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Terms of Service

Last Updated: February 1, 2020

These terms of use (“Terms”) are a contract between you and Quibi Holdings, LLC (“Quibi,” “we,” or “us”). These terms govern your use of the personalized service provided by Quibi for discovering and watching Quibi content, including all features and functionalities, recommendations and reviews, the mobile applications (“App”), the website (“Website”), user interfaces, marketing campaigns, as well as all content and software associated with our service (collectively, including the App and Website, the “Services”). By clicking to accept these Terms or otherwise using the Services, you agree to these Terms. If you don’t agree to any of these Terms, you are not permitted to use the Services.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ALL DISPUTES EXCEPT FOR INJUNCTIVE RELIEF AND DISPUTES ELIGIBLE FOR SMALL CLAIMS COURT WILL BE RESOLVED BY BINDING ARBITRATION AND NOT COURTS, JUDGES, OR JURIES, AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION AGAINST US. Please review Section 18 (“Disputes”) for full details.

When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such services or features, as may be posted from time to time on the Services. All such guidelines, rules, or terms are hereby incorporated by reference into the Terms. To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services will govern with respect to your use of such portion of the Services, and prevail over these Terms to the extent of the conflict.

 We can change these Terms at any time. If we believe a change is material or are legally required to provide notice, we’ll use commercially reasonable efforts to let you know before the change takes effect, such as through a notice by email or through the Services. Changes to these terms that we believe are immaterial are effective immediately upon posting of the new Terms to the Services. By using the Services on or after that effective date, you agree to the new Terms. If you don’t agree with any changes to these Terms, you must immediately delete your account on the Services, as any use of the Services after the effective date of the new Terms will be subject to the new Terms.

By using the Services, you affirm that (a) you are of the age of majority in your jurisdiction (usually 18, but not always) to enter into these Terms, (b) you have not previously been terminated, removed, or suspended from the Services, and (c) you are located in one of the geographic territories to which Quibi directs the Services. 

Quibi may use third parties, service providers, and business partners (“Providers”) to provide its service and related functionality. By using the Services, you agree to let Quibi and Providers collect and use information as detailed in our Privacy Policy. You further consent to letting Quibi and its Providers to transfer, store, and process your information (including your personal information) both within and outside of the United States.

2. Registration; Passwords

You may need to register for an account to use all or part of the Services, such as the App or our email list. When you register for an account or sign up for our mailing list, you may be required to provide us with some information about yourself, including personal information such as your email address, gender identity, password, and year of birth. You represent and warrant that the information you provide to us is accurate. We may require that you change any password or other information that you provide to us in registering for an account. Your username and password are for your personal use only, may not be shared by you, and should be kept confidential. You agree to use a strong, unique password for Quibi Services that is not used on other services. You, and not Quibi, are responsible for any use or misuse of your account or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your login information or your Services account.

3. Subscription

If you subscribe to the Services, your subscription will continue and automatically renew until terminated. You can cancel your subscription before it renews as set out below in the “Cancellation” section. By subscribing to the Services, you agree that Quibi or its payment processor may charge the service fees listed on the Services on a periodic basis to the payment method you specify at the time of your initial purchase. All fees for the Services are non-refundable, to the fullest extent permitted under applicable law. You acknowledge and agree that any fees for the Services may increase at any time, subject to any prior notice that we may provide. Additional fees may apply for new features, content, or additions to the Services that may be made available from time to time, in which case Quibi will provide you with notice in advance of charging the additional fees. In the event Quibi charges additional fees in connection with the Services, you will have an opportunity to review and accept the additional fees that you will be charged, prior to being charged. If you do not accept any such additional fees, Quibi may discontinue your access to the Services. You acknowledge and agree that Quibi may use Apple Pay, Google Pay, or other third-party payment processors to process fees for the Services on our behalf, and that Quibi will not be liable for any errors caused by such third-party payment processors. 

We may offer a number of subscription plans, including special promotional plans or memberships offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. The subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your subscription to the Services in the Settings section of the Services.

4. Free Trials

We may sometimes offer free trials to a particular Service or subscription plan for certain qualifying users. If we offer you a free trial, the specific terms of your free trial will be stated either in the material describing the particular free trial or during your sign-up for the free trial. Upon signing up, our payment processor may charge a small amount to verify that your payment method is valid. 

Once your free trial period ends, we will begin billing your payment method for your periodic subscription fees (plus any applicable taxes), unless you cancel prior to the end of your free trial. For that reason, unless otherwise indicated in the free trial description, you will be asked to set up a valid payment method when redeeming a free trial offer. For existing subscribers who accept a free trial to a Service, at the end of the free trial, you may be charged a prorated amount for the Service to cover the period between the date the free trial ends and the date your next billing period begins. 

If you don’t want to be charged after your free trial period, please cancel your subscription no later than the day before the last day of your free trial period. If you cancel your subscription during a free trial or while using a promotional code or other credits, cancellation may be effective immediately.

5. Cancellation

Your subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the account or Services are otherwise suspended or discontinued pursuant to these Terms. You must cancel your subscription before your next renewal date in order to avoid billing for each renewal period. We or our payment processor will bill the periodic subscription fee plus any applicable taxes to the active payment method at the time. If you modify your subscription to switch from one subscription level to another (e.g. from the ad-free to the ad-supported plan) during your billing period, you may not have continued access to your original subscription level. If you cancel your subscription, cancellation will be effective at the end of the current billing period -- this means that you will have continued access to your subscription for the remainder of that period, but you will not receive a refund. 

You will also forfeit any service, referral, or redeemed gift card credits upon cancellation, including if you switch your billing method from Quibi’s direct billing to a third-party payment processor like Apple Pay or Google Pay, or vice versa. 

You can cancel your subscription by logging into your Services account and following the instructions in the settings of the App. If you pay for the Services through your account with a third party (e.g. through the Google Play store) and want to cancel your subscription or manage your billing, you may need to do so through your account with such third party.

6. Ownership of Content and Services

The Services are owned and operated by Quibi. You acknowledge and agree that Quibi and/or Quibi’s content, technology, and Providers own all right, title, and interest in and to the Services, including: (a) all videos, audio, images, graphics, text, interfaces, information, data, software, and all other elements of the Services, and the design, selection, look, feel, and arrangement thereof; and (b) all intellectual property and other legal rights (including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights) therein and thereto. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services or any content or information made available through the Services without Quibi’s written consent. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. You agree that all content provided to you through the Services is owned by Quibi, Providers and/or other third parties and that you will have no ownership rights in such content.

7. License Grant and Restrictions

Subject to your compliance with these Terms and payment of all applicable fees, Quibi hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services using the functionality of the Apps on your personal device(s), solely for your personal, noncommercial use, as provided herein.

You may not use the Services for any other purpose, nor may you:

  1. transfer or otherwise permit any other person or entity to access the Services using your account, which you acknowledge and agree is personal to you and is non-transferable;
  2. publish, reproduce, distribute, display, perform, edit, adapt, modify, create derivative works of, resell, or otherwise exploit the Services or any content distributed thereon under any circumstances;
  3. circumvent or disable any content protection system or digital rights management technology used with the Services;
  4. decompile, reverse engineer, disassemble or otherwise reduce the Services or any software or technology provided to you in connection with the Services, to a human-readable form, except to the extent expressly permitted by applicable law notwithstanding this restriction;
  5. remove identification, copyright, trademark, or other proprietary notices from content or materials provided on the Services;
  6. access or use the Services in an unlawful or unauthorized manner;
  7. access or tamper with non-public areas of the Services, our computer systems, or the systems of our Providers; 
  8. access or search the Services by any means other than the generally available, published interfaces (e.g., APIs) that we provide; 
  9. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false information; 
  10. Impersonate or otherwise pose as someone you aren’t in communicating with us, creating an account, or otherwise using the Services. 
  11. interfere with, or disrupt, the access of any user, host, or network, including sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content or accounts in such a manner as to interfere with or create an undue burden on the Services; or
  12. attempt to do, or assist any third party in doing, any of the foregoing.

You may access our Services only for your personal, individual use, not for commercial or professional purposes, and only via our App or standard browsers like Chrome, Safari, Firefox, Internet Explorer, or the like, and not with scripts, bots or other automation code that access our Services to extract content or information ("Crawling"). You must not conduct or support Crawling of our Services, except with prior written notice to us and in full compliance with the provisions of our robots.txt file. We reserve the right to withdraw our permission to Crawling for any and all reasons, including, without limitation, our assessment that your Crawling places an excessive load or burden on the Services (as determined by Quibi).

Our Services (including our App and Website), software, and any copyrighted materials we make accessible as part of our Services are licensed, not sold to you. You must not copy, adapt, distribute, publicly display or publicly perform any copyrighted materials we make available as part of our Services, except in full compliance with these Terms, which constitute license conditions and limitations, and contractual covenants.

You understand and agree that third-party terms and fees, such as those from your mobile carrier or Internet service provider, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third-party terms and fees.

You acknowledge that the Services are licensed, not sold to you and that third-party terms and fees, such as those from your mobile carrier or Internet service provider, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third-party terms and fees.

8. Access to Services

You acknowledge the following:

  1. Quibi requires high-speed Internet access, a Quibi-compatible device, and at least one valid, accepted method of payment enabled in Google or Apple’s app store or a qualifying plan with one of our subscription partners. The quality of the content may differ based on your device, settings, and network quality.
  2. Certain features, content, or Services may not be available at all times, geographic locations, or devices;
  3. Access to the Services may be interrupted for reasons within or beyond the control of Quibi, and that Quibi cannot and does not guarantee you will be able to access or use the Services whenever you wish to do so; and 
  4. Quibi offers its Services in locations, times, and on platforms (such as Android or iOS) in its sole discretion, and availability may be unavailable, prohibited, revoked, or discontinued at any time.

To the fullest extent permitted under applicable law, we will not be liable for any change to or any discontinuation of the Services. You agree that no refunds, discounts, or other consideration shall be provided to you by Quibi or its Providers for being unable to access the Services or part of the Services unless legally required.

9. Third Party Services and Links

The Services may contain links to third-party content and integrations with third parties, such as advertisers and social media sites. Quibi does not control, endorse, sponsor, recommend, or otherwise accept responsibility for any loss or damage that may arise from your use of such third-party content and integrations. These links and integrations are provided only as a convenience, and Quibi does not make any representations or warranties with respect to third-party links and integrations. Use of any linked third-party content and integrations is at your own risk and subject to the terms of use for such third-party content.

10. Security

If you find a security vulnerability in the Services, you must report the issue to us and keep it confidential until we have fixed the vulnerability. You can reach us at bug-report@quibi.com.

11. Quibi’s Trademarks

The word “Quibi,” the Quibi logo, and other Quibi marks, graphics, and logos are trademarks of Quibi. None of the Quibi trademarks may be used, copied, downloaded, or otherwise exploited without Quibi’s prior written consent in each instance. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of Quibi or the owner of the marks, as applicable.

12. Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services will be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

13. Communications with You

Quibi and Providers may communicate with you about the Services, including through one or more third party e-mail or survey services, via methods determined by Quibi, including through the Services or contact information you provide as part of the registration process for the Services. As permitted by applicable law, Quibi and/or Providers may send you communications that (i) solicit Feedback via email, surveys, bug reports, or other methods Quibi may determine; (ii) collect additional information regarding issues you report in your Feedback; (iii) notify you of changes to the Services or these Terms; and (iv) tell you about future Quibi programs, products or services. You agree that any such notices, disclosures, and other communications will satisfy Quibi’s applicable legal notification requirements. Quibi recommends that you keep a copy of any electronic communications we send to you for your records. 

14. Unsolicited Materials

Quibi does not accept unsolicited materials or ideas for content. Should you send any unsolicited materials or ideas, you do so with the understanding that (a) there is no implied agreement of any sort between you and Quibi regarding such materials or ideas, (b) no consideration of any sort will be provided to you, (c) neither Quibi nor any of its affiliates is responsible for the alleged or actual similarity of any content or programming in any media to such unsolicited materials, and (d) you are hereby waiving and releasing any and all moral rights or other claims against Quibi and its affiliates related to such materials and ideas, even if any content or programming developed, produced or exploited by Quibi or its affiliates in any manner is substantially similar to the material or idea you submitted to us. Quibi’s standard policy is to return unsolicited materials submitted in writing (and delete any materials submitted electronically) without reviewing them or keeping a copy.

15. Feedback

Quibi may use any comments, information, ideas, concepts, suggestions, reviews, techniques, or any other material contained in any communication you send to us (“Feedback”), including customer support inquiries or responses to surveys, worldwide and in perpetuity without compensation, acknowledgment or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and creating, modifying, or improving the Quibi Services. In addition, you agree to waive and not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.

16. Customer Support

Quibi cares about your issues, thoughts, and concerns. To help us find the best person to address your issue, please email the appropriate contact below:

17. Complaints

If you have a question or complaint regarding our Services, please send an e-mail to help@quibi.com. You may also contact us by writing to 6555 Barton Ave, Los Angeles, CA 90038 or by phone at 1-888-382-3130. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

18. Disputes

Informally First. If you have an issue or concern we’d like to try to work it out informally first. Before filing a claim against Quibi, you agree to try to resolve the dispute informally by contacting dispute-notice@quibi.com. We’ll try to resolve the dispute informally by responding to you by email. If the dispute is not resolved within 15 days of submission, you or Quibi may bring a formal proceeding.

Venue. You and Quibi agree that any judicial proceeding to resolve claims relating to these terms or the Service will be brought in the federal or state courts of Los Angeles County, California, subject to the mandatory arbitration provisions below. Both you and Quibi consent to venue and personal jurisdiction in such courts for any matters not resolved by arbitration as provided below. If you reside in a country (e.g., in the EU or Canada) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those rights.

Arbitration. Unless you are a consumer located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution or class action waivers, you also agree to the following mandatory arbitration provisions and class action waivers to the extent they are not prohibited under local, applicable law:

a.We both agree to arbitrate. You and Quibi each agree to resolve any claims relating to these Terms or the Services (“Disputes”) through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. INSTEAD, ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR A LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT OR SIMILAR LEGISLATION IN THE JURISDICTION WHERE THE ARBITRATION IS SEATED.

b. Opt-out of agreement to arbitrate. You can decline this agreement to arbitrate by emailing us at arbitration-optout@quibi.com from the email associated with your account (if applicable), including your name and a statement of your intention to opt out in the body of the email. If you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.

c. Arbitration Procedures. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by arbitration in Los Angeles, California in the United States of America before an arbitrator. The arbitration shall be administered by JAMS pursuant to its JAMS’ Streamlined Arbitration Rules and Procedures. The language to be used in the arbitral proceedings will be English. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

d. Arbitration Fees and Incentives. The JAMS rules will govern payment of all arbitration fees. Quibi will pay all arbitration fees for individual arbitration for claims for less than USD $75,000. If you receive an arbitration award that is more favorable than any other we make to resolve the Dispute, we will pay you USD $1,000 in addition to the award. Quibi will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

e. Exceptions to the Agreement to Arbitrate. Either you or Quibi may assert Disputes, if they qualify, in small claims court in Los Angeles, CA, or any United States county where you live or work. Quibi may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California to resolve your claim to the fullest extent permitted by applicable law.

f. NO CLASS ACTIONS. TO THE FULLEST EXTENT OF THE LAW, YOU AND QUIBI AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR QUIBI WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

g. Filing Period. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE UNDER THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR, EITHER IN AN ARBITRATION PROCEEDING OR AS OTHERWISE PROVIDED ABOVE IN SECTION 22(e). The one-year period begins when the events giving rise to the Dispute first occur. If a claim is not submitted within one year, it is permanently barred. This period can only be extended by the written consent of both parties. No statutes or provisions of law that would toll or otherwise affect the time in which a party may bring a claim shall operate to extend the period limited in this Section, and any such statutes and provisions are hereby waived, to the fullest extent permitted by law.

h. Modifications. You have the right to reject any changes to this arbitration provision, except for a change to Quibi’s contact information. You may reject a change by sending us written notice within 30 days. This will result in your account on the Services being immediately terminated. Note that this arbitration provision, as it was prior to the rejected changes, will remain in effect.

19. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, AND ARE PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, QUIBI, PROVIDERS, THEIR RESPECTIVE AFFILIATES, SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THOSE SERVICES), AGENTS, AND SUPPLIERS (COLLECTIVELY, THE “QUIBI PARTIES”) DO NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY, OR NON-INFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE; OR AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN VIDEO, AUDIO, TEXTUAL, GRAPHICAL, OR OTHER FORM (THE “SERVICE CONTENT”). QUIBI PARTIES NO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PROVIDERS. QUIBI PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES OR SERVICE CONTENT, OR FOR ANY DEFECTS OR ERRORS IN THE SERVICE, FOR YOUR USE OF THE APPS WITH HARDWARE THAT DOES NOT MEET THE MINIMUM REQUIREMENTS SPECIFIED BY QUIBI, OR FOR YOUR USE OF ANY VERSION OF THE APPS OTHER THAN THE MOST RECENT GENERALLY AVAILABLE RELEASE OF SUCH APPS. YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR THE LOSS OF DATA, THAT RESULTS FROM USE OF THE SERVICES.

20. Limitations of Liability

This paragraph is inapplicable in Quebec: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QUIBI BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE, LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES, AND ANY COST OF ANY SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF THE QUIBI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE QUIBI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE SERVICES (IF ANY) AND USD $100. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THE BASIS OF THE BARGAIN CONTEMPLATED BY THESE TERMS.

THE FOREGOING LIMITATIONS SHALL APPLY ONLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW (SOME JURISDICTIONS DO NOT PERMIT DISCLAIMERS OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THESE TERMS MAY NOT APPLY TO YOU).

21. Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Quibi Parties (as defined above) and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with the Services (including all Feedback); (b) any violation or alleged violation of these Terms by you, and (c) your fraud, intentional misconduct, negligence, or other tortious or criminal acts or omissions. Quibi reserves the right to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such event, you shall provide Quibi with such information and assistance as Quibi reasonably requests.

22. Termination

Quibi may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if Quibi believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Services will immediately cease, and Quibi may, without liability to you or any third party to the fullest extent permitted by applicable law, immediately deactivate or delete your account, and all associated data and materials, without any obligation to provide any further access to such data or materials. Quibi reserves the right to pursue all rights and remedies available at law or equity. These terms shall survive the termination of your account, deletion of data, and opt out by the user.

23. Governing Law

These Terms are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

24. Miscellaneous

a. Quibi’s Relationship with You. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Quibi.

b. No waiver. Quibi’s failure to enforce any provisions of these Terms or respond to a violation of these by any person does not waive Quibi’s right to subsequently enforce any terms or conditions of the Terms or respond to any such violations.

c. Severability. If any provision of these terms is found invalid by a court of competent jurisdiction, you agree that such provision shall be deemed severable from these Terms, that the court should try to give effect to the parties’ intentions as reflected in the provision, and that all other provisions of the Terms will remain in full effect.

d. Assignment, Transfer, and Sublicensing. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.

e. Headings. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains or affects the interpretation of any section or provision or the rights of any party.

f. Interpretation. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms shall be construed as if followed by the phrase “without limitation.”

g. Force Majeure. Quibi will not be responsible for any failure to fulfill any obligation due to any cause beyond its reasonable control.

h. Entire agreement. These Terms (including any document incorporated by reference into them) are the whole agreement between Quibi and you concerning the Services.

i. Notices. Notices to you (including notices of changes to these Terms) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail.

j. Admissibility. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

k. Export Control. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

l. Language. The parties have requested and agreed that this contract and all related documents shall be drafted in English only.

Apple-Specific Terms

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Apps compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these Terms and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Company in accordance with the “Information or Complaints” section above. The license you have been granted herein to our iOS-compatible App is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; notwithstanding the foregoing, Company’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms are not subject to the consent of any third party.

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