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	IMPORTANT - READ CAREFULLY. These terms and conditions are a legal contract between you ("Distributor") and GSCM Ventures Inc. dba Ultra Herbal, a Nevada corporation ("Ultra Herbal"), for the advertisement, sale and distribution of Ultra Herbal's products. BY CLICKING THE [I ACCEPT] ICON BELOW, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, DO NOT ACCEPT THE TERMS AND DO NOT CLICK THE AFOREMENTIONED ICON. No Agency. The relationship of Ultra Herbal and Distributor as set forth by these terms and conditions is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Distributor shall not be considered an agent or legal representative of Ultra Herbal for any purpose, and neither Distributor nor any director, officer, agent, or employee of Distributor shall be, or be considered, an agent or employee of Ultra Herbal. Distributor is not granted and shall not exercise the right or authority to assume or create any obligation or responsibility on behalf of or in the name of Ultra Herbal. All sales and other agreements between Distributor and its customers are Distributor's sole responsibility and will have no effect on Ultra Herbal's obligations under this Agreement. License of Ultra Herbal Marks. Subject to the terms and conditions herein, Ultra Herbal grants to Distributor a non-transferable, revocable license, without right of sublicense, to use the Ultra Herbal marks, including any patents, trademarks, trade names or copyrights in the Ultra Herbal products or the product lines that include the products, in Distributor's territory solely in connection with the advertisement, sale and distribution of the Ultra Herbal products. Distributor shall not use the Ultra Herbal marks except as expressly permitted herein. Restrictions on Use of Marks. Nothing contained herein shall grant or shall be deemed to grant to Distributor any right, title or interest in or to the Ultra Herbal marks. All uses of the Ultra Herbal marks shall inure solely to the benefit of Ultra Herbal, and Distributor shall obtain no rights with respect to any of the Ultra Herbal marks, other than the right to distribute products as set forth herein, and Distributor hereby irrevocably assigns to Ultra Herbal all right, title and interest held by Distributor, if any, in or to any of the Ultra Herbal marks. At no time during or after the term of the parties' business relationship shall Distributor challenge or assist others in challenging the Ultra Herbal marks (except to the extent expressly entitled by applicable law) or the registration thereof or attempt to register any trademarks, servicemarks, marks or trade names confusingly similar to the Ultra Herbal marks. Upon any termination or expiration of the parties' business relationship or upon written notice by Ultra Herbal, Distributor shall immediately cease to use any and all of the Ultra Herbal marks as authorized herein. Infringement. Distributor shall promptly notify Ultra Herbal of any actual or suspected infringements, imitations, or unauthorized use of the Ultra Herbal marks by third parties of which Distributor becomes aware. Ultra Herbal shall have the sole right, at its expense, to bring any action on account of any such infringements, imitations or unauthorized use, and Distributor shall cooperate with Ultra Herbal, as Ultra Herbal may reasonably request, in connection with any such action brought by Ultra Herbal. Ultra Herbal shall retain any and all damages, settlement and/or compensation paid in connection with any such action brought by Ultra Herbal. Indemnification. Distributor agrees to indemnify and hold Ultra Herbal, its officers, directors, employees, successors, and assigns harmless from and against any and all losses, damages or expenses of whatever form or nature, including attorneys' fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of Distributor or any of its directors, officers, employees, or agents, including but not limited to (i) breach of any of these terms and conditions herein, (ii) negligence or other tortious conduct, (iii) representations or statements not specifically authorized by Ultra Herbal in writing or not expressly provided on the Ultra Herbal website, www.Ultra Herbal.com, or (iv) violation by Distributor (or any of its directors, officers, employees, or agents) of any applicable law, regulation, or order in or of Distributor's territory or the United States, including, but not limited to, any law regulating the transmission of unsolicited commercial email ("spam"). Representations and Warranties. Each party represents and warrants to the other party that such party has the full corporate right, power and authority to enter into this agreement and to perform the acts required of it hereunder; and the performance by any such party of its obligations and duties hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and this agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Sales and Distribution. Prices do not include and are net of any foreign or domestic governmental taxes or charges of any kind that may be applicable to the sale, licensing, marketing or distribution of the products. Distributor understands and acknowledges that all sales are final and that they are not entitled to return any product for a full or partial refund. Ultra Herbal, Inc will not be responsible for any delays or lack of delivery due to customs clearance issues. Distributor will not sell any Ultra Herbal, Inc. product on eBay.com or its affiliate's websites. Governing Law and Venue. This terms and conditions shall be governed by and construed under the laws of the State of California, United States of America. The parties consent to the personal jurisdiction of, and venue in, the Central District of the State of California, United States of America.
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