Welcome to Youku. This Youku VIP Service Agreement (“VIP Agreement”) governs your use of our international mobile-based, web-based or TV-based Youku application (“Youku app”) as a VIP member account subscription user (“VIP Services”, and for further details of the available features, please refer to the our VIP Privilege page).
Our VIP Services are provided by Jet Brilliant Limited, a company incorporated under the laws of Hong Kong (referred to as “Youku”, “we” or “us”, including its subsidiaries and affiliates).
Please read this VIP Agreement carefully before considering whether to proceed and accept the use of our VIP Services. In particular, please carefully read and ensure that you fully understand all clauses herein, especially those in bold. By signing up to or purchasing our VIP Services, you are accepting and consenting to the terms as described in this VIP Agreement. If you do not agree to any of the terms under this VIP Agreement, please do not indicate your acceptance or purchase our VIP Services, and immediately cease your use of our VIP Services.
You must be at least 18 years or above to use our VIP Services. The age definition of minors may be different in different countries/regions. Therefore, if you have reached the age of 18 but are still a minor according to local laws, you must read this VIP Agreement under the guidance of your parent or legal guardian and proceed to use our VIP Services only after obtaining the explicit consent of your parent or legal guardian.
1. Scope of VIP Agreement
1.1. Supplemental agreement
This VIP Agreement is a supplemental agreement and is intended to supplement our User Service Agreement. In case of any conflict between this VIP Agreement and our User Service Agreement, the terms under this VIP Agreement shall prevail unless otherwise specified.
1.2. Further supplemental agreements to our VIP Services
As technology advancement continues to take place rapidly and to cater for our on-going business needs, we may require further terms to be incorporated by way of supplemental agreements (in whatever form, expressed to be applicable and binding, including but not limited to any agreements, rules, announcements, prompts, notices and online FAQs) to set out further rights and obligations amongst us.
2. Opening, Management, Use and Cancellation of VIP Member Accounts
2.1 Opening of VIP Member Account
· You may subscribe to our VIP Services (upon which you become a “VIP Member”) by paying to us the VIP subscription service fees or through other means as agreed by us (including but not limited any payment made under our promotional activities). Upon your completion of all relevant procedures to become a VIP Member as designated by us, you may enjoy our VIP Services by logging in to your VIP member account (“VIP Member Account”).
· You may access your account information by logging in to the Youku VIP Member Center, which includes details to the specific subscription service and your subscription period.
· Our VIP Services are available on our international mobile-based, web-based and TV-based Youku app.
2.2 Management and use of VIP Member Account
Management of VIP Member Account
· You must properly keep and maintain your VIP Member Account in a safe and secure manner, including by keeping your password secure. In case of any leakage, loss or theft arising from reasons other than Youku’s fault, you shall be liable for all losses incurred therefrom.
Use of VIP Member Account
· General use and restrictions
You must use our VIP Services in compliance with all relevant laws and in accordance with the provisions under this VIP Agreement.
Our VIP Service is a personal, non-transferable, non-commercial, revocable, time-limited and non-exclusive license granted to you by us, in consideration for your performance of your obligations under this VIP Agreement and under all relevant laws, regulations, policies, public order and good customs. You can only use such services for non-commercial purposes and for personal viewing only.
You understand and agree with the following.
· You shall not provide your VIP Member Account to any other third party in any way (such as by transferring, renting, borrowing, sharing and selling) for the purposes of live streaming, recording, watching, uploading and participating in sales promotion, amongst others.
· You must only enjoy and use our VIP Services on the Youku app, and must not (and must not attempt to) separate any of our VIP Services from the Youku app by any illegal or improper means.
· Any VIP Services obtained by illegal or improper means, including but not limited to obtaining through theft, exploitation of any system bugs (such as robot software, spider software, crawler software or refresh software), improper purchasing, renting, borrowing, sharing or transferring of VIP Member Accounts, or the malicious use or exploitation of any of our VIP sales promotion, are prohibited. VIP Services obtained via any means as mentioned herein shall not be subject to the rights and protection under the provisions of this VIP Agreement.
· You shall not in any way harm the interest of us and/or any third party in your use of our VIP Services.
We reserve the right to investigate the legal liability of and claim against any persons’ illegal or improper acts. We are entitled to immediately cease or discontinue any of our VIP Services to you at any time in case of suspected or actual breach by you of the abovementioned provisions (including to suspend or terminate your VIP Member Account). All losses and responsibilities incurred arising therefrom shall be borne by any such person carrying out such illegal or improper acts (or causing such acts to be performed).
Save and except for specified sale of our VIP Services jointly by us and our agents or third-party platforms authorised by us, we do not authorise any other third parties to sell or transfer our VIP Services. Any sale or transfer of our VIP Services without our authorisation shall be deemed illegal, and we are entitled to investigate the legal liability of related personnel and take relevant legal actions as appropriate.
· Intellectual property rights
You understand and agree that you have the right to use our VIP Services and other services and products provided by us under your VIP Member Account (as relevant), and the ownership and intellectual property rights of the aforementioned services and products and their derivatives shall vest in and be owned by us, except for the ownership of physical products obtained otherwise authorised by us.
· Login restrictions
You understand and agree that the same VIP Member Account only allows your use on up to 3 devices, and the same account can be used to watch videos on up to 2 devices simultaneously. If you log in to the same VIP Member Account and play videos on a third device, your membership rights under this account will become temporarily unavailable. You may restore your membership rights by (1) closing the video on your third device, and (2) changing your password and logging in again.
If you need to log out, you can click "Logout" under "My-Settings". The next time you choose to log in, you can choose to an episode to continue viewing using the data collected. You can continue to watch the videos that you have downloaded and/or cached locally after logging in, but if the authorisation period granted by the copyright owner expires in relation to that content, you may not be able to access or watch such video.
2.3 Cancellation of VIP Member Account
Youku may cancel our VIP Services and/or terminate your VIP Member Account pursuant to the terms of this VIP Agreement and relevant laws.
You may cancel the VIP Services in accordance with the terms under our User Service Agreement. Once your VIP Member Account is cancelled, you will not be able to continue to use our VIP Services.
3. VIP Services, Subscription Period and Fees
3.1 Our VIP Services
· Under our VIP Services, you are entitled to watch the VIP episodes and VIP HD visual experience pursuant to our VIP Privilege page or otherwise provided by us.
· There are different types of subscription for our VIP Services, which provides for different types of entitlement. For specific entitlements, please refer to the terms as set out under our VIP Privilege page or otherwise provided by us.
· You acknowledge and agree that we may make adjustments to our video content at any time, taking into account changes in laws, regulations and policy, copyright status, business needs or any other factors as we see fit, which may include ceasing to provide or removing certain video content from our Youku app. If certain content is taken down, even if you have downloaded or cached such content locally, you may not be able to access or watch such content once it has been removed by us on our Youku app.
3.2 Subscription period
· Your subscription period to our VIP Services depends on the specific subscription plan accepted by you. You may log in to the Youku Voucher Centre or the corresponding page in your Youku app to review details of your subscription period. Your subscription period will begin on the day of your subscription (unless otherwise mutually agreed), and shall not be extended for reasons such as your non-use, or our suspension or takedown of certain video content. Before the expiration of the existing billing cycle of your subscription period, you may unilaterally terminate the automatic renewal of your VIP Member Account subscription if you wish to do so, upon which your VIP Services will be terminated at the expiry of your subscription period. We may also unilaterally terminate the automatic renewal of your VIP Member Account subscription based on our business needs, upon which your VIP Services will be terminated at the expiry of your subscription period.
· Please understand, as our VIP Services uses the internet, we may from time to time be required to repair, adjust and/or upgrade our servers from time to time to ensure that we provide you with high-quality services and continuously improve our VIP Services. In the event of force majeure events (including but not limited to any hacker attacks and computer virus attacks), our VIP Services may be impacted. We will try our best to minimise any potential impact on our VIP Services, but please understand that we are unable to guarantee that our VIP Services would always remain uninterrupted.
Payment of fees
· Our VIP Services are subscription-based and requires the payment of a VIP subscription fee. You may pay the VIP subscription fee using one of the following methods: a third-party payment account under your name (such as Google Pay and Apple Pay), a payment bank account or any other payment methods accepted by us from time to time as set out in our payment instructions displayed on the payment page. You acknowledge and agree that if you use a third-party payment service to pay the VIP subscription fee, you will also be bound by the policies, terms and conditions of that third-party payment service. For certain payment methods, you may be charged a specific fee by the relevant bank or the payment institution, which may include certain cross-border transaction fees or other processing fees related to your payment. The amount may vary depending on the payment method of your choice, and the specific charge date and amount shall be subject to your bill statement. Such specific fee is charged by the bank or payment institution, and does not relate to fees collected by us. For further details or any queries relating to such additional third-party fees, we advise that you consult your issuing bank or payment institution.
· Your subscription fee of our VIP Services may vary depending on jurisdiction due to varying costs of different equipment required for different jurisdictions. This will be displayed accordingly on your payment page showing the subscription fees. By subscribing to our VIP Services, you are deemed to have agreed to pay the subscription fee according to the standards applicable to your jurisdiction and your device.
· We may carry out certain promotional sales or activities in relation to our VIP Services from time to time based on our business needs and at our discretion. You acknowledge and agree that any promotional price or discounted fees you enjoy shall only apply to the promotional period based on relevant agreed terms or as notified to you by us. Upon expiration of such promotional period, the subscription fee for our VIP Services as indicated on the VIP Member Centre shall apply to you.
We may adjust our payment mechanism (including but not limited to the automatic renewal function of our subscription fee or the charging of any additional fees) and payment amount based on our business needs (including but not limited to the change in fees relating to the copyright of our content). We will notify you in advance of any such changes, via the relevant VIP Services pages or any other reasonable manner. Where our subscription fee amount is adjusted, the subscription fees applicable to you shall be the effective fee amount at the time of your purchase as displayed on the relevant payment page (unless otherwise agreed between us).
Our VIP Services are network and virtual goods. The VIP subscription fees represent the cost of network goods corresponding to the VIP Services you have purchased, and do not constitute prepayments, deposits, down payments, deposit cards or other properties in any way.
Payment of the VIP subscription fee for our VIP Services are non-refundable, unless we committed a major breach of obligation under this VIP Agreement (for example, where due to a major defect at the fault of ours, users are unable to use our VIP Services for a significant and extended period of time) or as otherwise agreed between us or required by law. You shall carefully review your account information, subscription package, fees, terms (including any automatic renewal arrangements for your subscription) and any other relevant information prior to confirming your purchase of our VIP Services.
3.4 Other rights and restrictions relating to our VIP Services
· You agree and acknowledge that we only operate in certain jurisdictions and you may only use our VIP Services in your selected jurisdiction within the jurisdictions where we operate. If you log in from another jurisdiction (either temporarily or permanently), part or all of your VIP Services may become unavailable. You also understand and agree that the video content available as part of our VIP Services varies from jurisdiction to jurisdiction and will change from time to time. The video content available for viewing in each jurisdiction will depend on the list of authorised video content available for that specific jurisdiction under the VIP Services. In particular, please note that the VIP Services mentioned herein in this VIP Agreement does not cover our subscription-based services in mainland China.
· Some of the video content provided by our VIP Services are available for downloading and offline watching on certain supported devices ("offline videos"), but there may be certain restrictions on the download of and access to offline videos. This includes the number of offline videos you are allowed to download under your VIP Member Account, the number of devices you may use to save offline videos, and the time limit for accessing these offline videos. If your jurisdiction does not support the offline videos functions, you may be unable to play offline videos in that specific jurisdiction.
· You understand that the resolution and loading time of the video content provided under our VIP Services may be affected by multiple factors, including your device, location, bandwidth and/or Internet speed, as well as the limitations on the quality of the video content themselves.
4. Automatic Renewal Feature
· If you choose to activate the automatic renewal feature for your subscription, you authorize Youku to entrust the payment channel to withhold the fees for your next billing cycle on or immediately after the expiration date of the automatic renewal period, unless otherwise indicated. This service is only available if you have switched on the automatic renewal function.
· You may choose you billing cycle, for example, a monthly, quarterly, annual or continuous payment arrangement for our VIP Services as indicated on our payment page.
You can choose to unsubscribe to our VIP Services by switching off the automatic renewal service according to the following steps.
For Apple users, you may cancel such service under "Settings" → "Apple ID, iCloud and Media & Purchases" → "Subscriptions" → "Youku Video" → "Unsubscribe".
For Android users, you may cancel such service by clicking on your Google Play account, selecting “Payments and subscriptions”, selecting “Subscriptions”, selecting “Youku”, and selecting “Cancel Subscription”.
You acknowledge and agree that we may deliver to you different notices, including by way of documents and correspondence made available in our VIP Services, private or system messages, pop-up messages and push notifications. Please ensure that you check these regularly.
It is your responsibility to ensure that your contact details are accurate and up to date. If you are unable to receive our notices in a timely manner due to your failure in providing accurate and up to date contact details, you shall bear the losses and legal consequences arising therefrom.
6. Updates to this VIP Agreement
Without prejudice to your rights under applicable law, we reserve the right to amend (or otherwise supplement) the terms of this VIP Agreement (including but not limited to reflect technological or function advancements, legal and regulatory changes or good business practices). In case of any updates, we will update the “Effective Date” at the beginning of this VIP Agreement, and this VIP Agreement shall become effective immediately on such specified date. If you continue using our VIP Services after the effective date of such changes, you shall be deemed to have fully read, acknowledged and agreed to be bound by the revised terms under this VIP Agreement.
If any of these updates result in substantial alteration to your rights, we will notify you of the changes by pop-up notice, which you may click “Accept” to continue using our VIP Services. If you do not agree to the changes, please do not continue using our VIP Services and please immediately unsubscribe to our VIP Services.
7. Governing Law and Dispute Resolution
This VIP Agreement is governed by the laws of the Hong Kong Special Administrative Region, except as otherwise provided by any mandatory applicable law in your jurisdiction, in which case the governing law in relation to all or particular rights and obligations of the parties shall be the laws of your usual place of residence.
Where a dispute arises out of or in connection with your use of our Services, the parties agree to attempt to settle, at first instance, by negotiation.
The parties may also submit the dispute for arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules. For the avoidance of doubt, amicable negotiation is not a prerequisite for arbitration as described above. Any arbitration award granted shall be final and binding on the parties. The place of arbitration shall be Hong Kong. The arbitration procedure shall be conducted in Chinese.
8. Contact Information
If you have any questions about this VIP Agreement or matters relating to the use of our VIP Services (including any complaints), we hope to provide you with a feedback channel and work with you to address your concerns. Please reach out to us at YoukuGlobalService@alibaba-inc.comor any other contact as provided by us. We will reply to you as soon as possible.
Where any term of this VIP Agreement is deemed to be annulled, invalid, or unenforceable, such term shall be deemed severable and shall not affect the validity and enforceability of the remaining terms hereof.
You acknowledge and agree that we are entitled to assign our rights under this VIP Agreement, in part or in whole, to our affiliates. We have the right to assign the right to claim according to this VIP Agreement to our affiliates. Therefore, our affiliates are entitled to claim compensation in accordance with the relevant rights clauses in this VIP Agreement (to the extent such claims are in accordance with applicable law or regulation). Other than that, no other party shall be a third party beneficiary of this VIP Agreement. You acknowledge and agree that we are not required to send you any written notice in case of any assignment. We warrant that our affiliates will continue to perform the obligations under this VIP Agreement and your rights and interests in this VIP Agreement will not be impaired by such assignment.
Any titles contained in this VIP Agreement are for convenience of reading only and does not affect the meaning or interpretation of any provision of this VIP Agreement.
If the name of the product, service and/or feature (such as the type of VIP subscription or the name of certain VIP rights or features) in this VIP Agreement is inconsistent with those displayed on the relevant VIP service page, to the extent that they relate to the same product, service and/or feature in substance, they should be meaningfully read to supplement one another. In case of any inconsistencies, the description as displayed on the relevant VIP service page shall prevail.