ULTA CHAAL Trade Magic User Agreement

  1. Binding Agreement.  This ULTA CHAAL User Agreement (the “Agreement”) is a binding agreement between ULTA CHAAL, LLC (“ULTA CHAAL,” “us”, or “we”) and each of its users (“Users” or “you”) who accept the terms of this Agreement by clicking the applicable box or link or otherwise acknowledging their acceptance of this Agreement through ULTA CHAAL’ website, application, or other physical or digital medium.  Your access to, and use of, ULTA CHAAL, its platform and all of its content, services, and features (collectively, the “Services”) are subject to the terms and conditions of this Agreement.  Users should review this Agreement carefully before accessing ULTA CHAAL or using any of the Services.  ULTA CHAAL may revise, update or amend this Agreement from time to time. Your continued use of the Services after such updates, revisions, or amendments will acknowledge your agreement to those updates or amendments.  DO NOT USE ULTA CHAAL OR ITS SERVICES IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT.  AMONG OTHER MATERIAL TERMS, THIS AGREEMENT REQUIRES ARBITRATION TO RESOLVE DISPUTES BETWEEN USERS AND ULTA CHAAL, AND ALSO LIMITS THE AVAILABILITY OF CLASS ACTION LAWSUITS AND OTHER REMEDIES TO USERS OF ULTA CHAAL.
  2. ULTA CHAAL’ Services.  ULTA CHAAL enables traders and developers to program and test algorithms and trading systems (“Systems”) using open source development and testing software provided by ULTA CHAAL.  ULTA CHAAL also provides Users with tools and resources they can use to test their Systems for trading stocks, ETFs, commodities, futures and other instruments and markets, including access to historical data.  A User may upload the source code for the User’s System (the User’s “Private Content”) onto ULTA CHAAL’ platform where it may automatically be back-tested, using ULTA CHAAL’ historical market data, paper traded, using live market data, and begin acquiring a simulated track record.  ULTA CHAAL may then market a User’s System by generating and publishing simulated track records and other information pertaining to a System submitted to ULTA CHAAL, including equity curves, sharpe ratios, margin to equity ratios, and other measures of performance and risk, as well as computed position sizes, historical orders and exposure and other reports, statistics and information which ULTA CHAAL may, in its sole discretion, deem appropriate to promote or describe a System or compare it to other Systems (all of which measures, reports, statistics, information, descriptions and comparisons, other than a User’s Private Content, are deemed “Public Content” for the purpose of this Agreement).  ULTA CHAAL may publish Public Content on ULTA CHAAL’ website and elsewhere, and make the System available to the public to trade over ULTA CHAAL’ platform.  The Private Content and the Public Content shall collectively be deemed to be “User Content” for the purpose of this Agreement.  
  3. Remuneration.  Unless otherwise agreed in writing, a User who submits a System to trade over ULTA CHAAL’ platform shall be entitled to receive an incentive fee of ten percent (10%) of Net New Profits the System earns for an investor, calculated daily and paid quarterly.  “Net New Profits” is defined to mean:  (i) the net realized trading profits and losses, including interest income earned or credited to the investor’s account, plus (ii) the unrealized trading profits and losses in the investor’s account, less (iii) any Carry Forward Losses (as defined below) from previous months that have not been recouped, less (iv) brokerage, exchange and other fees charged or accrued to the investor’s account, if applicable.  Net New Profits shall not be reduced by extraordinary expenses, if any, or by the incentive fee itself, and the System shall not be required to earn back any incentive fees previously paid in order to generate Net New Profits for the investor’s account.  However, if Net New Profits for any period are negative, then the negative balance shall constitute a "Carry Forward Loss" for the beginning of the next period.  No incentive fees shall be payable until future Net New Profits exceed Carry Forward Losses.  In this manner, any trading losses in the investor’s account from prior periods must be recouped and an all-time new high profit level must be achieved before further incentive fees will be payable.
  4. No Investment or Professional Advice.  You acknowledge and agree that ULTA CHAAL will not provide you or other Users with investment or financial advice absent a separate written advisory agreement (in addition to this Agreement) concerning the same, and ULTA CHAAL will never provide you or other Users with tax or legal advice.  Any observations or discussion of any commodity, security, algorithm or strategy provided by ULTA CHAAL or through the Services is not a recommendation to make any investment decision, nor is it advice regarding the risk or suitability of any investment.  You should consult with your own professional advisor for any form of investment advice.
  5. Order Execution.  ULTA CHAAL is not a broker-dealer, introducing broker or futures commission merchant (a “Broker”), is not affiliated with a Broker, and does not endorse any Broker.  Unless otherwise stated in a separate written agreement (in addition to this Agreement), any services accessed through ULTA CHAAL that facilitate securities, commodities or futures transactions are provided by independent Brokers with whom you or another person or entity has an account independent of ULTA CHAAL.  ULTA CHAAL may provide you with information about Brokers but by doing so ULTA CHAAL does not recommend or endorse any particular Broker and any Broker with whom a ULTA CHAAL User or other person or entity maintains an account is solely responsible for its own services.  ULTA CHAAL is not liable for any damages of any kind relating to any Broker’s services.
  6. Third Party Content.  ULTA CHAAL does not generate or control any data or other content supplied by third parties that may be included on ULTA CHAAL’ websites or in its Services, and Users and others who rely on such data or content rely on the respective authors and publishers of such data or content at their own risk.  ULTA CHAAL does not endorse or guarantee the accuracy or completeness of any data or content supplied by third parties and makes no warranties of any kind with respect to any third party data or content.  YOU ACKNOWLEDGE AND AGREE THAT ULTA CHAAL IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF OTHER WEBSITES ACCESSIBLE THROUGH ULTA CHAAL.
  7. Use Outside of the U.S.  ULTA CHAAL makes no representation or warranty that any content or Services are appropriate for use in locations outside the Inida.  Those who choose to access ULTA CHAAL from outside of the Inida are solely responsible for compliance with local laws.  ULTA CHAAL may, but is under no obligation to, limit the availability and accessibility of its content and Services in certain jurisdictions of its choosing.
  8. Privacy.  While ULTA CHAAL will endeavor to use commercially reasonable efforts to ensure the security of your personal information and content, ULTA CHAAL cannot guarantee that security breaches will not occur and cannot warrant the security of your information and content.
  9.  Account Security.  Users are responsible for (i) maintaining the security and confidentiality of their login names, passwords, and other account information; (ii) all activities that occur through their ULTA CHAAL accounts; and (iii) any and all losses incurred by ULTA CHAAL or any other person or entity due to such activities.  In the event that you become aware of any unauthorized use of your account, or any other security breach, you agree to immediately notify ULTA CHAAL of the same in writing.  To minimize the risk of a security breach, you agree to log out of ULTA CHAAL at the end of each session and to ensure that your login information is not saved on any public or shared computers or devices and to otherwise exercise good care to protect your account’s security.
  10. ULTA CHAAL IP.  When you post or submit Private Content to ULTA CHAAL, you will retain your ownership of such Private Content.  Likewise, ULTA CHAAL shall retain ownership of its content and other intellectual property.  You acknowledge and agree that (i) ULTA CHAAL’ code, proprietary methods, and systems; (ii) the design, graphical elements, and appearance of ULTA CHAAL and the Services; (iii) ULTA CHAAL’ content; and (iv) any intellectual property, trade secret, or otherwise protectable information contained in the foregoing (collectively, "ULTA CHAAL IP") may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without ULTA CHAAL’ prior written permission.  You acknowledge and agree that ULTA CHAAL’ IP is the sole property of ULTA CHAAL or its licensors.  You agree to abide by all copyright notices, information, or restrictions with respect to ULTA CHAAL’ IP and acknowledge that, other than the license expressly contained in this Agreement (below), you do not have a license to ULTA CHAAL’ IP.  ULTA CHAAL’ names, logos, and other materials displayed on ULTA CHAAL’ websites and Services, together with the goodwill associated with them, constitute trademarks, trade names, service marks or logos (“Marks”) owned exclusively by ULTA CHAAL.  You agree not to use any Marks in any manner whatsoever without ULTA CHAAL’ prior written consent.
  11. License to User.  Subject to the Prohibited Uses Section of this Agreement and the other limitations contained in this Agreement, ULTA CHAAL grants Users who have entered into this Agreement with ULTA CHAAL, and who are in compliance with this Agreement’s terms, a non-exclusive and non-transferable limited right and license to access ULTA CHAAL and use the Services for personal or business purposes.  The license granted under this section does not extend to any access or use of ULTA CHAAL by Users on behalf of any third parties.  You acknowledge and agree that, notwithstanding the license granted under this section, you may not transfer, provide, or otherwise make available any market data accessible through ULTA CHAAL, or any synopsis or analysis thereof, to any third party.  You agree not to reproduce, duplicate, sell, copy, or use for any commercial purpose any ULTA CHAAL content or part thereof.  You agree not to publicly distribute any ULTA CHAAL content regardless of whether you charge any fee or receive any consideration for such distribution.
  12. Prohibited Uses.  You agree that, under this Agreement, and as a condition of your access to ULTA CHAAL and the Services, you shall not:
    • Use ULTA CHAAL to transmit any unlawful, obscene, harmful, or objectionable content, including, but not limited to, content that violates applicable law or may give rise to legal claims against you or ULTA CHAAL, or any content that violates any agreement with any third party or contains information that you are under any duty to keep confidential or that infringes on any intellectual property right, trade secret right, or privacy right of any person or entity;
    • Transmit any malicious content or files, including content or files containing malware, viruses, spam, or similar materials, through or using ULTA CHAAL;
    • Promote any commercial enterprise through which you receive direct or indirect compensation, or other consideration, other than from ULTA CHAAL;
    • Use ULTA CHAAL for any purpose that is unlawful or prohibited under this Agreement, including uses that violate any legal or contractual rights of any person or entity, including but not limited to intellectual property rights; or
    • Knowingly transmit any false, inaccurate or harmful information using ULTA CHAAL.

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