JOOX User Agreement

Last modified: 9 August 2018

INTRODUCTION

Welcome to JOOX!

Your use of JOOX and the Content is subject to the terms of this Agreement between you and Tencent International Service Pte. Ltd. ("we", "us" or "our").

"This Agreement" comprises of: (a) this JOOX User Agreement; and (b) the following agreements generally applicable to users of Tencent services:

  • Terms of Service ("Tencent TOS") – which sets out the general terms governing the relationship between you and us in relation to your use of JOOX;
  • Privacy Policy – which sets out how we collect, store and use your Personal Information in JOOX;
  • Acceptable Use Policy – which sets out rules of good behaviour applicable to your use of JOOX; and
  • General End User Licence Agreement ("EULA") – which sets out terms applicable to your use of any software that we provide to you for your use of JOOX.

This JOOX User Agreement sets out additional service-specific terms for the purposes of the "Additional Terms and Policies" section of the Tencent TOS.

JOOX SERVICES

We make available the following JOOX services for JOOX Account holders. You may be able to access such JOOX services via either the JOOX website or JOOX software as offered by us from time to time.

  • "Free Service" – a free-of-charge service, supported by advertisements.
  • "VIP Service" – a membership-fee based service.

Further information regarding the requirements and features of, and your eligibility for, the above JOOX services is set out on our Q&A page at http://www.joox.com/faq

YOUR JOOX MEMBERSHIP

You may access JOOX by using your WeChat account (or certain third party platform accounts as permitted by us) (such WeChat or third party platform account of yours being, for the purposes of JOOX, your "JOOX Account"). You may also access the Free Service without a JOOX Account, but you may not be able to access all or any of the Free Service's features.

You can only access JOOX if you are in a country in which we are authorised to offer JOOX to you. You agree you will not circumvent any access or availability restrictions implemented by us in relation to such authorised countries, including by misrepresenting yourself as being in such countries. We may use various technologies to verify your location from time to time.

In addition to this Agreement:

  • the "Your Account" section of the Tencent TOS applies to your use of your WeChat account as a JOOX Account; and
  • your third party platform's terms apply to your use of your third party platform account (if applicable) as a JOOX Account.

YOUR USE OF JOOX

JOOX is for your personal and non-commercial use only. You agree to not use JOOX for any business purposes or public performances.

We may update or change JOOX at any time, either at no cost or subject to additional fees, in our sole discretion. Such changes or updates may include additional functionalities or limitations on your use of JOOX. Where reasonably practicable, we will provide notice to you of such updates or changes.

We may, at any time and in our sole discretion, place limits on the number or types of devices you may use to access JOOX. We may record the unique device identifier numbers of your devices in order to enforce such limits.

The Content

Subject to the terms of this Agreement, we grant you a limited, personal, non-exclusive, non-transferable and revocable licence to access the music, music videos and other materials made available by us to you within JOOX (collectively, the "Content"), within the country that your JOOX Account is registered in (such licence being the "Licence"). We may use various technologies to verify your location from time to time in accordance with our Privacy Policy.

Due to licensing and other restrictions, we may be unable to offer JOOX and/or license certain Content under the Licence to you if:

  • you are not a VIP Service member;
  • you are located in certain locations around the world; or
  • we otherwise do not have the rights to do so.

If you are a VIP Service member, the Licence includes a right for you to download one copy of certain Content (as made available by us to you for downloading within JOOX) to each of the devices that we permit you to use for accessing JOOX. Such downloaded Content will be:

  • playable only within JOOX and not within any other third party services or software;
  • no longer playable following cancellation or expiration of your VIP Service membership, unless as expressly otherwise authorised by us;
  • not shareable with any other person, whether with other users via the JOOX Message Function or otherwise (please see the “Karaoke Function and Message Function” section below for details of the Content and other materials that may be shared via the Message Function).

The Content may be subject to:

  • certain digital rights management restrictions (including, for any downloaded Content, the restrictions set out in the paragraph immediately above); and/or
  • such other restrictions as implemented by us from time to time (e.g. in relation to Content bit rates).

For the avoidance of doubt, any Content accessed (whether streamed, downloaded or otherwise) by you is subject to the Licence, and you will at no times have or acquire any ownership right in any Content. We may add, make available or withdraw Content at any time in our sole discretion.

Acceptable Use of JOOX and the Content

Your use of JOOX and the Content is governed by the Acceptable Use Policy, as well as any other applicable provisions of this Agreement. In particular, you agree that you will not (except where we otherwise expressly permit you to do so within JOOX):

  • use JOOX to download or reproduce any copyrighted materials;
  • copy, store, edit, change, prepare any derivative work of, or alter in any way any of the Content available within JOOX (including altering any proprietary or legal notices within the Content or JOOX);
  • make JOOX available over any network where it could be accessed by any third parties (this does not preventing you from sharing Content and other materials with other JOOX users via the JOOX Message Function - see the “Karaoke Function and Message Function” section below);
  • circumvent any technology used by us or our licensors to protect the Content or JOOX; or
  • rent, lease or sublicense JOOX, or otherwise allow any third parties to access JOOX via your JOOX Account.

YOUR PAYMENTS TO US

Billing and pricing - General

You must provide us with valid and current payment information, using a payment method that we accept (as made available by us to you from time to time). If your payment method information is not valid for any reason (whether due to credit card expiration, insufficient funds or otherwise), you remain responsible for any outstanding amounts (and such obligation will survive any expiry or termination of this Agreement).

We may adjust the pricing for any features (including JOOX Coins - see the section below entitled "JOOX Coins") of JOOX at any time and in any manner from time to time, in our sole discretion. Such adjustment may be due to promotional offers, any change in your location and/or for any other reason.

Any amount you pay to us in respect of membership fees, JOOX Coins or otherwise is exclusive of applicable taxes, and you agree that we may bill you for any such applicable taxes.

Further information about billing and pricing for JOOX is set out within JOOX from time to time.

To the extent permitted by applicable laws and regulations, all payments from you to us are non-refundable and non-creditable.


Billing and pricing - VIP Service

The terms in this section apply if you are a VIP Service member.

Your VIP Service membership's validity is subject to your payment of all applicable membership fees from time to time, as well as you fulfilling all relevant eligibility criteria (if any). We may set out further Additional Terms and Policies applying to such payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments) from time to time. You must comply with all such terms in relation to your payments to us.

We will bill your membership fee to such payment method on a forward prepaid basis, based on the membership period that you have selected. Except where we specify otherwise, your membership fee will be charged in the local currency of the location that you have registered your membership in.

We may, from time to time, make available to you automatic, recurring or subscription-based payment methods for your VIP Service. Where you have selected such payment methods, you agree that (subject to applicable laws and regulations):

  • such purchases are made by you on an advanced prepaid basis;
  • you authorise us to:
    • save your chosen payment method's information on our systems; and
    • bill your chosen payment method for the relevant time-periods as authorised by you;
  • if any payment made via your chosen payment method is rejected, denied, not received by us, or returned unpaid for any reason:
    • we may suspend or terminate our provision of JOOX to you until payment is properly processed; and
    • you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may charge you for such amounts); and
  • unless you cancel your VIP Service membership prior to the end of your membership period (pursuant to the "Termination of VIP Service" sub-section below), we will automatically renew your membership at the end of your membership period, using the most current payment information you have provided to us and at your then-current price.

We will provide you with further details within JOOX regarding how you may update, manage or cancel your membership, payment methods and/or payment information.

We may change or introduce any charges for JOOX at any time, following prior notice by publication within JOOX. Such revised charges may be due to promotional offers, changing or adding of membership options, any change in your location and/or for any other reason. Any such revised charges will apply immediately following the relevant notice's publication, except that if you are (at the time of such notice) an existing paid-for VIP Service member, such revised charges will apply only after you have subsequently terminated your paid-for VIP Service membership (if applicable).

Any membership fee you pay to us is exclusive of taxes, and you agree that we may bill you for any applicable taxes in addition to your membership fee.

Termination of VIP Service

Your VIP Service membership will continue unless and until either you or we cancel your membership, and is subject to your continuing payment of the applicable membership fees.

If your VIP Service membership included any limited promotional offers at the time of your purchase, your VIP Service membership will continue without those offers when those offers expire (as notified by us to you).

You may terminate your VIP Service membership by following the instructions provided by us within JOOX. Once we have received your termination notification and provided that we receive your termination notification at least 24 hours before the end of your then-current membership period – your VIP Service membership will terminate and convert into a Free Service membership at the end of that period.

To the extent permitted by applicable laws, any payments made by you to us are non-refundable, non-transferrable and non-creditable.

Limited free VIP Service membership

We may provide you with a limited free VIP Service membership if you fulfil certain eligibility criteria, as determined by us in our sole discretion. Such limited free VIP Service membership may share certain features with, but is not identical to and may not have the same features as, a paid-for VIP Service membership.

Your limited free VIP Service membership will last for a time period as specified by us in our sole discretion. We will not renew your limited free VIP Service membership unless you have fulfilled (and/or continue to fulfil) all relevant eligibility criteria.

At the end of your limited free VIP Service membership, your membership will convert into a Free Service membership unless you have registered for the VIP Service, in which case your membership will convert into a VIP Service membership.

Limited trial VIP Service membership

We may offer to you a free trial VIP Service membership, as determined by us in our sole discretion from time to time. Such free trial membership will last for one month or such other period as notified by us to you. We reserve the right to determine which users are eligible for such free trial membership. You may only redeem one free trial membership.

You must provide valid payment information to us in order to enjoy a free trial membership. At the expiry of your free trial membership, it will automatically convert into a VIP Service membership and you will then be subject to the terms (including membership fees) set out in this "VIP Service" section, unless you terminate your free trial membership (prior to its expiry) in accordance with the "Termination of VIP Service" sub-section above.

JOOX COINS

You may make certain payments within JOOX using virtual tokens called “JOOX Coins".

The “real money” price of JOOX Coins is determined by JOOX and as set out within JOOX and we may change such pricing at any time upon publication within JOOX. You may pay for JOOX Coins using your local currency only. We may process your payments using a third party payment processor and if so, the processing of your payment to us is subject to the relevant third party payment processing platform’s terms, as well as this Agreement.

Except as expressly notified to you in specific countries, JOOX Coins can only be purchased and used within JOOX. JOOX Coins cannot be used outside of JOOX (i.e. they cannot be used in any other Tencent or third party services or redeemed for cash).

You acknowledge that you do not own the JOOX Coins. You will not trade, sell, gift, transfer or lend JOOX Coins (a "Virtual Transaction"), except as permitted in accordance with this Agreement. Where Virtual Transactions are permitted, any such transactions are between you and the other relevant parties. We have no responsibility for any Virtual Transactions or JOOX Coins you may lose as a result of a Virtual Transaction. We are not responsible for any claims brought against you in relation to your use of the JOOX Coins or relating to any Virtual Transactions you enter into or are alleged to have entered into.

We may from time to time run limited time promotions to offer JOOX Coins at discounted prices or bonus offers for purchasing a certain amount of JOOX Coins. You may also be invited to complete tasks to obtain free JOOX Coins. The terms of such promotions and tasks will be notified to you within JOOX before you take part.

Once purchased, the JOOX Coins are stored within your JOOX Account for your use within JOOX from time to time, in accordance with any terms and instructions as notified by us to you. You may check your balance of JOOX Coins and their expiration dates (if any) from time to time within your JOOX Account page.

You may use JOOX Coins to pay for accessing paid Content including certain music broadcast channels within JOOX (if made available from time to time by JOOX), make payments during a stream of Content, send JOOX Coins as virtual gifts or send messages to other users or live broadcasters via us or to use certain functions within JOOX. You understand that all such payments are made to us only, and that although we may in some instances pay the relevant live broadcaster a percentage of your payment to us (as may be agreed between us and the relevant live broadcaster), you will under no circumstance be making any direct payment to any live broadcaster. Your JOOX Coins are valid until they are used by you, until the expiration of 60 days after your purchase of the JOOX Coins, or until this Agreement is terminated by us (whichever is the earlier). We may notify you at any time that JOOX Coins will cease to have value upon the lapse of a period of time notified to you, which may be longer or shorter than the duration referred to above. Following the lapse of this period of time, in countries where redemption of JOOX Coins for real money is permitted, redemption will (subject to applicable laws and regulations) no longer be available.

INTELLECTUAL PROPERTY AND THIRD PARTY TERMS

You agree to comply with all applicable laws, with the EULA and any other applicable provisions of this Agreement in your download and use of any JOOX software, including without limitation the "Our Intellectual Property Rights" and "Use of your device by our services" sections of the You also agree to comply with the "Our Intellectual Property Rights" and "Use of your device by our services" sections of the Tencent TOS

Your use of any JOOX software and the Content may be subject to third party terms, which may be notified by us to you from time to time. These third party terms may relate to your use of certain third party services, components or Content within JOOX, including in relation to the payment methods (provided by third parties) that you may use to pay for your VIP Service membership. You agree to comply with all such third party terms, as well as the "Third Party Content and Services" section of the Tencent TOS and any other applicable provisions of this Agreement.

We may respond to notices of alleged infringement of rights (including infringement of intellectual property rights, defamation and infringement of other civil rights) and other claims and demands. If you have any such infringement-related concerns, please see http://www.joox.com/take_down_policy

TERM AND TERMINATION

This Agreement will apply, as between you and us, until either you or we terminate your access to JOOX.

We may suspend or terminate your access to JOOX at any time in accordance with the "Termination" section of the Tencent TOS.

WARRANTY, DISCLAIMER AND LIABILITY FOR OUR SERVICES

The terms set out in the "Warranty and Disclaimer" and "Liability for Our Services" sections of the Tencent TOS will apply in relation to JOOX (and your use of JOOX).

GENERAL

This Agreement is the entire agreement between you and us in relation to JOOX (and your use of JOOX). You agree that you will have no claim against us for any statement which is not explicitly set out in this Agreement.

The terms set out in the "Governing Law and Dispute Resolution" section of the Tencent TOS will apply in relation to this Agreement (and any dispute between you and us in relation to this Agreement).

KARAOKE FUNCTION AND MESSAGE FUNCTION

As part of the JOOX Service, we offer a karaoke function (the "Karaoke Function") to enable you to record content (your audio recordings being the "User Recordings") and submit your User Recordings,lyrics to songs, words, photographs, information, musical works, content, text, images, works of authorship or any other content that you upload, post, link to, publish or display to JOOX (such content shall be "Your Content" for the purposes of, and shall be subject to, the terms set out in the “Your Content” section of the Tencent TOS).

You understand and accept that User Content is uploaded, posted, displayed or linked to on JOOX at your direction and under your control and that you are responsible for all consequences flowing therefrom.

We also offer a message function (the "Message Function") to enable you to send Your Content including User Recordings and playlists, as well as Content and links to such Content including albums, artists, charts and live broadcasts to other users within JOOX or WeChat. You may also share links to users’ public profiles via the Message Function.

In relation to the Karaoke Function and Message Function, in the event of any inconsistency between the provisions of this JOOX User Agreement and other provisions of this Agreement, this JOOX User Agreement will prevail.

Acceptable use of the Karaoke Function and Message Function

The Karaoke Function and Message Function are for your personal and non-commercial use only. Your use of the Karaoke Function and Message Function is governed by the Acceptable Use Policy, as well as any other applicable provisions of this Agreement. In particular, and in addition to your other obligations under this Agreement, you agree that you will not (except where we otherwise expressly permit you to do so within JOOX):

  • use the Karaoke Function and Message Function in a manner that would infringe our copyright or other rights or any third party rights;
  • subject any copyrighted materials contained in Content or User Content to derogatory treatment, including without limitation the use of abusive, offensive, obscene or foul language or defamatory statements;
  • falsely attribute any copyrighted materials contained in User Content to the wrong author;
  • include Personal Information (as defined in the Privacy Policy) relating to a third person in User Content or messages without the consent of that person or otherwise breach applicable data protection laws;
  • create any User Content that contains any content which you are not authorised to record or share or in respect of which you are not authorised to grant a licence to us;
  • upload, post, link, publish or display to JOOX any User Content which you are not authorised to upload, post, link, publish or display or in respect of which you are not authorised to grant a licence to us;
  • record, upload or share User Content that includes content which contravenes any provision of this Agreement (and in particular, this "Acceptable Use of the Karaoke Function and Message Function" sub-section of this JOOX User Agreement), or any applicable laws; or
  • use the User Content or any Content for commercial purposes or any other purpose beyond the licence terms of this Agreement,

each of the above hereafter referred to as "Objectionable Content".

Disclaimer and indemnity for copyright infringement and violations of laws

To the maximum extent permitted by applicable laws and regulations, in no event will we, our partners or any of our affiliate companies accept liability for any infringement of third party copyright or other rights or the breach of applicable laws arising or resulting from your use of the Karaoke Function or Message Function or your creation, uploading or sharing of User Content.

To the maximum extent permitted by applicable laws and regulations, you agree to indemnify us, our partners and our affiliate companies from and against any loss, damage, debt, cost, expense (including litigation costs and attorneys' fees) arising or resulting from any claim, action or demand in connection with any infringement of third party copyright or other rights or breach of any applicable laws and regulations resulting from your use of the Karaoke Function or Message Function or your creation, uploading, or sharing of User Content and will promptly execute all necessary documents and provide all assistance, documents and evidence required by us in order to defend any such claim, action or demand.

Right to remove, modify or delete User Content

We reserve the right, at any time in our sole discretion, and without notice to you, not to post or publish and to remove, modify or delete User Content, in whole or in part, and whether or not they contain Objectionable Content.

Granting of licence

You hereby grant us a worldwide, perpetual, unrestricted, assignable, sublicensable, royalty-free licence to reproduce, combine with other works, distribute, publicly display, communicate to the public, publicly perform, make available, create derivative works from and otherwise exploit and use all or any part of your User Content as part of the JOOX services and our other services.

You affirm, represent and warrant that you own or have the necessary licences, rights, consents, and permissions to publish your User Content and to grant us rights in the User Content pursuant to this Agreement, and you license to JOOX all patent, trade mark, trade secret, copyright or other proprietary rights you own in and to such User Content for publication as part of the JOOX services and our other services.

Collection and protection of Personal Information

You acknowledge and agree that, by using the Karaoke Function and Message Function, we may collect, use and share all Personal Information (whether relating to you or to a third person) contained in the User Content in accordance with the Privacy Policy.

Insofar as your User Content contains any Personal Information relating to a third person, you warrant that you have obtained the informed consent of such third person for their Personal Information to be collected, used and shared in accordance with the Privacy Policy.

However, if you or another person choose to share any User Content outside of JOOX or WeChat, you acknowledge and accept that the handling and use of any Personal Information contained therein is beyond our control and responsibility and you hereby release us from any liability in respect of such use of any Personal Information.

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