End User License Agreement

IMPORTANT – PLEASE READ CAREFULLY:

Thank you for your interest in the Skype4Outlook Toolbar software ("Toolbar")

Before you download the Toolbar you must read and fully consent to this End-User License Agreement (the "Agreement"). Your download, installation and use of the Toolbar (including any third party software made available in conjunction with this software) are governed by this Agreement and you agree to be bound by the following terms and conditions (the "Terms and Conditions"). By using the Toolbar, you also consent to the Skype4Outlook Privacy Policy

This End User License Agreement constitutes a valid and binding agreement between Cybwell Media GmbH incorporated in Steinhausen, Switzerland (hereafter referred to as “Cybwell”) and you, as a user, for the use of the Toolbar.

You must enter into this Agreement by clicking on the ACCEPT button below in order to be able to install and use the Toolbar. Furthermore, by installing and using the Toolbar you agree to be bound by the terms of this Agreement and any new versions hereof. The date on which this Agreement is entered into by you by either clicking on the ACCEPT button or by downloading, installing and using the Toolbar is defined as the Effective Date.

You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by Cybwell to show your approval of any foregoing texts and/or to download and install the Toolbar, you are entering into a legal binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Toolbar. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

If you are residing in a jurisdiction which restricts the use of internet-based applications according to application functionality or age, or which restricts the ability to enter into agreements such as this agreement according to age and you are under such a jurisdiction and/or under such age limit, you may not enter into this Agreement and may not download, install or use the Toolbar. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction if your use of the Toolbar is allowed.

Personal Use of the Toolbar and Confidential Information
Any references to the pronoun "you" or "your" anywhere in this Agreement are intended to refer to any one Authorized User and to all Authorized Users of the Toolbar and the Toolbar Services. You are only authorized to use the Toolbar and the Toolbar services for your personal use only (at work or at home) and not for any commercial purpose.
Personal use only means that you may use it at work or at home, to search for anything you want, to initiate text messaging services or a verbal call to a person in your Outlook contacts database. But you first need to obtain Cybwell’s permission if you want to sell, modify, copy, license, or create derivative works from the Toolbar.
Furthermore, you may not use the Toolbar in any manner that could damage, disable, overburden, or impair Cybwell’s search services.
You may NOT use the Toolbar in an automated manner, nor may you use the Toolbar in any manner that could interfere with any other party's use of Cybwell’s services.
The Toolbar Services that are enabled through the Toolbar are subject to change from time to time, and by installing or using the Toolbar, you consent to our adding, changing or removing Toolbar Services made available in conjunction with or through the Toolbar.
You acknowledge and understand that Cybwell does not control, nor have any knowledge of, the content of any communication(s) spread by the use of the Toolbar.
The content of the communication is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, indecent or otherwise objectionable.
Cybwell will not be liable for any type of communication spread by means of the Toolbar.
Limited License to use the Toolbar
The Toolbar is designed to be used in conjunction with both Cybwell’s search services, Skype’s communications services and Microsoft® Office Outlook®. Accordingly, your use of the Toolbar is also defined by the general terms and conditions of use applicable to the search service’s web site located at www.searchengine.com and the separate terms and conditions applicable to usage of Skype services including but not limited to the Skype End User License Agreement located at http://skype.com/company/legal/eula/.
Cybwell hereby agrees to grant to you, a non-exclusive, limited license, to download, install and use the most recent version of the Toolbar subject to the provisions set forth in this Agreement.
Cybwell may, but need not, issue changes, patches, and fixes (collectively, "Upgrades") to the Toolbar. If and when Cybwell issues Upgrades to the Toolbar to the general public or otherwise, Cybwell may, but is not required to, make such Upgrades available to you. The Toolbar shall include such Upgrades and the updated Toolbar shall be governed by the terms of this Agreement.
If you have the current version of the Toolbar installed on your authorized computer, and Cybwell decide to make Upgrades available to you, Cybwell may automatically download the Upgrades onto your authorized computer. By first downloading and installing the Toolbar onto your authorized computer, you agree that Cybwell may automatically provide such Upgrades to you at our discretion without any requirement for further approval or consent from you or notification to you. Cybwell may also determine from time to time, in our discretion, that in order to provide you with new Upgrades, you will need to review this Agreement (as such may be amended by us in our discretion) again and accept them again, before you are permitted to download and install any such Upgrades.
You acknowledge and agree that the Toolbar may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Cybwell emphasizes that it will only incorporate such third party software or technology for the purpose of (a) adding new or additional functionality or (b) improving the technical performance of the Toolbar. Any such third party software or technology that is incorporated in the Toolbar falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Toolbar will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you are not entering into a contractual relationship with Cybwell or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Cybwell or its Affiliates to enforce any of your rights.
Intellectual Property
You acknowledge that Cybwell or third parties own all rights, title and interest in and to the Toolbar, portions thereof, or software provided through or in conjunction with the Toolbar, including without limitation all Intellectual Property Rights including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the Toolbar, the documentation, the Skype4Outlook website and any Skype4Outlook promotional materials. The Toolbar is protected by copyright and other intellectual property rights. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Toolbar. You may not copy or otherwise use the Toolbar, in whole or part, except as expressly permitted by this Agreement. You also agree to not remove, obscure, or alter Cybwell’s or any third party's copyright notice, trademarks, or other proprietary rights notices. Portions of the Toolbar may have been developed by one or more third parties, who shall each have the right and ability to enforce those provisions of this Agreement which relate to intellectual property and confidentiality restrictions and protections.
Term and Termination
This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Cybwell or you as set forth below. Cybwell may terminate this Agreement at any time, with or without cause by preventing your access to the Toolbar. You may terminate this Agreement at any time, with or without cause, provided that you will meet with the following conditions: you (a) acknowledge and agree that all licenses and rights to use the Toolbar shall terminate, and (b) will cease any and all use of the Toolbar, and (c) will remove the Toolbar from all hard drives, networks and other storage media and destroy all copies of the Toolbar in your possession or under your control.
Your Representations and Warranties; Indemnification of Cybwell
You represent and warrant that you are authorized to enter into this Agreement and comply with its terms. Furthermore, you represent and warrant that you will at any and all times meet with your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Toolbar.
You agree to indemnify, defend and hold Cybwell, its Affiliates and the officers, directors, employees and agents of Cybwell or any other persons hired by Cybwell, harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Toolbar, or (d) communication spread by means of the Toolbar.
Disclaimer of Warranties
Cybwell and any third party who makes its software available in conjunction with or through the Toolbar disclaim any responsibility for any harm resulting from your use of the Toolbar and/or any third party software accessed in conjunction with or through the Toolbar. You acknowledge and agree that the entire risk arising out of the use or performance of the Toolbar remains with you, to the maximum extent permitted by law.
THE TOOLBAR IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER WITH RESPECT TO ITS FUNCTIONALITY, OPERABILITY OR USE, AND NEITHER CYBWELL NOR ITS LICENSORS WARRANT THAT THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR THAT THE PRODUCT IS ERROR-FREE. YOU UNDERSTAND AND AGREE THAT THE ENTIRE RISK REGARDING THE QUALITY AND PERFORMANCE OF THE TOOLBAR IS WITH YOU. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE TOOLBAR AND ALL THIRD PARTY SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TOOLBAR AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE TOOLBAR AND SUCH THIRD PARTY SOFTWARE.
Limitation of Liability
THE TOOLBAR IS BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL CYBWELL OR ANY OTHER PARTY WHICH HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER FOR USE OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSSES RESULTING FROM SYSTEM INTERRUPTION OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY UNDER WHICH THE LIABILITY MAY BE ASSERTED, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL CYBWELL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR DOWNLOAD, INSTALLATION, USE OR MISUSE, UNINSTALLATION, OR RELIANCE UPON THE TOOLBAR OR THE TOOLBAR SERVICES. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE TOOLBAR IS TO DEINSTALL AND CEASE USE OF SUCH TOOLBAR.
General Provisions
These terms and conditions constitute the entire agreement between you and Cybwell with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
Cybwell reserves the right to modify this Agreement at any time by providing such revised Agreement to you or by publishing the revised Agreement on the Skype4Outlook website. Your continued use of the Toolbar shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.
Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
No waiver of any right under this Agreement shall be effective unless given in writing by an authorized representative of Cybwell. The failure of Cybwell at any time to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by an authorized representative of Cybwell.
You are not allowed to assign this Agreement or any rights hereunder.
Cybwell is allowed to, at its sole discretion, assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
This Agreement shall be governed by and construed in accordance with the laws of Switzerland without giving effect to principles of conflict of laws. Any legal proceedings arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the courts of Switzerland.
Any notice required or permitted to be given under this Agreement shall be given in writing and shall be effective from the date delivered by hand or sent by registered mail, certified mail or overnight courier.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE TOOLBAR, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND GRANT THE RIGHTS SET FORTH HEREIN TO CYBWELL.

Last revision: September 2004.