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Terms of Use

Last updated: 30 September 2024

Welcome to Rakuten Viki!

Viki, Inc. provides an interactive platform that lets you access entertainment content and be part of an online community where you can interact with other Users, and enjoy various features available on Our Site (“Rakuten Viki”, “We”, “Our” and/or “Us”).

We are a subsidiary of Rakuten Group, Inc., based in Tokyo, Japan. Learn more about the Rakuten group here (“Rakuten Group”).

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND RAKUTEN VIKI HAVE AGAINST EACH OTHER ARE RESOLVED (SEE THE “DISPUTE RESOLUTION AND ARBITRATION AGREEMENT” SECTION BELOW), INCLUDING AN OBLIGATION TO ARBITRATE DISPUTES, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING ARBITRATION. THESE TERMS APPLY TO YOU EVEN IF YOU ARE A PLAINTIFF IN OR PUTATIVE CLASS MEMBER OF Ade, et al. v. Viki, Inc., N.D.Cal. Case No. 3:23-cv-02161. FOR USERS WHO HAVE REGISTERED AN ACCOUNT WITH US PRIOR TO 30 SEPTEMBER 2024, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT. DETAILS OF THE PENDING CLASS ACTION AS WELL AS HOW YOU CAN OPT OUT OF THE ARBITRATION AGREEMENT ARE SET OUT AT THE DEDICATED HELP PAGE HERE. IF YOU DO NOT OPT OUT WITHIN THE 30-DAY TIME LIMIT SPECIFIED AT THE HELP PAGE, YOU CANNOT PARTICIPATE IN Ade, et al. v. Viki, Inc., N.D.Cal. Case No. 3:23-cv-02161.

BINDING CONTRACT
1. Your use of the Rakuten Viki branded website (“Site”) and applications, and all associated features, functionalities, user interfaces, content and proprietary software applications available within the Site (together with the Site, collectively, the “Rakuten Viki Service”), either directly or via Third-Party Services, or access any television shows, movies, videos or other audio-visual content that is made available through the Rakuten Viki Service (collectively, “Content”) is governed by these Terms and the “Other Agreements” (as listed below). These Terms and the Other Agreements shall be collectively referred to as the “Service Agreement”. Your access to any Content and registration for and use of an Account (either directly through the Rakuten Viki Service, or via third-party distribution services that are not owned or controlled by Us (“Third-Party Services”) such as those provided by Facebook, Inc, Google LLC, or other Rakuten Group entities) and any other interactions with Us are bound by the Service Agreement and you confirm that any information you submit to Us is true, accurate and complete at all times. The Other Agreements comprise:
  1. Our Privacy Policy which describes how We collect and process personal data about you, how We use and protect this information and your rights in relation to this information, including when you use third-party social media services;
  2. Our Cookies Policy which describes what cookies are used on the Site, why they are used and how you can control their use;
  3. Our Copyright Policy which describes how We respond to alleged claims of unauthorised use of copyrighted text, images or videos submitted or uploaded through the Services, or links to allegedly infringing material under the Digital Millennium Copyright Act (1998) ("DMCA"); and
  4. Other additional terms that We may make available to you from time to time relating to particular Service Options, Compatible Devices, Payment Methods, or other service offerings or any other matters.
2. You represent and warrant that you are at least 18 years of age and of the age of majority in your state, territory or country of residence.
3. You further acknowledge that use of Third-Party Services is subject to any applicable terms of use, policies, or other user agreements published by the Third-Party Service from time to time.
THE SERVICES
1. Subject to these Terms, We grant to you a limited, non-exclusive, non-transferable, revocable permission for personal, non-commercial use of the Services and Materials to:
  1. access Content which is provided by Us and third-parties (“Providers”); and
  2. access, participate and/or engage in a community of users of the Services (“Users”) including by providing comments, ratings, reviews, collections, posts and submitting subtitles for the Content (“Subtitles”) using methods provided and approved by Us,
  conditional on you agreeing and undertaking not to engage in any Prohibited Conduct.
2. The availability of the Content, and features, functionality or parts of the Rakuten Viki Service may vary by geographic location and will change from time to time at our sole discretion.
3. You grant Us the right to provide advertising and other information to you in the course of your use of the Rakuten Viki Service in accordance with the Service Agreement.
4. By using the Rakuten Viki Service, you may access Content that may be deemed offensive, indecent, explicit or objectionable. Our Content classification serves only as a recommendation and you acknowledge that We do not guarantee its accuracy. If any Content is identified as being restricted to Users of a particular age and above, you agree that by accessing such identified Content, you are of the applicable age to access the identified Content.
5. We may provide to you certain service options on the Rakuten Viki Service (“Service Options”) for free or for a charge, depending on your geographic location subject to limitations that may change from time to time. We may from time to time also offer special promotional plans, subscriptions or other services, on Our own or in conjunction with third-parties. We may modify, discontinue or otherwise change Our promotional offerings at any time in accordance with the Service Agreement.
6. To access the Rakuten Viki Service, you will need to use a computer, mobile device, internet-connected television or any other internet-connected device that meets requirements We establish from time to time (each, a “Compatible Device”). Features and functionalities that We make available through the Rakuten Viki Service may differ by Compatible Device and the Service Options.
7. Depending on the Service Options you register for, you may have the option to temporarily download certain Content on certain Compatible Devices for offline viewing ("Temporary Downloads"), subject to limitations that may change from time to time.
8. The quality of streaming Content may vary between Compatible Devices and may be affected by a variety of factors, such as your location, internet connection, and device. We make no representations or warranties about the quality of your watching experience on your Compatible Device. Unless you are watching Temporary Downloads, you must be connected to the internet to stream Content. You are responsible for all internet access charges incurred from your use of the Site and Services.
9. We may modify or discontinue any part of or all the Rakuten Viki Service in Our sole discretion (including but not limited to any Service Options or Content), temporarily or permanently, and with or without notice to you, and We are not obliged to support or update the Rakuten Viki Service. You agree that We shall not be liable to you or any third-party in the event We exercise Our right to modify or discontinue any part of or all the Rakuten Viki Service. Unless explicitly stated otherwise, any new features that augment or enhance the Rakuten Viki Service shall be subject to the Service Agreement.
ACCOUNT
1. Registration of an account with Us for access to the Rakuten Viki Service (“Account”) must be made using your own email address or your own account with Third-Party Services authorised by Us. An individual may only create one Account.
2. You are solely responsible for maintaining the confidentiality and security of your Account and password. You agree to accept responsibility for all activities that occur under your Account or password on any of your devices. You must immediately notify Us if you have reason to believe that your Account is no longer secure (e.g., in the event of hacking, loss, theft or unauthorised disclosure or use of your Account login, password or any Payment Method account number, if applicable). We are not responsible for any losses arising from any unauthorised use of your Account and you may be liable for the losses incurred by Us and/or others due to any unauthorised use of your Account.
BILLING, PAYMENTS AND REFUNDS
1. Unless otherwise specified by Us or Our authorised partners, the price for each Service Option, including the various tiers of Viki Pass subscription plans (“Viki Pass Subscription Plans”) is as set out on the Site. The stated prices exclude and are subject to any excise, sales, use or like taxes that We may be required to collect or pay upon the sale or delivery of the Service Option purchased.
2. In the event We change the price and/or services offered within Service Options, We shall make a commercially reasonable attempt to inform you in advance of these changes where required by applicable law. By continuing to use the Rakuten Viki Service after the change(s) takes effect, you are deemed to have accepted and agreed to the changes. Pricing changes applicable to Viki Pass Subscription Plans will take effect at the start of the next subscription period following the date of the change. If you disagree with any pricing change, you have the right to reject the change by unsubscribing from the applicable Viki Pass Subscription Plan before the change comes into effect.
3. We may refuse or cancel your order of a Service Option for any reason, even if We have confirmed the receipt of your order and charged you for the order. We may at any time, and for any reason, provide a refund, discount, or other consideration to some or all Users who have purchased Service Options ("Credits"). The amount and form of such Credits, and the decision to provide them, are at Our sole discretion and may be subject to You taking reasonable steps to claim the Credits. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances or under any other circumstance.
4. EXCEPT AS SPECIFIED IN THE SERVICE AGREEMENT AND TO THE EXTENT REQUIRED UNDER APPLICABLE LAW, PAYMENTS MADE TO US ARE NONREFUNDABLE AND NOT EXCHANGEABLE FOR CREDIT.
5. You may purchase Service Options using methods of payment accepted by Us as updated from time to time, which may include payment through your account with a third-party (“Payment Method”). Your chosen Payment Method may automatically connect you to a third-party payment processing portal hosted by a third-party payment processor. You expressly authorise Us to charge your Payment Method for the full amount of any Service Option(s) ordered in accordance with the Service Agreement. You acknowledge that some Payment Methods may charge fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. If a payment is not successfully settled, and you do not cancel your Account, We may rebill your Payment Method and/or may suspend your access to the Service Option until We have successfully charged a valid Payment Method for the full amount of the Service Option.
6. WE DO NOT COLLECT, ACCESS, STORE OR PROCESS ANY CREDIT OR DEBIT CARD INFORMATION EXCEPT TO THE LIMITED EXTENT PROVIDED IN OUR PRIVACY POLICY. PLEASE ALSO READ THE PRIVACY POLICY ON THE PAYMENT PROCESSOR'S WEBSITE REGARDING THE USE, STORAGE AND PROTECTION OF YOUR CREDIT OR DEBIT CARD INFORMATION BEFORE SUBMITTING ANY CREDIT OR DEBIT CARD INFORMATION.
VIKI PASS SUBSCRIPTION PLANS – TRIALS
1. When you first subscribe for a Viki Pass Subscription Plan, We may offer it to you for free or at a reduced rate for a specified duration (the “Trial”), subject to specific terms presented prior to you starting the Trial. If available, a Trial may only be used once per Account. You may be required to provide your payment details to start the Trial. By providing such details, you agree that We may automatically begin to charge you periodic subscription fees (and any applicable fees and taxes) for the Viki Pass Subscription Plan on the first day following the end of the Trial, on a recurring basis that We disclose to you in advance. If you do not wish to be charged fees after the Trial, you must cancel your Viki Pass Subscription Plan before the end of the Trial by visiting the “Subscription & Settings” page on the Site and clicking on the “Cancel Plan” link. To view the periodic subscription fees and end date of the Trial, visit the “Subscription & Settings” page on the Site. You can cancel your subscription at any time during the Trial.
2. We may in Our sole discretion limit eligibility or duration of Trials, and withdraw, or modify the terms and conditions of the Trial at any time without prior notice, and with no liability to the extent permitted under applicable law. Restrictions may apply with respect to combining Trials with other offers.
VIKI PASS SUBSCRIPTION PLANS – RENEWALS AND CANCELLATIONS
1. Your Viki Pass Subscription Plan will automatically renew and continue in effect on a recurring basis corresponding to the term (for e.g., monthly or annual) of your Viki Pass Subscription Plan, unless you cancel your Viki Pass Subscription Plan before the end of the current subscription term (see Section 6.2), the Service Agreement is terminated or We discontinue your access to the Rakuten Viki Service in accordance with the Service Agreement. Your Payment Method will be charged a periodic subscription fee (and any applicable fees and taxes) on a recurring basis on the first day following the end of the term of your Viki Pass Subscription Plan.
2. You can cancel your Viki Pass Subscription Plan at any time by visiting the “Subscription & Settings” page on the Site and clicking on the “Cancel Plan” link. If your Payment Method is via a third-party such as through an app store (including the Apple App Store or Google Play Store), you may need to cancel your Viki Pass Subscription Plan with such third-party in accordance with cancellation instructions set out by the applicable third party or set out in our Help Centre article here. A Viki Pass Subscription Plan cancellation takes effect at the end of the current subscription term and you will continue to have access to your Viki Pass Subscription Plan through to the end of the subscription term. To view your subscription fees and next billing date, visit the “Subscription & Settings” page on the Site.
CODE TERMS AND BUNDLES
1. Any coupon, voucher, gift card or other offer provided or sold by or on behalf of Us for redemption and access to a Service Option (“Code”) is subject to the Service Agreement (including any separate terms and conditions relating to the Code). You may be required to have an Account to use a Code. Please keep your Code safe as We are not responsible for lost, stolen or expired Codes. Unless otherwise specified by Us, each Code can only be used once. We may cancel or withdraw the validity of any Code(s) without notice in Our sole discretion including for the following reasons: (A) fraud (actual or attempted); (B) improper use; (C) breach of terms and conditions governing the use of Codes; and/or (D) to reasonably safeguard or protect Our interests.
2. We may offer a Viki Pass Subscription Plan bundled with other services, including subscriptions to third-party products and/or services subject to additional terms issued by Us or third-party products and/or services.
USER GENERATED CONTENT
1. Apart from Subtitle Submissions (see Section 9), you may post, upload or otherwise submit content such as User comments, timed comments, reviews, and any other content ("User Generated Content”) on the Rakuten Viki Service as permitted by Us. You acknowledge that We do not guarantee any confidentiality with respect to any User Generated Content you submit.
2. You shall be solely responsible for your own User Generated Content and the consequences of posting, uploading or submitting your User Generated Content. With respect to any User Generated Content you post, upload or submit, you represent and warrant that:
  1. you are the creator and owner of the User Generated Content or otherwise have sufficient rights and authority to grant the rights granted in this section; and
  2. you will not engage in any activity, post, upload or otherwise submit to or via the Rakuten Viki Service any User Generated Content or other material that:
    1. could constitute, encourage or incite conduct that would be considered a criminal offense, give rise to civil liability, or would otherwise violate applicable law or Our Community Rules & Guidelines;
    2. infringes, violates or misappropriates someone else's rights, including their intellectual property, proprietary or other rights unless you have permission from the rightful owner of the relevant material or you are otherwise legally entitled to post such material;
    3. includes yours or another User’s password or third party personal data;
    4. is intended to solicit third party personal data in violation of Our Privacy Policy;
    5. harvest information about Users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications or other forms of spam, junk mail, chain letters or similar;
    6. could constitute unsolicited promotions, political campaigning, advertising or solicitations; or
    7. implies any affiliation with or endorsement of you or your User Generated Content by a person or entity without Our express written consent and/or the consent of such person or entity.
3. For clarity, you retain all your ownership rights in your User Generated Content. However, by posting, uploading or otherwise submitting User Generated Content to the Rakuten Viki Service, you grant Us to the furthest extent and for the maximum duration permitted by applicable law (including perpetuity under applicable law) a non-exclusive, royalty-free, sub-licensable and transferable worldwide license to use, reproduce, distribute, prepare derivative works of, display, and make available to the public (for example, perform or display), the User Generated Content in connection with the Rakuten Viki Service and Our business, including without limitation for promoting and redistributing part of or all the Rakuten Viki Service, and whether alone or in combination with Content or other Materials, in any manner and by any medium, means, method, technology, whether now known or hereafter created. To the extent permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Generated Content and your right to object to derogatory treatment of such User Generated Content.
4. We do not endorse any User Generated Content submitted to the Rakuten Viki Service by any User or other licensor, or any opinion, recommendation, or advice expressed therein. We expressly disclaim any and all liability in connection with User Generated Content. We may remove User Generated Content from the Rakuten Viki Service without prior notice including in the event you breach Section 8.2.B.
SUBTITLE SUBMISSIONS
1. The Rakuten Viki Service permits the submission of text, subtitles, dubs or other communications submitted by you and other Users (“Subtitle Submissions”) and the hosting, sharing, and/or publishing of such Subtitle Submissions. Any opinions, advice, statements, services, offers, or other information contained in any Subtitle Submission expressed are those of the respective authors and not of Us, or Our shareholders, affiliated companies, directors, officers, employees, subcontractors, agents, third-party partners, Providers or suppliers (“Indemnified Parties”). Under no circumstances shall the Indemnified Parties be held liable for any loss or damage caused by your reliance on any Subtitle Submissions.
2. In addition, you agree that the following shall apply with respect to any Subtitle Submission:
  1. We do not guarantee any confidentiality with respect to any Subtitle Submissions and shall have no liability to you for any content posted in a Subtitle Submission; and
  2. We may at Our sole discretion modify or delete any Subtitle Submission that violates the Service Agreement, constitutes Prohibited Conduct or contains any of the following types of content (each a "Prohibited Submission"):
    1. any Subtitle Submission that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any applicable law;
    2. any Subtitle Submission that may infringe any intellectual property or proprietary right of any party; or
    3. unsolicited promotions, political campaigning, advertising or solicitations.
3. You shall be solely responsible for your own Subtitle Submissions and the consequences of submitting, posting or publishing them. You retain all your ownership rights in your Subtitle Submissions. However, by submitting Subtitle Submissions to Us, you grant:
  1. to Us, Our successors and assigns a non-exclusive, royalty-free, irrevocable, perpetual, unlimited, sub-licensable and transferable worldwide license for the duration of protection of copyright or other intellectual property rights attached to Subtitle Submissions to use, reproduce, distribute, exploit, prepare derivative works of, display, publish, broadcast, perform, import, commercialize, attribute, retain copies of, and otherwise transfer all copyright, inventions, and other intellectual property rights in Subtitle Submissions in connection with the Rakuten Viki Service, and Our (and Our successors’, assigns’ and authorized sublicensees’) business, including without limitation for promoting and redistributing part of or all of the Rakuten Viki Service (and derivative works thereof) in any form and media formats and through any media channels; and
  2. to all Users, a limited non-commercial license to modify and share Subtitle Submissions with all Users in accordance with the terms of the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 License (https://creativecommons.org/licenses/by-nc-sa/4.0/) (“CC BY-NC-SA”). Please note that by granting this license, you are agreeing to the following license requirements:
    1. Attribution: when you contribute Subtitle Submissions, you agree to be attributed in any manner provided by the Rakuten Viki Service;
    2. No revocation: you agree that you will not unilaterally revoke or seek invalidation of any license that you have granted under the Service Agreement for Subtitle Submissions, even if you terminate the Service Agreement, delete your Account and/or discontinue use of the Rakuten Viki Service; and
    3. Modifications or additions to Subtitle Submissions: when modifying or making additions to a Subtitle Submission that you have obtained from the Rakuten Viki Service, you agree to license the modified or added content under CC BY-NC-SA 4.0. When modifying or making additions to any Subtitle Submission that you have obtained from the Rakuten Viki Service, you agree to license the modified or added content in accordance with whatever license under which such Subtitle Submission has been made available.
4. If alerted to an alleged Prohibited Submission, We may investigate the allegation and determine in Our sole discretion the appropriate course of action. For avoidance of doubt, We shall be entitled to remove any Subtitle Submission at any time and without notice.
TERM AND TERMINATION
1. The Service Agreement will continue to apply to you until terminated by either you or Us. However, you acknowledge and agree that the perpetual licenses granted by you in relation to Subtitle Submissions are irrevocable and therefore continue after termination of the Service Agreement.
2. You agree that We, in Our sole discretion, and without penalty, may suspend, restrict, discontinue or bar your access to the Rakuten Viki Service and may change, restrict, or discontinue the Rakuten Viki Service at any time without prior notice (such as deactivating, cancelling and/or removing all or any part of your Account, any Subtitle Submissions and/or User Generated Content at any time), including in the event(s) of your actual or suspected unauthorised use of the Rakuten Viki Service and/or Content, your engagement or assistance in violating the rights (including intellectual property rights) of Us, any Provider or other third-party, or your non-compliance with the Service Agreement.
3. If We suspend or discontinue your access to the Rakuten Viki Service or change, restrict, or discontinue the Rakuten Viki Service, you agree that We will have no liability or responsibility to you or any third-party, and We will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies We may have at law or in equity.
4. You may delete your Account and discontinue use of the Rakuten Viki Service at any time. Your only remedy with respect to any dissatisfaction with: (A) the Rakuten Viki Service; (B) the Service Agreement; (C) any policy or practice of Ours in operating any part of the Rakuten Viki Service; or (D) any Content, Subtitle Submission or User Generated Content, is to terminate your Account.
5. Sections 8, 9, 10, 11, 12, 13, 14, 15, 18, 19, 20, 21, 22, 24, 25, and 26 of these Terms, as well as any other sections of the Service Agreement that, either explicitly or by their nature, must remain in effect even after the termination of the Service Agreement, shall survive termination.
PROHIBITED CONDUCT
1. You agree not to engage in, authorise or enable personally or through third parties, any or all of the following prohibited conduct (each a “Prohibited Conduct”) unless and to the extent expressly permitted under the Service Agreement:
INTELLECTUAL PROPERTY OWNERSHIP
1. Unless otherwise specified by Us, the Rakuten Viki Service, and all material available via the Rakuten Viki Service (excluding Subtitle Submissions and User Generated Content), including, but not limited to, the Content, copyright, trademarks, service marks, trade names, trade dress, and other intellectual property rights of the Rakuten Viki Service (collectively, the "Materials") are owned by Us or the applicable Provider, and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Us and you, all right, title and interest in and to the Materials will at all times remain with Us and Our Providers, and may not be used or reproduced without prior written approval from Us and Our Providers.
2. We prohibit any and all activities, including but not limited to use of the Rakuten Viki Service, Materials, User Generated Content or Subtitle Submissions, which infringe the intellectual property rights of Us, Our Providers and other third parties. Violators may be subject to criminal and civil liability, and We reserve all rights and remedies against any User who violates the Service Agreement.
3. We are committed to respecting and protecting the legal rights of copyright owners. As such, and where applicable, We comply with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Content, User Generated Content or Subtitle Submission infringes upon your intellectual property rights, please notify us in accordance with Our Copyright Policy.
WARRANTY DISCLAIMERS
1. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE RAKUTEN VIKI SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
2. YOU ACKNOWLEDGE AND AGREE TO THE ESSENTIAL CONDITIONS THAT: (A) USE OF THE RAKUTEN VIKI SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM SUCH USE OF THE RAKUTEN VIKI SERVICES; AND (B) THE RAKUTEN VIKI SERVICE, THE MATERIALS, SUBTITLE SUBMISSIONS, USER GENERATED CONTENT AND FEATURES CONTAINED THEREIN AND THROUGH COMPATIBLE DEVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. THE SERVICE AGREEMENT WILL NOT LIMIT ANY UNWAIVEABLE WARRANTIES OR CONSUMER PROTECTION RIGHTS THAT YOU MAY BE ENTITLED TO UNDER THE LAWS OF YOUR COUNTRY OF RESIDENCE.
3. THE INDEMNIFIED PARTIES DO NOT WARRANT THAT THE RAKUTEN VIKI SERVICE, THE MATERIALS, SUBTITLE SUBMISSIONS, USER GENERATED CONTENT AND FEATURES CONTAINED THEREIN AND THROUGH COMPATIBLE DEVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
LIMITATIONS OF LIABILITY AND DAMAGES
1. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE RAKUTEN VIKI SERVICE, OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE OR OUR AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR FEATURES RELATING TO THE RAKUTEN VIKI SERVICE AS ADVERTISED, SOLD OR PROVIDED BY ANY THIRD-PARTIES, AND RECEIVED THROUGH THE THIRD-PARTY AND/OR THE RAKUTEN VIKI SERVICE AS AUTHORISED BY US.
3. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE AVAILABLE AND OFFERED THE RAKUTEN VIKI SERVICE AND SERVICE OPTIONS, SET OUR PRICES, AND ENTERED INTO THE SERVICE AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. WE WOULD NOT BE ABLE TO PROVIDE THE RAKUTEN VIKI SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
4. SOME JURISDICTIONS DO NOT ALLOW OR LIMIT THE EXCLUSION OF CERTAIN WARRANTIES. THIS SECTION 14 APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION
1. To the extent permitted by applicable law, You agree to indemnify, save, and hold the Indemnified Parties harmless from any claims, losses, damages, liabilities, costs, including legal fees, expenses and other losses, arising out of your use or misuse of the Rakuten Viki Service, any violation by you of the Service Agreement, or any breach of the representations, warranties, and covenants made by you herein. We may, at your expense, assume the exclusive defense and control of any matter for which you are required to indemnify Us, and you agree to cooperate with Our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
CONSENT TO ELECTRONIC COMMUNICATION AND SERVICE
1. By using the Rakuten Viki Service, you consent to receive certain communications from Us including via electronic mail or other forms of electronic communication. These communications may include notices about your Account (such as confirmation e-mails and other transactional information) and information concerning or related to the Rakuten Viki Service. We may also send you marketing communications in accordance with Our Privacy Policy. You agree that any notice, agreements, disclosure or other communications relating to your Account, the Rakuten Viki Service or any part thereof (including any legal service of process or similar document related to any claim that you have used the Rakuten Viki Service to engage in any Prohibited Conduct) that We send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
BROWSING SESSION INFORMATION
1. We use technologies that maintain records of your browsing sessions, chats, and other activities on the Rakuten Viki Service. These technologies may include session replay that maintains a record of your interactions with the Rakuten Viki Service, chat providers that maintain a transcript of your chats, cookies, pixels, and other tracking technologies that share some of your interactions with the Rakuten Viki Service, as well as other technologies that collect and share your interactions with the Rakuten Viki Service. We use this information for quality control, customer service, fraud prevention and security, and marketing purposes and in accordance with our Privacy Policy.
EXTERNAL LINKS
1. The Rakuten Viki Service may contain links to Third-Party Services. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any Third-Party Services. You access and use these Third-Party Services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these Third-Party Services or any association with their operators. In addition, We do not control or edit the content of any Third-Party Service. By using the Rakuten Viki Service, you expressly relieve Us from any and all liability arising from your use of any Third-Party Service and from any loss or damage of any sort you may incur from dealing with any third-party. Accordingly, We encourage you to be aware when you leave the Rakuten Viki Service, and to read the terms and conditions of each Third-Party Service you visit.
ENTIRE AGREEMENT
1. Other than as stated in this Section 19 or as explicitly agreed upon in writing between you and Us, the Service Agreement constitutes all the terms and conditions you and Us agree upon, and supersedes any prior agreements in relation to the subject matter of the Service Agreement, whether written or oral. For avoidance of doubt, our customer service representatives are not authorised to modify the Service Agreement, either verbally or in writing.
2. If any of your use of the Rakuten Viki Service are governed by any Other Agreements, and to the extent that there is any irreconcilable conflict between any such Other Agreements and these Terms, including any arbitration provision or dispute resolution provision, the Terms will control for that conflict.
3. Except as otherwise required by law, the controlling language of these Terms is the English language.
SEVERABILITY
1. Unless as otherwise stated in these Terms, if any provision(s) of these Terms shall be held to be invalid, illegal or unenforceable for any reason or to any extent, such invalidity, illegality or unenforceability shall not affect or render invalid, illegal or unenforceable the remaining provisions of these Terms. The application of the remaining provisions shall be enforced to the maximum extent permitted by applicable law.
ASSIGNMENT
1. These Terms, and any permissions granted hereunder, may not be transferred or assigned by you, but may be assigned by Us without restriction.
NO WAIVER
1. If you see other parties violating these Terms, please let Us know at legal@viki.com (subject line: “Terms of Use Violation”). We will determine if and how to respond. Our decision to delay exercising or enforcing any right or remedy under these Terms shall not constitute a waiver of such right or remedy with respect to any party. To contact Us for matters other than violation of these Terms (such as queries on refunds), see Section 26 below.
2. Even if We act in a way that appears to you to be inconsistent with these Terms or fail to enforce any provision of these Terms, Our actions shall not be deemed a waiver or constructive amendment of such provision nor of the right to enforce such provision. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
1. Informal Dispute Resolution. We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and We agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally, and Us. To initiate this good faith effort to informally resolve a dispute, you agree to notify Us in writing by email at legal@viki.com (subject line: “Notification of Informal Dispute Resolution”) of the nature of the dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call or videoconference with Us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or We may commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to commencing an arbitration. You and We agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.
2. Arbitration Agreement and Waiver of Certain Rights. You and We agree that, except as set forth below, We will resolve any controversies, claims, counterclaims, or other disputes between you and Us or you and a third-party agent of Us (a “Claim”) through binding and final arbitration instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law or in arbitration prior to the date you agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and We hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and We agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law.
3. The Federal Arbitration Act and federal arbitration law apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.
4. To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim to 800 Concar Drive, Suite 175, San Mateo, CA 94402 (Attention to: Legal Department). This letter must be sent at least ten (10) days before you initiate an arbitration proceeding against us.
5. Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.
6. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, We will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Notwithstanding the foregoing, if your attorney is paying the administrative costs, filings fees, arbitrator fees, and other associated arbitral costs on your behalf, and your attorney may recover all or a portion of those fees only if you obtain an award in the arbitration, your attorney must evenly split all costs with us initially. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
7. This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and We also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. Either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph.
8. In addition, you and We retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
9. Neither you nor We may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only your and/or Our individual Claims. If for any reason a Claim proceeds in court rather than in arbitration you and We each waive any right to a jury trial. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.
10. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. This Section of the Terms will survive the termination of your relationship with Us.
11. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR US WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
12. Mass Arbitration Process Requirements. If twenty-five (25) or more similar claims are asserted against Us at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such claim), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Us. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which We will pay the mediator’s fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Us. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which We will pay the mediator’s fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated claims, including your Claim, are adjudicated or otherwise resolved. At any time during these proceedings, We agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on your Claims and filing fee deadlines shall be tolled for claims subject to this section regarding “Mass Arbitration Process Requirements” from the time claims are selected for the first set of batching proceedings until the time your Claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Us. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and We agree that your and Our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.
CHANGES TO TERMS
1. We may unilaterally revise and amend these Terms at any time. We recommend you check these Terms periodically and take note of when the Terms were last updated as first stated above. The revised Terms are effective upon posting.
2. If We make changes, We will provide you with notice of such changes, such as by sending an email, posting to the Site, providing a notice through the Rakuten Viki Services or other reasonable means. If you disagree with the revised Terms, you must discontinue using the Rakuten Viki Service and your sole remedy is set out in Section 10.4.
CHOICE OF LAW AND FORUM
1. Except to the extent that applicable local law requires that the law applied for contracts of this type be that of your country of residence and as otherwise described in these Terms, these Terms are governed by and construed in accordance with the laws of the State of California in the United States, without regard to its conflicts of laws principles. To the extent any action relating to the use of the Rakuten Viki Services or any transaction with Us is not required to be arbitrated or filed in small claims court in accordance with the Arbitration Agreement, you and Us agree to submit to the exclusive jurisdiction of the State and Federal Courts located in San Mateo County, California.
CONTACT US
If you have other questions or comments regarding these Terms or seek general assistance on the Rakuten Viki Service, please contact Us here.