Terms and Conditions
Site Terms of Service Last Updated: November 23, 2021
This Site Terms of Service Agreement (“Terms”) governs your use of the QUUIO® marketplace platform offered by nFloo, LLC, doing business as QUUIO (“we”, “us”, or “QUUIO”), including our website (QUUIO.com, QUUIO.APP), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site. These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Influencer User (defined below) is governed by the Influencer Terms of Service. (“Influencer Terms”).PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site. ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and QUUIO have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and QUUIO to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.
Acceptable Use PolicyLast Updated: Nov 1, 2021
Your use of our Site (collectively, the QUUIO™ website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Influencer Terms of Service will have the same meaning in our Acceptable Use Policy.
You are responsible for your use of any QUUIO Video, your Site account, our Site, and any Submission (if you are a Site user) or Influencer Content (if you are a Influencer User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.
This Site Terms of Service Agreement (“Terms”) governs your use of the QUUIO® marketplace platform offered by nFloo, LLC, doing business as QUUIO (“we”, “us”, or “QUUIO”), including our website (QUUIO.com, QUUIO.APP), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site. These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Influencer User (defined below) is governed by the Influencer Terms of Service. (“Influencer Terms”).PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site. ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and QUUIO have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and QUUIO to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.
- QUUIO Marketplace
- QUUIO Videos
- Through our Site, you may obtain personalized videos (“QUUIO Videos”) from celebrities, including athletes, actors, performers, artists, influencers, and others (each, a “Influencer User”). You may submit a request to a Influencer User for a QUUIO Video that is personalized for you or a third party that you identify as a recipient (“Recipient”).
- You acknowledge and agree that the Influencer User has sole discretion to determine how to fulfill your request and the content of the QUUIO Video created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Influencer User has up to seven days (at our sole discretion) to fulfill or decline your request. Once your request is fulfilled, your payment method will be charged the amount specified on the Influencer User’s booking page on our Site at the time you submitted the request.
- QUUIO Videos are licensed, not sold. You are buying the right (or license) to use it, not the actual QUUIO Video itself.
- Subject to your payment in full, the Influencer User hereby grants to you the following limited rights to use the QUUIO Video (other than a Business QUUIO Video) solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that QUUIO Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
- You may not sell, resell, commercialize, or encumber your rights in any QUUIO Offering, including creating a non-fungible token (“NFT”) from any QUUIO Offering except as agreed by QUUIO in writing. You may sublicense your rights in a QUUIO Video only to the extent necessary for you to use the QUUIO Video as permitted under these Terms (for example, sharing it (if it is not a Business QUUIO Video) with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).
- You may use a QUUIO Video only in accordance with these Terms, which includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a QUUIO Video from our Site at any time for any reason without any notice to you.
- Business QUUIO Videos
- Some Influencer Users in the United States may offer QUUIO Videos for the promotion of a Recipient that is a single U.S. commercial entity, brand, or business ("Business") through our Site (each, a "Business QUUIO Video"). Except as noted, each Business QUUIO Video is a QUUIO Video under these Terms. When you submit a request for a Business QUUIO Video, you must specifically identify the Business, the types of goods or services that it offers, as well as the specific product, service, or brand that you request the Influencer User to mention or refer to, and any other requested information.
- Subject to your payment in full, the Influencer User hereby grants to you the following limited rights to use the Business QUUIO Video solely for the reasonable promotional purposes of the Business for 30 days from the date the Business QUUIO Video is sent by QUUIO to you (and for any additional periods that have been agreed), subject to these Terms:
- a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Business QUUIO Video only on or in one of the following (as designated at the time of the request): (A) one website wholly-owned, operated, and controlled by the Business; (B) one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter; in each case, where the website and social media account is wholly-owned, operated, and controlled by the Business, along with the right to advertise and promote the display of the Business QUUIO Video on the social media account through advertising only on the applicable social media platform; (C) one communication sent through a Business-operated and controlled channel of communication (such as an email blast or text message); (D) if the Business has fewer than 1,000 employees, one event conducted and operated by the Business (for example, a company-wide meeting).
- You may sublicense your rights in a Business QUUIO Video only to the extent necessary for you to use the Business QUUIO Video as permitted under these Terms (for example, posting it on a website or social media account as set forth in this section 3.b.).
No other use is authorized under these Terms. To request other uses (for example, additional time; use on additional websites, social media accounts, or communications; the ability to add a Business name or logo as a watermark, etc.), contact us at [email protected]. - Business QUUIO Video Representations and Warranties: You represent and warrant that:
- the Business is located, and operates, in the U.S. and the Business QUUIO Video will be directed to a U.S. audience;
- any information provided to Influencer is factually correct and not misleading and is not disparaging or defamatory;
- you and the Business will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Business QUUIO Video; and
- you have all rights necessary (including from the Business) to request a Business QUUIO Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Business QUUIO Video as authorized in these Terms, including all rights necessary to use any information, Business name, trademark, trade name, trade dress, or logos provided in connection with your Submission.
- Acknowledgement
- QUUIO will not be liable or responsible for any QUUIO Video or other offering requested by you or any Submission (defined below) you make;
- you have no expectation of privacy with respect to any QUUIO Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;
- the QUUIO watermark on each QUUIO Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any QUUIO Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a QUUIO Video or assist or encourage any third party to do so;
- if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any QUUIO Video, or other offering under these Terms terminates and you must: promptly remove all copies of any QUUIO Video, or other offering in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
- without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Influencer User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in QUUIO’s sole discretion, including terminating your license to use any QUUIO Video or other offering under these Terms and requiring you to take the actions outlined in Section 4.d.
- Additional Terms
- Eligibility
- Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site.
- Eligibility Representations and Warranties: You represent and warrant that:
- you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
- you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
- you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
- you are not a convicted sex offender.
- Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) 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 (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by QUUIO are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer QUUIO products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
- Fees and Payment
- Fees: The fee for a QUUIO Video or other offering is specified on the Influencer User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
- Currency: Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your card provider or the payment processor to settle the transaction in USD. From time to time, QUUIO may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.
- Payment: You may request a QUUIO Video by using a valid payment card through the applicable third party payment provider (Stripe). You must provide the third party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that QUUIO does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a QUUIO Video and no refunds will be issued.
- If an Influencer User rejects your request for a QUUIO Video or the QUUIO Video is not provided, your credit card will be issued a refund (in USD only) for the value of your purchase.
- If User Violates the Site Terms QUUIO reserves the right to cancel your request and no refund will be issued. in addition to the Site Terms, each Submission is subject to the Acceptable Use Policy/Community Guidelines and may not, among other things:
- violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
- communicate anything that is, or that incites, promotes, facilitates or encourages action that is, explicitly or implicitly: offensive, dangerous, gratuitously violent, defamatory, illegal (including illegal gambling, games of chance, sweepstakes, or contests), a violation of law or the rights of any third party, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
- QUUIO reserves the right (but is under no obligation) to cancel your QUUIO Video request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. QUUIO also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
- Portion of Payment to Influencer: Any payment for a QUUIO Video or any other offering, feature, or service on our Site, will be divided between QUUIO and Influencer as provided for in Section 4.b of the Influencer Terms of Service.
- Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at [email protected]. We have the sole discretion to determine how billing disputes between us will be resolved.
- Taxes: If your purchase of a QUUIO Video or other offering obligates QUUIO to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, QUUIO will collect Sales Tax in addition to the fee for your purchase. If your purchase is subject to Sales Tax and you have not remitted the applicable Sales Tax to QUUIO, you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify QUUIO for any liability or expense QUUIO may incur in connection with the payment of Sales Taxes on your purchases. At QUUIO’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from QUUIO (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).
- Ownership
- You acknowledge and agree that each QUUIO Video or other offering from a Influencer User is owned by the Influencer User who created it.
- We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “QUUIO Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, QUUIO Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.
- You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, or otherwise) that you make or send to any Influencer User, including information concerning any Recipient; and (ii) any submission that you make to QUUIO, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. QUUIO will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
- We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
- QUUIO desires to avoid the possibility of future misunderstandings if a project developed by any QUUIO Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that QUUIO has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to QUUIO a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
- You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.
- Copyright and Intellectual Property Policy
- Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:
- your address, telephone number, and email address;
- a description of the work that you claim is being infringed;
- a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
- a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
- an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
- a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
- Copyright Agent:
nFloo, LLC. d/b/a QUUIO
429 Lenox Ave #500, Miami Beach, FL 33139
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.
- Privacy
- Third Party Content and Interactions
- Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of QUUIO, including QUUIO Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Influencer Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Influencer User except as expressly permitted through our Site. You also agree that QUUIO may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with QUUIO if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each QUUIO Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".
- From time to time, an entity may be identified on a Influencer User’s booking page or be associated with the Influencer User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Influencer User’s booking page may indicate that all or a portion of the Influencer User’s revenue from a QUUIO Video will be given to the Charity. Those arrangements are strictly between the Influencer User and the Charity. QUUIO is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by QUUIO). Unless expressly stated, QUUIO does not control and makes no warranties about the Charity or any donation to the Charity.
- Links
- Changes to our Site
- Termination and Reservation of Rights
- Indemnification
- Disclaimers and Limitations on our Liability
- You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the QUUIO Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
- In particular, the QUUIO Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the QUUIO Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
- You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any QUUIO Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a QUUIO Video, will create any warranty not expressly made by us.
- You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that QUUIO is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any QUUIO Party with respect thereto.
- To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any QUUIO Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not QUUIO has been advised of the possibility of such damages.
- To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by QUUIO from you during the 12 months preceding the claim giving rise to such liability.
- Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
- You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between QUUIO and you.
- Arbitration Agreement and Waiver of Certain Rights
- Arbitration: You and QUUIO agree to resolve any disputes between you and QUUIO through binding and final arbitration instead of through court proceedings. You and QUUIO each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and QUUIO relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, 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 or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
- Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, QUUIO 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.
- No Preclusions: This arbitration agreement does not preclude you or QUUIO from seeking action by federal, state, or local government agencies. You and QUUIO each also have the right to bring any qualifying Claim in small claims court. In addition, you and QUUIO each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
- No Class Representative or Private Attorney General: You and QUUIO each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or QUUIO). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
- Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with QUUIO.
- 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: nFloo, LLC. dba QUUIO, 429 Lenox Ave #500, Miami Beach, FL 33139. Your notice must include your name and address, any usernames, each email address you have used to submit your QUUIO Video requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, 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. In addition, other rights that you or QUUIO would have in court may not be available in arbitration.
- Other Provisions
- Force Majeure: Under no circumstances will any QUUIO Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any QUUIO Party.
- Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Miami, Florida. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
- Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
- No Waiver or Amendment: The failure by QUUIO to enforce any right or provision of these Terms will not prevent QUUIO from enforcing such right or provision in the future and will not be deemed to modify these Terms.
- Assignment: QUUIO may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
- Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
- Changes to these Terms
- We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.
Acceptable Use PolicyLast Updated: Nov 1, 2021
Your use of our Site (collectively, the QUUIO™ website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Influencer Terms of Service will have the same meaning in our Acceptable Use Policy.
You are responsible for your use of any QUUIO Video, your Site account, our Site, and any Submission (if you are a Site user) or Influencer Content (if you are a Influencer User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.
- You represent and warrant that:
- you will not use a false identity or provide any false or misleading information;
- you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;
- you will not use or authorize the use of any QUUIO Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Influencer User, those set out in any other written agreement; and
- in connection with any Business QUUIO Video, you will not request (if you are a User) or fulfill a request for (if you are a Influencer User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.
- you will not:
- violate any law, regulation, or court order;
- violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;
- take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
- send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
- engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
- transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
- stalk, harass, threaten, or harm any third party;
- impersonate any third party;
- participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
- use any means to scrape or crawl any part of our Site;
- attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
- access our Site to obtain information to build a similar or competitive website, application, or service;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
- For clarity, your use of any QUUIO Video includes use anywhere (on our Site or otherwise).
Investigations: