ULTA CHAAL Trade Magic User Agreement

13) User’s Ownership of and Rights to Content.  When you post or submit any of your User Content, to ULTA CHAAL, you will retain your ownership of such content.  You represent that you exclusively own all User Content that you post or submit to ULTA CHAAL, together with any and all rights thereto, and that your posting or submitting such User Content to ULTA CHAAL does not infringe on any intellectual property rights or other rights of any other person or entity.  ULTA CHAAL shall have no responsibility or liability for the deletion of, or failure to store, any User Content you may post or submit to ULTA CHAAL and ULTA CHAAL may delete such User Content from its websites at its discretion.  You acknowledge that ULTA CHAAL may delete accounts that are inactive or that belong to Users who have violated this Agreement.  ULTA CHAAL will endeavor to use commercially reasonable efforts to protect your Private Content from unauthorized disclosure to or use by any third parties without the User’s consent.  ULTA CHAAL requires the ability to provide the Services and conduct its business free of any risk of potential liability for or involvement in intellectual property disputes, including disputes between or among various Users.  Consequently, and notwithstanding ULTA CHAAL’ aforementioned intent to protect your Private Content from unauthorized disclosure or use, ULTA CHAAL shall have no responsibility or liability for any inadvertent disclosure of any Private Content, including any confidential information and intellectual property, to any other person or entity.  

14) License to ULTA CHAAL.  While you retain ownership of all User Content you post or submit to ULTA CHAAL, you grant ULTA CHAAL, as well as its Related Parties (as defined below), a non-exclusive, transferrable, sub-licensable, worldwide, royalty-free, perpetual and irrevocable license to use, reproduce, distribute, create derivative works of, display, import or otherwise exploit your Public Content in any form, media, or technology, whether now known or hereafter developed.  Furthermore, in order to assess the risks associated with any System, or otherwise evaluate a System or provide Services, it may become necessary for ULTA CHAAL or its Related Parties to view Private Content, and you hereby consent and agree to the same.  If in the course of providing technical support or other maintenance of the Services it becomes necessary or appropriate for ULTA CHAAL to use your Private Content, then you consent and agree to the same provided that such use shall be restricted to the extent necessary to provide such technical support or other maintenance of the Services.  You represent that you have the right to grant such license with respect to all User Content and that your grant of such license does not infringe on any rights belonging to any other person or entity.  This section shall survive the termination of this Agreement for any reason.

15) Non-Circumvention.  If and to the extent that you gain exposure to any business opportunities through or as a result of your receipt of or participation in ULTA CHAAL’ Services, including the allocation to you or your System of any investment, seed capital or other assets (each an “Opportunity”), then you agree to (i) immediately inform ULTA CHAAL of the same, and (ii) pay or cause ULTA CHAAL to be paid its standard or reasonable compensation in connection with any such Opportunity.  You agree not to circumvent, avoid, bypass, or obviate, directly or indirectly, any participation by ULTA CHAAL in any such Opportunity.  Without limiting the foregoing, you agree not to contact or correspond with any User, including any investor or potential investor, other than through ULTA CHAAL’ Services, without first obtaining ULTA CHAAL’ express written permission to do so.  In the event that any User violates this Non-Circumvention Section of this Agreement, then the User agrees to and hereby does (i) grant ULTA CHAAL the same License with respect to all of the User’s Private Content as the User grants to ULTA CHAAL with respect to the Public Content under this Agreement, and (ii) waives the right to any and all fees, revenue and other remuneration to which the User would otherwise be entitled arising from or in connection with use or exploitation of any User Content by ULTA CHAAL.

16)  Copyright. If you believe that a ULTA CHAAL user has infringed on copyrighted and/or patented work, please provide immediate written notice of the same to ULTA CHAAL by sending an email to the address listed in the contacts section of the website located at www.ULTA CHAAL.com, with the subject line “Copyright Notice,” including the following information:

  • A description of the copyrighted and/or patented work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located and, if possible, a screenshot or copy of the material;
  • Your address, telephone number, and email address;
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright and/or patented interest;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright and/or patent owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright and/or patent owner or authorized to act on the copyright owner's behalf.

17) Disclaimer of Warranties.  ULTA CHAAL MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY, TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITH RESPECT TO ITS WEBSITES AND SERVICES.  YOUR USE OF ULTA CHAAL AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK

18) Limitation of Liability.  NEITHER ULTA CHAAL NOR ITS OWNERS, PARENTS, SUBSIDIARIES, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, AFFILIATES OR SPONSORS (EACH A “RELATED PARTY”) ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF, OR INABILITY TO USE, ULTA CHAAL OR THE SERVICES, OR FOR CONTENT ACCESSIBLE THROUGH ULTA CHAAL.  THE FOREGOING IS APPLICABLE WHETHER OR NOT THE LOSS OR INJURY IS CAUSED BY EVENTS BEYOND THE CONTROL OF ULTA CHAAL OR ANY RELATED PARTY.  TO THE EXTENT THAT ULTA CHAAL MAY NOT, AS A MATTER OF APPLICABLE LAW IN ANY PARTICULAR JURISDICTION, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF ULTA CHAAL’ LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW IN SUCH JURISDICTION.

19)    Release.  To the maximum extent permitted under applicable laws, you hereby release ULTA CHAAL and its Related Parties from any liability related to:  (a) any incorrect or inaccurate content accessible through ULTA CHAAL; (b) the conduct, whether online or offline, of any User; and (c) any error or omission, interruption or deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access, or alteration, of, to or in connection with ULTA CHAAL or the Services.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

20) Indemnity.  You agree to indemnify, defend, and hold ULTA CHAAL and its subsidiaries, parent companies, affiliates, officers, directors, agents, partners, employees, and representatives harmless from and against any and all claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable attorneys’ fees, expert witness fees and disbursements) which arise or relate, directly or indirectly, out of, from or to (i) your breach of this Agreement or violation of any applicable law or regulation, (ii) any allegation that any materials that you post or submit to ULTA CHAAL infringes or otherwise violates the copyright, trade secret, trademark or other intellectual property rights, or any other rights of any person or entity, or (iii) access or use of ULTA CHAAL and/or the Services by you or anyone using your ULTA CHAAL account.  This section shall survive the termination of this Agreement for any reason.

21) Dispute Resolution.

  • All controversies, disputes, demands, counts, claims and causes of action (including the arbitrability of the same) between you and ULTA CHAAL (or any Related Party) arising out of, under, or relating in any way to this Agreement or the subject matter hereof, including your use of ULTA CHAAL or the Services, shall be settled exclusively through binding arbitration.  Unless arbitration before another body is required by applicable law, or unless otherwise agreed by all parties in writing, the arbitration shall be conducted before a panel of three (3) commercial arbitrators with substantial experience in resolving commercial contract disputes in accordance with the JAMS rules as then in effect (the “Rules”).  The arbitration shall be held in a place designated by agreement of the parties or, in the absence of such agreement, at a place in San Francisco, California, designated by the arbitration panel, and, except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Rules in effect at the time of the arbitration.
  • Notwithstanding the foregoing, the arbitrators shall be empowered only to interpret and apply the terms of this Agreement, and shall not be empowered to revise or amend any provision in this Agreement, or to make a decision based on any such revision or amendment.  The arbitral award shall be in writing, state the reasons for the award and relief granted and shall be final and binding on the parties to the arbitration.  Any award rendered shall be subject to appeal pursuant to the JAMS optional appeals procedure and, if not so appealed or following affirmance if appealed, may be confirmed, judgment upon any award rendered may be entered, and such award of the judgment thereon may be enforced, in any court of any state or country having jurisdiction over the parties and/or their assets.
  • The arbitration proceedings, all documents and all testimony, whether written or oral, produced in connection therewith, and the arbitration award shall be confidential.  You are aware and acknowledge that by entering into this Agreement you are WAIVING YOUR RIGHT TO USE ANY FEDERAL, STATE OR MUNICIPAL COURT SYSTEM to assert or defend your rights under this contract and that any claims will be determined by arbitrators and not by a judge or jury.  Arbitration decisions are fully legally enforceable and are subject to very limited appellate review as compared to court orders.  Arbitration decisions shall be confidential unless otherwise required to be disclosed by law or by any administrative body.
  • ANY CLAIMS BROUGHT BY EITHER YOU OR ULTA CHAAL MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.  THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, COLLECTIVE OR CLASS PROCEEDING.
  • If any part of this Dispute Resolution section is deemed to be invalid, unenforceable or illegal, then the remainder of this Dispute Resolution section shall remain in effect.  In the event this Dispute Resolution section is held unenforceable by a court of competent jurisdiction, or in the event JAMS refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action shall be brought exclusively in the courts located in San Francisco, California, and you hereby submit to the jurisdiction of such courts over your person and the subject matter of this Agreement.

22) Termination.  If you object to any change to ULTA CHAAL’ websites or Services, or deletion of content therefrom, your sole remedy is to terminate this Agreement and no longer use ULTA CHAAL.  You are free to discontinue your use of the Services at any time in your sole discretion, with or without cause.  Likewise, ULTA CHAAL is free to terminate your password, account, use and access to ULTA CHAAL and the Services, in whole or in part, at any time in ULTA CHAAL’ sole discretion, with or without cause.  Any such termination, including any termination of this Agreement shall not terminate any obligations of the parties which, by their terms, are intended to survive the termination of this this Agreement, including the License to ULTA CHAAL, Indemnification and the Dispute Resolution sections of this Agreement.  For clarification, and without limiting any other provision of this Agreement, you acknowledge that investors and/or other Users may have allocated assets, developed derivative works or otherwise taken action in reliance upon a User’s System or Public Content during the term of this Agreement, and you consent to the continued use of all User Content subsequent to the termination of this Agreement in accordance with the terms hereof.  Notwithstanding the termination of this Agreement, you shall continue to be entitled to receive any and all fees, revenue and other remuneration to which you would otherwise be entitled arising from or in connection with the use or exploitation of any of your User Content by ULTA CHAAL.

23) Communications by Email. You agree to receive all legal and business notifications through email delivered to the email address for you which ULTA CHAAL has on record and acknowledge that all notifications provided to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.  You are responsible for ensuring that the email address that ULTA CHAAL has on record is current and accessible.  If you do not consent to receive notifications electronically, or if you withdraw your consent, then from that time forward you agree to and shall discontinue using ULTA CHAAL and the Services.

24) Entire Agreement.  All discussions, correspondence, understandings, and agreements heretofore had or made between the parties are superseded by and merged into this Agreement, which alone fully and completely expresses the agreement between the parties concerning the subject matter hereof, and the same is entered into with no party relying upon any statement or representation made by or on behalf of any party not embodied in this Agreement.  With your full knowledge and understanding, you have appointed and authorized ULTA CHAAL to trade on your demat account under their automated software platform.

25)  Governing Law.  This Agreement and the relationship between you and ULTA CHAAL shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.  

26)  Assignment.  This Agreement is not assignable, transferable or sub-licensable by you except with the prior written consent of ULTA CHAAL.  Notwithstanding the foregoing, ULTA CHAAL may freely assign this Agreement, without your consent, to any Related Party or to any other person or entity who acquires substantially all of the assets of ULTA CHAAL.

27) Waiver.  No waiver by ULTA CHAAL of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.  

28)  Headings, Interchangeability and Interpretation.  The headings of sections and subsections contained in this Agreement are merely for convenience of reference and shall not affect the interpretation of any of the provisions of this Agreement.  Whenever the context so requires, the singular shall include the plural and vice versa.  All words and phrases shall be construed as masculine, feminine or neuter gender, according to the context.  Whenever the term “include,” “including,” or “included” is used in this Agreement, it shall mean “including without limiting the generality of the foregoing”.  

29)  Severability.  Whenever possible, each provision of this Agreement shall be construed and interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, then such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances.

30)  User Representation. You represent and warrant to ULTA CHAAL that you have read this Agreement in its entirety, that you understand the terms of this Agreement and understand that the terms of this Agreement are legally enforceable, that you have entered into this Agreement freely and voluntarily, that you intend to and shall be legally bound by this Agreement, and that you have full power, right, authority, and competence to enter into and execute this Agreement.