Effective as of October 1, 2017
Unitea is a service provided by Joox, LLC (“JOOX”, “we”, “our”, or “us”).
Please read our Terms carefully as the Terms create a legally binding agreement between you and JOOX with respect to your use of the Services. You acknowledge that you have read and understood the Terms and agree to be bound by them. If you don’t agree with (or cannot comply with) the Terms, then you may not use the Services in any capacity. We reserve the right, at our discretion, to change, replace, or modify these Terms at any time. You can view the date of the latest modifications to the Terms at the very beginning of these Terms. Although we may attempt to notify you of any major changes made to these Terms, you are solely responsible for reviewing these Terms from time to time for any updates and your continued use of the Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue using the Services under the new version of the Terms, you may terminate these Terms by contacting us pursuant to the termination section below.
1. Description of the SERVICES
Here’s some information about all the ways you can enjoy JOOX.
1.1. Our Services
JOOX is the entire music experience in one app. JOOX allows users to listen to all of their streaming services on the JOOX Platform. The JOOX Platform and Services allows users to curate, share, and discover music via social feeds and direct messaging platforms. Users who use the Services can gain “Karma” points for listening to, interacting with, and curating an artist’s music, as well as supporting artists by going to their shows and purchasing their merchandise. JOOX may also integrate other third-party apps (such as festival apps so users can earn “Karma” points with their favorite festivals) to enhance user interactions.
1.2. JOOX Karma and Virtual Property
JOOX understands that its music lovers already stream their favorite songs, check into shows, and hype new artists to friends – so JOOX answers the question of “Why not get rewarded for it?” JOOX provides a unique platform that allows for its users to generate “Rewards”, “Badges, “Experiences” and “Karma” (collectively, the “Virtual Items”). Any and all algorithms relating to Virtual Items is the sole and exclusive property of JOOX.
JOOX may offer the option to purchase certain Virtual Items with “real world” money. Once acquired, Virtual Items can only be used to (i) license a variety of virtual goods offered by JOOX, and (ii) exchange Virtual Items for a variety of additional artist experience items offered by JOOX and/or artists, including VIP tickets to selected artist performances and artist merchandise. VIRTUAL ITEMS HAVE NO CASH VALUE. Virtual Items may also be granted by JOOX on a free, promotional or sale basis or, in certain circumstances, earned through use. Free and/or promotional Virtual Items offered by JOOX may expire at JOOX’s sole and absolute discretion at any time. Artist on the JOOX Platform may also grant Virtual Items and/or artist experience items to you in their absolute discretion and subject to the same restrictions herein. JOOX does not recognize any purported transfers of any Virtual Items or any other virtual property executed outside of the JOOX Platform, or the purported sale, gift or trade in the “real world” of anything that appears or originates in the JOOX Platform. Accordingly, you may not sell Virtual Items for “real” money, or exchange such Virtual Items for value outside of the JOOX Platform. Regardless of how acquired, Virtual Items do not accrue interest, and are not insured by the Federal Deposit Insurance Corporation (FDIC). You have no ownership or property right in or title to such Virtual Items or currency.
1.3. JOOX Accounts
In order to access some of the features of the Services and the JOOX Platform, you would have to create a JOOX account (an “Account”). You may create an Account by following the instructions found on the homepage of the JOOX Platform. You are not permitted to use another user’s account, even if you have obtained such user’s permission. You must provide accurate and complete information when registering your Account. Users are solely responsible for all activity that occurs on their Accounts. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Services. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your Account by third parties, please notify us immediately and change your password as soon as possible. You must also immediately notify JOOX in the event of any suspected security breach or unauthorized use of your Account. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT STORED OR HOSTED ON THE JOOX PLATFORM OR SERVERS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO SUCH ACCOUNTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF JOOX. JOOX does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void.
2. Right to Use the JOOX PLATFORM
Subject to your compliance with these Terms, JOOX grants you a limited, personal, non-exclusive, revocable, non-assignable, non-transferable right and license to make personal, non-commercial, entertainment use of the Services and the JOOX Platform (the “License”). Such License consists of the right to:
i. submit, upload, post, and maintain content on the JOOX Platform strictly as permitted in accordance with these Terms and any other applicable terms posted on the JOOX Platform from time to time;
ii. participate in the community areas and communicate with other members of the JOOX community strictly in accordance with these Terms; and
iii. use the Services provided as part of the JOOX Platform strictly as permitted in accordance with these Terms and any other terms applicable to those Services from time to time.
Except for the rights expressly granted to you in these Terms, JOOX grants no right, title, or interest to you in the Services or JOOX Platform. You agree not to use the Services, the JOOX Platform, or any part thereof in any manner not expressly permitted by the Terms. This License shall remain in effect until and unless terminated by you or JOOX.
You acknowledge and agree that the Services and the JOOX Platform and all of the content and software applications found within it are licensed, not sold, to you, and JOOX and its licensors retain ownership of all copies of the foregoing even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (the “Device(s)”).
All JOOX trademarks, service marks, trade names, logos, domain names, and any other features of the JOOX brand (“JOOX Brand Features”) are the sole property of JOOX or its licensors. These Terms do not grant you any rights to use any JOOX Brand Features whether for commercial or non-commercial use.
3. License Restrictions
The License shall be granted under the condition that users remain in strict compliance with these Terms at all times during their use of the Joox Platform and the Services. This includes adhering to the following restrictions:
i. You must not copy, “rip”, capture, redistribute, reproduce, record, transfer, perform or display to the public, broadcast, or make available to the public, or attempt to do so, any part of the Services or the JOOX Platform and its content (or otherwise making any use thereof) which is not expressly permitted under these Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Services or the JOOX Platform or any part of it;
ii. You must not use the Services to import or copy any local files you do not have the legal right to import or copy in this way;
iii. You must not transfer copies of cached content from an authorized Device to any other Device via any means;
iv. You must not, and must not permit any third party to, copy or adapt the object code of any part of the JOOX Platform or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the JOOX Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to content other than User Content;
v. You must not circumvent any technology used by JOOX, its licensors, or any third party to protect the JOOX Platform content or the Services or any other restrictions applied by JOOX or its licensors;
vi. You must not sell, rent, sublicense or lease of any part of the Services or the JOOX Platform or in any way use any part of the JOOX Platform (other than User Content) in any way designed to create a content service or to replicate any part of the JOOX Platform;
vii. You must not employ any techniques or engage any service that misrepresents the popularity or any other analytical component of User Content on the JOOX Platform, or to misrepresent your activity on the JOOX Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion;
viii. You must not remove or alter, or attempt to do so, any copyright, trademark, or other intellectual property notice contained on or provided through the Services or in any way appearing on the JOOX Platform;
ix. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of the Services or any content found on the JOOX Platform;
x. You must not sell an Account or playlist, or otherwise accept any compensation, financial or otherwise, to influence the name of an Account or playlist or the content included on an Account or playlist;
xi. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation; or
xii. You must not use the JOOX Platform to upload, post, store, transmit, display, copy, distribute, promote, make available to the public, or register a user name and/or username, which includes material that:
a. is offensive, abusive, libelous, defamatory, pornographic, threatening, or obscene, harassing, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in JOOX’s reasonable discretion;
b. is illegal, or intended to promote or commit an illegal act of any kind, including acts that violate, plagiarize, misappropriate or infringe the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right;
c. purposely includes personal data of third parties or is intended to solicit such personal data (including passwords of third parties);
d. contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, or any other harmful or malicious component or material that interferes with a user’s access to the Services;
e. impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
f. involves any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation;
g. interferes with or in any way disrupts the Services, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Services or any and all components of the JOOX Platform (including, without limitation, computer systems, network, usage rules, security components, authentication measures or any other protection measures applicable to the Services);
h. contains content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in JOOX’s reasonable opinion;
i. links to, references, or otherwise promotes commercial products or services, except as expressly authorized by JOOX; or
j. impersonates or misrepresents a user’s affiliation with another user, person, entity, or in any way is deemed fraudulent, false, or deceptive.
You agree to comply with the above conditions at any and all times during your use of the JOOX Platform, and acknowledge and agree that JOOX has the right, in its sole discretion, to terminate your Account or take such other action as we see fit if
you breach any of the above conditions or any of the other terms contain in these Terms. This may include taking court action and/or reporting offending users to the relevant authorities. JOOX also retains the right to reclaim your username for any reason whatsoever.
4. Third Party Applications
The Services may be integrated, with, or provide you access to, third party applications, websites, databases, networks, serves, information, software, programs, systems, directories, products, or services (collectively, the “Third Party Applications”) to make available content, products, and/or services to you. JOOX assumes no responsibility for these Third Party Applications and is not responsible for their functionality, content, or nature of their use. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that JOOX does not endorse and is not responsible or liable for the behavior, features, content, or any practices of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications, which you shall do at your own risk. JOOX advises you to make any and all reasonable and/or necessary inquiries with any third party related to the Third Party Applications. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third Party Applications, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third Party Applications.
5. User-Generated Content
JOOX users may post, upload, store, transmit, submit, exchange, make available and/or contribute (“post”) content to the Services (which may include, for example, audio, graphics, comments, pictures, text, messages, information, playlist compilations, and/or other types of content) (collectively, the “User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the JOOX Platform as well as any other part of the Services. You acknowledge and agree that this User Content is generated, owned, and controlled by you and not by JOOX.
You represent and warrant that, with respect to any User Content you post on JOOX, that you have the right to post such User Content, and that such User Content, or its use by JOOX, does not violate these Terms, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by JOOX or any artist, band, label, entity or individual without express written consent from such individual or entity.
JOOX may, but has no obligation to, monitor, review, or edit User Content. In all cases, JOOX reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in JOOX’s sole discretion, violates these Terms. JOOX may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. JOOX is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST JOOX RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD JOOX HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
Any feedback, ideas or suggestions provided by you through any medium to JOOX in connection with the Services or the JOOX Platform is not confidential and you authorize JOOX to use such feedback without restriction and without payment to you. Feedback is considered a type of User Content.
6. Rights Grant to JOOX
In consideration for the rights granted to you under the Terms, you grant us the right (1) to allow the Services to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Services, (2) to provide advertising and other information to you, and (3) to allow our business partners to engage in the same activities. In any part
of the Services, the content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some content licensed, provided to or otherwise made available by JOOX may contain advertising as part of the content. In such cases, JOOX will make such content available to you unmodified.
You grant JOOX a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including feedback, and your right to object to derogatory treatment of such User Content.
You agree that JOOX retains the unfettered right to modify the JOOX Platform and all aspects of the Virtual Items. You acknowledge that JOOX has been, is, and will be constantly making changes to the JOOX Platform. You further acknowledge that JOOX can and will, in its discretion, modify features, functions or abilities of any element of any of the JOOX Platform or Virtual Items (which may, among other things, make the Virtual Items substantially more valuable, effective or functional, or less valuable, effective or functional, more common or less common, or eliminated entirely). You acknowledge and agree that all Virtual Items represent a limited license right as governed by these Terms, and are not redeemable for any sum of money or monetary value from JOOX at any time.
7. Infringing Content, Blocking and Removal of Content
If JOOX is notified by a copyright holder that any content infringes a copyright, JOOX may in its absolute discretion take actions without prior notification to the provider of that content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to JOOX with a request to restore the removed content. If you discover or believe that any content posted within the JOOX Platform infringes your intellectual property rights or other rights or that any content does not comply with these Terms, please contact email@example.com.
JOOX reserves the right to block, remove or delete any content posted on the JOOX Platform at any time, and to limit or restrict access to any such content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms, or applicable law, or is otherwise unacceptable to JOOX.
8. Services Limitations and Modifications
JOOX will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, JOOX reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand, agree, and accept that JOOX has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. This section will be enforced to the extent permissible by applicable law. JOOX and/or the owners of any content may, from time to time, remove any such content without notice to the extent permitted by applicable law.
These Terms will continue to apply to you until your Account is terminated by either you or JOOX. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will therefore continue after expiry or termination of any of the Terms for any reason. JOOX may terminate the Terms or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services and/or content located within the JOOX Platform, or non-compliance with these Terms. If you or JOOX terminate the Terms, or if JOOX suspends your access to the Services, you agree that JOOX shall have no liability or responsibility to you, and JOOX will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to
terminate your JOOX account, please contact us at firstname.lastname@example.org. This section will be enforced to the extent permissible by applicable law. You may terminate the Terms at any time by deleting your account.
Sections 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 herein, as well as any other sections of the Terms that, either explicitly or by their nature, must remain in effect even after termination of the Terms, shall survive termination.
10. Warranty and disclaimer
JOOX cannot always control the nature of the User Content available on the JOOX Platform. By operating the JOOX Platform, JOOX does not represent or imply that JOOX endorses any blogs, posts, User Content or other content available on or linked to by the JOOX Platform, including without limitation content hosted on Third Party Applications or other third party websites, or that JOOX believes the foregoing materials to be accurate, useful or non-harmful. YOU AGREE THAT THE USE OF THE SERVICES AND JOOX PLATFORM WILL BE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JOOX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AND ALL OTHER OWNERS OF THE CONTENT MADE AVAILABLE ON THE JOOX PLATFORM MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. JOOX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AND ALL OTHER OWNERS OF THE CONTENT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE JOOX PLATFORM, USER CONTENT, THIRD PARTY APPLICATIONS, OR THE CONTENT OF ANY WEBSITES LINKED TO THE JOOX PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS IN THE SERVICES AND THE JOOX PLATFORM, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE JOOX PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES AND THE JOOX PLATFORM, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE JOOX PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND THE JOOX PLATFORM. IN ADDITION, JOOX MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT JOOX IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE SERVICES. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM JOOX SHALL CREATE ANY WARRANTY ON BEHALF OF JOOX IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.
THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO UNINSTALL ANY JOOX SOFTWARE AND TO STOP USING THE SERVICES. WHILE JOOX ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT
TO JOOX, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD-PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JOOX, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES AND JOOX PLATFORM, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER JOOX HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (3) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE JOOX PLATFORM; (4) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (5) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (6) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES AND/OR THE JOOX PLATFORM BY ANY THIRD PARTY; (7) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND THE JOOX PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE JOOX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (8) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO JOOX DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
YOU SPECIFICALLY ACKNOWLEDGE THAT JOOX SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Services are controlled and offered by JOOX from its facilities in the United States of America. JOOX makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM AGAINST JOOX MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION UNDER SECTION (17.2.1) OR FILING AN INDIVIDUAL ACTION UNDER SECTION (17.2.2) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
12. Third Party Rights
You acknowledge and agree that the owners of the content found within the JOOX Platform and certain distributors (such as app store providers) are intended beneficiaries of the Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, the Terms are not intended to grant rights to anyone except you and JOOX, and in no event shall the Terms create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Terms are not subject to the consent of any other person.
13. Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and JOOX, these Terms constitute all the terms and conditions agreed upon between you and JOOX and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
Please note, however, that other aspects of your use of the Services may be governed by additional agreements. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on JOOX’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.
14. Severability and Waiver
Unless as otherwise stated in the Terms, should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by JOOX or any third-party beneficiary to enforce the Terms or any provision thereof shall not waive JOOX’s or the applicable third party beneficiary’s right to do so.
JOOX may assign the Terms or any part of them, and JOOX may delegate any of its obligations under the Terms. You may not assign the Terms or any part of them, nor transfer or sub-license your rights under the Terms, to any third party.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless JOOX, its parent corporation, its subsidiaries, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees and costs) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.
17. Choice of Law, Mandatory Arbitration and Venue
17.1.Governing Law / Jurisdiction
The Terms (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of Florida, United States of America, without regard to choice or conflicts of law principles.
Further, you and JOOX agree to the jurisdiction of the Southern District of Florida to resolve any dispute, claim, or controversy that relates to or arises in connection with the Terms (and any non-contractual disputes/claims relating to or arising in connection with them) and is not subject to mandatory arbitration under Section 17.2.1.
JOOX does not accept any codes of conduct as mandatory in connection with the Services provided under this agreement.
PLEASE READ THIS FOLLOWING SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
The terms contained in this section 17.2 shall be herein referred to as the “Arbitration Agreement” and applies only to users in the United States.
17.2.1. Dispute Resolution and Arbitration
You and JOOX agree that any dispute, claim, or controversy between you and JOOX arising in connection with or relating in any way to these Terms or to your relationship with JOOX as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) will be determined by mandatory binding individual (not class) arbitration. You and JOOX further agree that the arbitrator,
and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute, claim, or counterclaim relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable or to the arbitrability of any claim or counterclaims. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorneys’ fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Terms.
Notwithstanding the clause above (17.2.1), you and JOOX both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this Arbitration Agreement doesn’t stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
17.2.3. No Class or Representative Proceedings: Class Action Waiver
YOU AND JOOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and JOOX agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
17.2.4. Arbitration Rules
Either you or we may start arbitration proceedings. Any arbitration between you and JOOX will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and JOOX agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. JOOX can also help put you in touch with the AAA.
Any arbitration hearings will take place in the county (or parish) of your billing address, provided that if the claim is for $25,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
If you choose to file an arbitration proceeding and you are required to pay a filing fee, JOOX will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. JOOX will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
17.2.5. Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice“). JOOX’s address for Notice is: JOOX, LLC, c/o Greenspoon Marder, 600 Brickell Avenue, Suite
3600, Miami, Florida, 33131, Attn: Leslie José Zigel, Esq. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand“). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or JOOX may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or JOOX shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of JOOX’s last written settlement offer, then JOOX will instead pay you either the amount of the award or $1,000, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 17.1 shall govern any claim in court arising out of or related to the Terms.
18. Ability to Accept Terms
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are under 13 years of age, then please do not use the Services.
19. Contact Us
If you have any questions concerning the Services or the Terms, please contact JOOX Customer Service by visiting the About Us section of our website.
If you are a California resident, you may have the Terms mailed to you electronically by sending a letter to JOOX, LLC, Attn: Leslie José Zigel, Esq. with your email address and a request for the Terms. In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
JOOX, LLC c/o Greenspoon Marder
600 Brickell Avenue, Suite 3600
Miami, Florida 33131
Attn: Leslie José Zigel, Esq.