API Terms of Use

IMPORTANT — PLEASE READ CAREFULLY:

These Skype API Terms of Use ( "API Terms") set out the terms and conditions of use of the Skype API. If You want to use the Skype API for any purpose (including without limitation, in connection with an application or software program or for the purpose of interfacing with hardware), You must first register with Skype by completing and providing accurate contact information on the Skype Partner enquiry form available at the Skype Website (the "Registration"). By submitting Your Registration to Skype and / or using Skype API, You explicitly agree to be bound by these API Terms and any revised or renewed versions thereof, as will be published on the Skype Website or as may be otherwise notified to You by Skype. Skype reserves the right, at its sole discretion, to refuse or reject Your Registration.

In addition to the capitalised terms defined elsewhere in these API Terms, all other capitalised definitions used herein shall have the meaning given to them in the Skype End User Licence Agreement ("EULA") as published on the Skype Website at www.skype.com/intl/en/legal/eula/.

You and Skype agree as follows:

1. Licence

1.1 Subject to Your compliance with these API Terms, Skype grants to You a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable right to use the Skype API for a Permitted Purpose, as defined in paragraph 2 below.

1.2 This licence does not grant to You any right to any version enhancement, update, or guarantee the continuous availability of the Skype API or the Skype Software. Skype may revise, modify or cease to provide, require you to immediately cease using the Skype API, the Skype Software or its functionality or any part thereof, which may result in loss of compatibility, denial of access to the functionality of the Skype Software or the Skype network, system, Skype Website, servers, tools, information and databases, commercial activities related thereto, from time to time without notice.

2. For the purposes of these API Terms, "Permitted Purpose" shall mean either:

(a) the purpose of developing software or code to interface and connect a software application with Skype Software, (the "Software Application") OTHER THAN as set out in paragraph 2(b) below, the "Software Application Purpose"; or

(b) the purpose of developing software or code to interface a hardware device or other physical equipment (including any software embedded thereupon) (the "Hardware Device") with Skype Software and distributed together with or made available for such Hardware Device, "Hardware Application Purpose". In the event that You use or intend to use the Skype Software for a Hardware Application Purpose, You hereby acknowledge and accept that prior to making any use thereof, You must have been approved by Skype as a partner of Skype’s Hardware Partner Scheme on the terms and conditions set out therein. If you have not been approved by Skype as a partner of Skype’s Hardware Partner Scheme, You may not use Skype Software in any way for a Hardware Application Purpose. Skype reserves the right, in its sole discretion to terminate the API Terms immediately in the event that You breach this obligation.

3. Your right to use the Skype API under paragraph 1 above is subject further to Your compliance with the following:

3.1 Your Software Application or Hardware Device (as applicable) shall in no way and to no extent whether directly or indirectly adversely affect, impede or otherwise hinder or disrupt the functionality or performance of Skype Software or products or services provided by Skype, including without limitation, that it:
(i) does not adversely impact the call quality of using Skype Software;
(ii) does not adversely impact the stability of Skype;
(iii) does not adversely impact the behaviour of other applications using the Skype API;
(iv) does not attempt to install spyware or malware on the client computer;
(v) does not attempt to redistribute information about the use of Skype Software or Skype services without express permission of the user;
(vi) correctly identifies itself to Skype when requesting authorisation;
(vii) does not attempt to send messages or place calls to or communicate with other users of Skype Software unless specifically directed to do so by the user; and
(viii) does not attempt to modify the Skype Software User Interface in any way.

3.2 Without the prior written consent of Skype, You will not remove or hide (save as permitted in API command "set silent_mode on"), modify, take over or otherwise alter the User Interface. At all times, You will comply with the requirements and specifications relating to application design and use and presentation as stated in Paragraph 4 below.

3.3 Save as expressly approved in writing by Skype, You will not distribute the Software Application or Hardware Device (as applicable) online through website(s) that in Skype’s opinion is/are in any way similar to, or infringe the intellectual property rights of the Skype Website or use Skype’s trademarks or words describing Skype’s products or services as the registered URL for website(s).

3.4 You will at all times maintain the value and reputation of the Skype Software, Skype API and Skype brand or name, to the best of Your abilities.

3.5 You will not use the Skype API in any Software Application or Hardware Device (as applicable) that in Skype’s opinion is actually or potentially fraudulent or inappropriate or contrary to the EULA or any other Additional Terms.

3.6 You will not collect any user’s personal information or data in a misleading, illegal, unauthorised or unfair way. Without limiting the generality of the foregoing, You will never collect, store or record Skype password used by the users to log-in to his or her Skype account ( "Skype Password"). If users need a separate password to use Your Software Application or Hardware Device (as applicable), You will either (i) automatically generate a unique password and securely communicate it to the user or (ii) not permit users to use a password that is the same as the user’s Skype Password. You agree that the services and products provided through Your Software Application or Hardware Device shall be provided by You in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data or traffic data).

3.7 You will not use the Skype API to create a Software Application or Hardware Device that sends unsolicited communications (whether commercial or otherwise) to any third party.

3.8 You agree that You are solely responsible for (and that Skype has no responsibility to You or to any third party for) any services and/or products You provide through Your Software Application or Hardware Device.

4. You hereby specifically acknowledge that Your rights to use the Skype API are strictly subject to Your full compliance with these API Terms, including the following instructions related to promotion, marketing and design of Your Software Application or Hardware Device (as applicable), and any breach of any provision of these API Terms or any applicable Additional Terms shall give rise to automatic right of termination by Skype.

4.1 In respect of the Software Application Purpose only, You may only use the following references to Skype, Skype API and Skype Software in connection with Your Software Application:

"works with Skype Software" or "works with Skype"
"uses Skype Software" or "uses Skype"
"for Skype Software" or "for Skype"

4.2 You acknowledge that the Software Application or Hardware Device (as applicable) must prominently display the following statement in the help text or about text, in the Acknowledgements in the documentation associated with Your Software Application or Hardware Device (as applicable) and the packaging and other promotional material:

"This product uses the Skype API but is not endorsed, certified or otherwise approved in any way by Skype"

The foregoing will not apply provided the Software Application or Hardware Device (as applicable) has been certified according to Skype’s Certification Program https://developer.skype.com/Certification.

4.3 The Software Application or Hardware Device (as applicable) may only use icons from Skype’s archive of application icons in reference to Skype.

5. Nothing in these API Terms will give You any right to use the Skype Promotional Materials, including without limitation the Skype trademarks and logos, or make references to Skype or Skype’s products or services other than those explicitly stated in paragraph 4 above. Unauthorised references or use of Skype Promotional Materials shall be considered as material breach of these API Terms and shall result in immediate termination thereof, as well as any other applicable Additional Terms You may have entered into with Skype. Such termination shall be without limitation to Skype’s right to claim damages, seek for injunctive or other equitable relief and obtain other remedies from You.

6. At all times, You must constantly monitor the Skype Website to ensure You are aware of any changes in the API Terms, the EULA or any other applicable Additional Terms. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the Skype API and, where applicable, any and all use of the Skype Software.

7. You represent and warrant that You are authorised to agree to and meet with the terms and conditions of the API Terms

8. You acknowledge and agree that Your use of the Skype API will be at Your own risk and account. You agree, on demand, to indemnify, defend and hold Skype, its Affiliates and staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such person, in connection with or arising out of (a) Your use of the Skype API or (b) any breach or violation of the terms and conditions of these API Terms and any other applicable Additional Terms and (c) the provision by You of any Software Application or Hardware Device You develop using the Skype API.

9. Skype reserves the right to modify these API Terms at any time, on a general or individual basis, by publishing the revised API Terms on the Skype Website or by otherwise notifying You of the revised API Terms. Any eventual modification of the API Terms that establishes Skype’s right to charge royalties is subject to a three (3) months’ prior notice thereof. Your continued use of the Skype API shall constitute Your acceptance to be bound by the terms and conditions of the revised API Terms.

10. In the event that You wish to use the Skype API in a manner other than as expressly set out in these API Terms such use is expressly prohibited unless and until Skype enters into a specific licence with You.

11. IP Rights

11.1 When You use the Skype API for a Permitted Purpose, You retain the IP Rights You may have in Your Software Application and/or Hardware Device

11.2 In consideration of the royalty free licence granted to You (or the Business (as defined below)) to use the Skype API pursuant to these API Terms, You undertake that You shall not now, or at any time in the future allege infringement of, threaten to or bring any action, claim or proceedings for the infringement of, assert or enforce any patent You create, develop, acquire, license or own which uses the Skype API which may be infringed by the use or exploitation of the Skype Software including the Skype API against (a) Skype or Skype’s Affiliates (or any of their licensees, assigns or successors) or (b) any developer in the Skype developer community who uses the Skype API for a Permitted Purpose in accordance with these API Terms. You shall impose this restriction on any assignee, transferee or licensee of those rights which are the subject of this paragraph 11 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 paragraph 11.

11.3 As between You and Skype, Skype and its licensors retain the IP Rights in and to the Skype Software (including the Skype API) and any derivative works thereto created by or for Skype or its licensors.

11.4 If You are an employee or director of a business and You use the Skype API on behalf of that business (the "Business"), You acknowledge and agree that: (i) by accepting these API Terms and using the Skype API, You do so on behalf of the Business and with the express authorisation of the Business that You and the Business shall be bound by these API Terms in respect of Your and the Business's use of the Skype API; (ii) the licence granted by Skype to use the Skype API is subject to You obtaining from the Business all necessary consents, permissions and authority for You to act on its behalf and legally bind it according to these API Terms. You represent and warrant that You have obtained such consents, permission and authority to use the Skype API on behalf of the Business. If You do not have such authority, then You do not have a licence to use the Skype API.

12. Term and Termination

12.1 These API Terms will become effective upon an approved Registration and / or use of the Skype API and will remain effective until terminated by either Skype or You as set out herein. Skype will not be liable in relation to any damage caused by the modification or termination of these API Terms and/or any other applicable Additional Terms.

12.2 You may terminate these API Terms with immediate effect at any time. Without limiting other remedies, Skype may limit, suspend or terminate these API Terms (the EULA and any other Additional Terms) and Your use of the Skype API at any time if we think that You are in breach of these API Terms or if we think that You have acted in a way which shows that you do not intend to comply with these API Terms. In addition, Skype may terminate these API Terms with immediate effect at any time, for any reason, including but not limited to, if You engage in any action that in Skype’s opinion devalues Skype’s brand or reputation or the Skype Software or Skype API.

12.3 Upon termination of these API Terms by You or by Skype for any reason: (a) all licenses and rights to use the Skype API shall immediately terminate and (b) You will immediately cease any and all use of the Skype API.

13. Disclaimer of Warranties and Limitation of Liability

13.1 No Warranties: THE SKYPE API IS PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER; SKYPE DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SKYPE API, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. SKYPE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SKYPE API WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS.

13.2 No Liability: The Skype API is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT SKYPE, ITS AFFILIATES, ITS LICENSORS AND THE SKYPE STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SKYPE API, AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SKYPE API IS TO IMMEDIATELY CEASE USE OF SUCH SKYPE API.

13.3 Limitation of Liability: IN NO EVENT SHALL SKYPE, ITS AFFILIATES, ITS LICENSORS OR THE SKYPE STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:

13.3.1 ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SKYPE API;

13.3.2 ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE SKYPE API; AND

13.3.3 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF;
(I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE SKYPE API;
(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 SKYPE API TO YOU.

13.4 THE LIMITATIONS ON SKYPE’S LIABILITY TO YOU IN PARAGRAPH 13.4 ABOVE SHALL APPLY WHETHER OR NOT SKYPE, ITS AFFILIATES OR THE SKYPE STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.

13.5 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, THE SKYPE STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

13.6 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation.

14. Miscellaneous

14.1 Entire Agreement: The terms and conditions of these API Terms constitute the entire agreement between You and Skype with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Skype arising out of fraud or fraudulent misrepresentation.

14.2 Partial Invalidity: If any provision of these API Terms, 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 these API Terms as a whole, the legality, validity or enforceability of the remainder of these API Terms (including the remainder of the term which contains the relevant provision) shall not be affected.

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

14.4 Assignment: You are not allowed to assign these API Terms or any rights hereunder. Skype is allowed at its sole discretion to assign these API Terms or any rights hereunder to any third party, without giving prior notice.

14.5 Applicable Law and Competent Court: These API Terms shall be governed by and interpreted in accordance with the laws of Luxembourg and shall be subject to the jurisdiction of the courts of the district of Luxembourg.

14.6 Language: The original English version of these API Terms 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.

14.7 Survival: The terms of paragraphs 8, 11, 12 and 13 of these API Terms and any other provision of these API Terms which is expressed to survive or operate in the event of termination, shall survive termination of these API Terms for whatever reason.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THE SKYPE API TERMS AND UNDERSTAND AND ACCEPT THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SUBMITTING YOUR REGISTRATION, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND GRANT TO SKYPE THE RIGHTS SET FORTH HEREIN.