with any SkypeKit Product. |
| GStreamer-based reference implementation for SkypeKit voicertp and videortp media engines for use with SkypeKit's C++ API | This component is licensed under the terms of the Simplified BSD License as defined by the Open Source Initiative (http://www.opensource.org/licenses/bsd-license.php) and NOT under the terms of this Agreement. You agree to comply with such license terms. |