SKY-click - Conditions and Terms of Service - V1.0 - October 2006
ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE
This is a legal agreement between you ("User" Or "You") and ADS-click SA ("ADS-click"). By completing the registration process and clicking on the "I accept the Terms and Conditions" button, you are indicating your account to be bound by all the Terms and Conditions of this agreement. The SKY-click ("SKY-click") Software ("Software") and Service ("Service") is provided to you under the following SKY-click Terms ("Terms") and Conditions (“Conditions”). The Terms and Conditions comprise the entire agreement between the User and SKY-click and supersede all prior agreements between the parties regarding the subject matter contained herein. If you do not accept and abide by this Agreement, you may not use the SKY-click service or download or use the SKY-click client ("Client”) software (“Software”).
DESCRIPTION OF SERVICE
SKY-click is a web-based call centre built on Skype™ providing call routing to agents, call queuing, agent timetables availability, feedback forms and reporting using Skype™ communications (instant messaging, voice over ip and video). SKY-click uses Skype™’s communication capabilities and thus is not responsible for the quality of free Skype™ services (instant messaging, voice over ip, video, short message service and file transfers) or for Skype™’s paid services such as but not limited to SkypeOut™.
The SKY-click service operates exclusively on Personal Computers (PCs) with the following minimum system requirements: Windows 2000/XP SP2, Skype 1.4+, Microsoft .NET Framework version 1.1+. And Internet browsers: Internet Explorer 5.0 +, Mozilla Firefox 1.0 +.
To operate the service the User must: (1) provide all equipment including a computer and modem, necessary to establish a connection to the World Wide Web and (2) provide for own access to the World Wide Web and pay any connection and service fees associated with such access. The users of the service must be registered Skype™ users and will use their Skype™ account to run the SKY-click service.
You understand and agree that SKY-click is neither a telephony service nor a Voice over IP provider but is a web based call centre which must be used in parallel with such services.
The User agrees to: (1) provide certain current, complete, and accurate information about the User as prompted to do so by the Service and (2) maintain and update this information as required so as to keep it current, complete and accurate. All information requested on original sign up shall be referred to as registration data ("Registration Data"). ADS-click will maintain Registration Data in accordance with these Terms and then current SKY-click privacy policy, included in this document.
If you choose to download the Software, you understand and agree that these Terms and Conditions govern your use of the Service and/or the Client.
You also understand and agree that the Service may include certain communications from ADS-click, such as service announcements, administrative messages and the SKY-click Newsletter, and that these communications are considered part of SKY-click membership and you will not be able to opt out of receiving them.
MINIMUM AGE
You may not register for this Service if You are under 18 years of age. By registering for this Service You represent to ADS-click, that You are 18 years of age or older.
MODIFICATIONS TO TERMS AND CONDITIONS OF SERVICE
ADS-click may change these Terms and Conditions from time to time. You can check any change in these Terms and Conditions on the SKY-click website. The User's continued use of the Service constitutes an affirmative: (1) acknowledgment by the User of the Terms and Conditions and their modifications; and (2) agreement by the User to abide and be bound by the Terms and Conditions and their modifications.
MODIFICATIONS TO SERVICE
ADS-click reserves the right to modify or discontinue the SKY-click Service. ADS-click shall not be liable to the User or any third party should ADS-click exercise its right to modify or discontinue SKY-click.
PRIVACY POLICY
All information entered into SKY-click by the User is private to the User except to the extent that he or she opts to share that information with other SKY-click Users and/or the public, through SKY-click or otherwise. It is ADS-click’s policy to respect the privacy of Users. Therefore, ADS-click will not disclose to any third party the User's name or contact information. ADS-click will not monitor, edit, or disclose the contents of a User's information unless required to do so by law or in the good faith belief that such action is necessary to: (1) conform to the edicts of the law or comply with the legal process served on SKY-click; (2) protect and defend the rights or property of ADS-click; or (3) act under exigent circumstances to protect the personal safety of members or the public; (4) fix or debug problems with the SKY-click Software and Service.
USER ACCOUNT, PASSWORD, AND SECURITY
Once you become a User of the Service, you shall receive a password and an account. You are entirely responsible if you do not maintain the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities which occur under your account. You may change your password at any time by following instructions which we provide you through our website. You agree to immediately notify ADS-click of any unauthorized use of your account or any other breach of security of which you become aware.
DISCLAIMER OF WARRANTIES
The User expressly agrees that use of the Service is at the User’s sole risk. Although ADS-click will attempt to provide uninterrupted, timely, and secure services, ADS-click makes no representation that it will be able to do so. The Service, all information, software and products are provided on an “As is” and “As available” basis. ADS-click expressly disclaims all warranties of any kind, whether expressed or implied, including but not limited to, the implied warranties of performance, merchantability, fitness for a particular purpose and non-infringement.
ADS-click makes no warranty that the Service will meet your requirements, or that the Service will be uninterrupted, timely, secure, complete and error free, accessible, accurate, or will operate without packet loss, nor does ADS-click warrant any connection to or transmission from the Internet, or any quality of calls made through the ADS-click software.
The User understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Service is done at the User’s own discretion and risk and that the User will be solely responsible for any damage to the User’s computer system or loss of data or unauthorised disclosure of data that results from the upload, download, or storage of such material and/or data.
ADS-click makes no warranty regarding any goods or services purchased or obtained through the Service. No advice or information, whether oral or written, obtained by the User from ADS-click or through the Service shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
The User assumes responsibility for, among other things, (a) the selection of the Service to achieve the User’s intended results, (b) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the Service, and (c) the installation, use and results obtained from the Service.
Further, for the express purpose of limiting the liability against ADS-click, you agree that, to the maximum extent permitted by law, ADS-click shall in no event be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the licensed software, whether direct, indirect, incidental, consequential, special or otherwise, regardless of the form of action, even if ADS-click has been advised of the possibility of such damages.
ADS-CLICK’S PROPRIETARY RIGHTS
ADS-click grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by ADS-click for use in accessing the Service.
RESTRICTIONS
Except as otherwise expressly set forth herein, the User shall not: (a) translate or decompile, or create or attempt to create, by reverse engineering or otherwise, the source code form from the object code supplied; (b) modify, adapt, translate or create a derivative work from the Service; (c) remove any proprietary notices, labels, or marks on the Service. Without limiting the foregoing, any reproduction, redistribution, reverse engineering or de-compilation of the SKY-click Service is expressly prohibited by law, and may result in severe civil and criminal penalties. You agree not to redistribute the Service, nor to export or re-export the Service, directly or indirectly.
COPYRIGHT INFORMATION
All content including text, pictures, software and any other materials created by ADS-click are reserved. You may not use any materials listed on our site without the written consent of ADS-click.
INTELLECTUAL PROPERTY RIGHTS
As between ADS-click and you, ADS-click is the sole owner of the SKY-click Software, including, without limitation, any and all applicable Swiss, U.S. and any other country copyrights, patents, trademarks, and trade secrets and any other intellectual property or proprietary rights. All title and intellectual property rights in and to the content of any third party Web site that may be linked to or viewed in connection with the SKY-click Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you, as a user, no rights to use any content or information that you may find on the World Wide Web as a result of your use of the SKY-click Software. ADS-click respects the intellectual property of others, and we ask our users to do the same. ADS-click may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.
CONTENT OWNERSHIP
Unless stated otherwise for specific services, the User will retain copyright ownership and all related rights for information he publishes through SKY-click or otherwise enters into SKY-click-related services.
CONTENT RESPONSIBILITY
The User acknowledges and agrees that ADS-click neither endorses the contents of any User communications nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising from there or any crime facilitated thereby.
PROPRIETARY RIGHTS TO CONTENT
The User acknowledges that content ("Content"), including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsored advertisements or email-distributed, commercially produced information presented to the User of the Service by ADS-click, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, the User is only permitted to use this Content as expressly authorized by the Service or the Advertiser. The User may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by the Service or the Advertiser.
ADS-CLICK'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by ADS-click or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
ADS-click grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by ADS-click for use in accessing the Service.
DISCLAIMER OF LIABILITY FOR EMERGENCY SERVICES
ADS-click does not provide Emergency Services in conjunction with the SKY-click Service. Neither ADS-click nor any of its officers or employees may be held liable for any damage, claim, or loss, and the User waives any and all such claims or causes of action, arising from or relating to the use of the SKY-click Service to contact Emergency Services personnel.
The User will defend, indemnify, and hold harmless ADS-click, ADS-click Staff and Affiliates and agents and any other service provider who furnishes services to the User in connection with the ADS-click Software, from any and all damages, claims, losses, costs, penalties, fines and expenses by, or on behalf of, the User relating to the absence, failure or outage of ADS-click Software, including specifically any claims arising out of the failure of ADS-click to offer Emergency Services.
LIMITATION OF LIABILITY
ADS-click shall not be liable for any direct, indirect, incidental, special or consequential damages, resulting from i) The use or inability to use the Service; ii) For cost of procurement of substitute goods or services are unavailable; iii) Any goods or services purchased or obtained or messages received or transactions entered into through the Service; or iv) Resulting from unauthorised access to or alteration of the User’s transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible, even if ADS-click has been advised of the possibility of such damages. The User agrees that ADS-click’s liability for any claim arising out of or related to this agreement shall not exceed the greater of one hundred dollars ($100) or the amount of fees paid to ADS-click for use of the Service during the twelve months prior to the date the claim arose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above exclusions may not apply to you.
AVAILABILITY
ADS-click shall use all reasonable commercial efforts to make the Server available to the User, on a 24-hour basis, but if the User's access is suspended or interrupted or a fault or defect occurs which prevents access to the Server, ADS-click's liability shall be limited to restoring access to the Server as soon as reasonably practicable, otherwise ADS-click shall have no other liability to the User. ADS-click reserves the right to refuse access to any individual, network or institution, or to cease providing services, at any time. In addition, some services and/or features may be available on plus, trial or beta basis. ADS-click makes no guarantees that such services and/or features will remain available with or without charge.
NO RESALE OR COMMERCIAL USE OF THE SERVICE
Unless expressly authorized in writing by ADS-click, you agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes (a) any portion of the SKY-click Service or Client, (b) use of the SKY-click Service or Client, or (c) access to the SKY-click Service or Client.
ADS-click grants you a personal, non-transferable and non-exclusive right and license to use the Client on your computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right of the Client.
DATA STORAGE AND OTHER LIMITATIONS
ADS-click assumes no responsibility for the deletion or failure to store the User's data or information. ADS-click retains the right, at ADS-click’s sole discretion, to determine whether or not the User's conduct is consistent with these Terms and may terminate the Service if a User's conduct is found to be inconsistent with the Terms. You acknowledge that ADS-click reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that ADS-click reserves the right to modify these general practices and limits from time to time.
Skype™ provides free access to its software allowing ADS-click to operate the SKY-click service. If Skype™ modifies this policy, the SKY-click terms of service would be modified accordingly.
USER CONDUCT
The User is solely responsible for the contents of his or her transmissions through the Service. The User's use of the Service is subject to all applicable local, state, national and international laws and regulations. As a condition of your use of the SKY-click Software, you represent and warrant to ADS-click that you will not use the SKY-click Software for any purpose that is unlawful or otherwise prohibited by this Agreement. You may not use the SKY-click Software in any manner that could damage, impair, disable or overburden the SKY-click Software or in any way interfere with ADS-click's rights or any other user's use and enjoyment of the SKY-click Software, or otherwise infringe on any person's rights. Without limiting the foregoing, you agree, among other things, not to do any of the following:
(a)Transmit, e-mail, post, publish or otherwise disseminate in any way: (i) any artwork, audio or video selections, computer software, photographs, text or other material that is protected by copyright or other proprietary or intellectual property right, or derivative works of any such work, without first obtaining necessary permission from any third-party; (ii) any information or material whose export is prohibited by Swiss, U.S. and any other country’s export laws and regulations; (iii) any abusive, defamatory, fraudulent, harassing, libelous, obscene, pornographic, threatening, vulgar or otherwise objectionable information, material or other communication of any kind, or any communication that encourages illegal activity, gives rise to civil liability, or otherwise violates any law, statute, ordinance or regulation; (iv) any bulk advertisements, e-mails, offers for sale of goods or services, spam, solicitations or other unsolicited commercial communication, or any communication on which headers or other transmission information have been omitted, deleted, forged or misrepresented to disguise or misrepresent anyone's identity or contact information; or (v) any software or other communication that contains a virus or other component that is intended to destroy, disable, interrupt or otherwise interfere with any computer system or ADS-click data, any other user of the SKY-click Software or any other person or entity.
(b) Impersonate any other person or entity, including without limitation any ADS-click employee, or misrepresent your association or affiliation with any business, government agency or other entity; or
(c) Engage in any practice that interferes with the ability of other users of the SKY-click Software to engage in real-time communications.
AUTOMATIC UPDATES
The SKY-click Client may communicate with ADS-click's servers to check for available updates to the software, including bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, the Client sends ADS-click a request for the latest version information. By installing SKY-click, you hereby agree to automatically request and receive Updates from ADS-click's servers. ADS-click guarantees the performance of the SKY-click service for updated versions of the software but will not be responsible for downgraded performances when running older versions. ADS-click recommends you to download the latest versions as soon as they are available, you will be prompted by the service to do so.
LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because ADS-click has no control over such sites and resources, you acknowledge and agree that ADS-click is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that ADS-click shall not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
INDEMNIFICATION
You hereby agree to defend, indemnify and hold ADS-click, its affiliates, officers, directors and employees and their respective successors and assigns harmless from any and all claims, liabilities, costs and expenses, including, without limitation, all reasonable attorneys' fees and costs, arising in any way from the SKY-click Software or your communication or posting of any message, information, software or other materials via the SKY-click Software in violation of this Agreement or any applicable law, statute, ordinance or regulation.
TERMINATION
Either the User or ADS-click may terminate the Service with or without cause at any time and effective immediately. Termination shall be accompanied by a written notice to the other party. ADS-click shall not be liable to the User or any third party for termination of Service. Should the User object to any terms and conditions of the Terms or any subsequent modifications thereto or become dissatisfied with the Service in any way, the User's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service Membership; and (3) notify ADS-click of termination. Upon termination of the Service, the User's right to use the Service and Software immediately ceases. The User shall have no right and ADS-click will have no obligation thereafter to continue to store the User's data or information or to forward any unread or unsent messages to the User or any third party.
LAWS
These Terms of Service will be governed by and construed in accordance with the laws of the Canton of Geneva, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Geneva, Switzerland and you consent to the jurisdiction of such courts.
ADS-click operates its business in Switzerland, and this Agreement will be governed by the laws of Switzerland, excluding the application of its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. Any claim, disagreement or controversy arising out of or relating in any way to this Agreement shall be resolved exclusively by final and binding arbitration in accordance with the Commercial Arbitration Rules of the Swiss Arbitration Association. Any such arbitration will take place in the Canton of Geneva, Switzerland. If any provision(s) of the Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure by ADS-click to exercise any rights or enforce any of the terms of this Agreement shall not constitute a waiver of any such rights or terms unless acknowledged and agreed to by ADS-click in writing. If any portion of this Agreement is found to be invalid, the parties' intentions expressed herein shall nevertheless be given effect. All other provisions of this Agreement shall remain in full force and effect. The User and ADS-click agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The User and ADS-click agree that the terms and conditions of will continue to apply even if the Service is terminated. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.
ENTIRE AGREEMENT
This Agreement governs your use of the SKY-click Software and constitutes the entire agreement between you and ADS-click. It supersedes any prior agreements between you and ADS-click. Additional terms and conditions may apply when you use the services of other third parties, including providers of the Co-branded Versions. These additional terms will not reduce, diminish, modify or eliminate any rights ADS-click possesses with respect to this Agreement.
NOTICE
All notices to a party shall be in writing and shall be made either via email or conventional mail. ADS-click may broadcast notices or messages through the Service to inform the User of changes to the Terms and Conditions, the Service, or other matters of importance; such broadcasts shall constitute notice to the User.
NOTIFICATION OF MISUSE
You agree to notify ADS-click immediately of any misuse of the SKY-click Software by sending an e-mail to legal@sky-click.com or via mail to ADS-click, 20 route de Pré-Bois, 1215 Geneva – Switzerland – Tel : +41 22 791 73 80.
