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Chakra Labs Terms of Use

Effective Date: 6/16/2025

Welcome, and thank you for your interest in Chakra Digital Labs, Inc. (“Chakra Labs”). The following Terms of Use, together with Chakra Labs’s Privacy Policy are a legally binding contract between you and Chakra Labs regarding your use of Chakra Labs’s website, mobile applications, browser extensions, and other related features or services made available via the former (collectively, the “Services”).

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY REGISTERING FOR AN ACCOUNT, DOWNLOADING AN CHAKRA LABS MOBILE APPLICATION, DOWNLOADING AN CHAKRA LABS BROWSER EXTENSION, ACCESSING, BROWSING, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE CHAKRA LABS PRIVACY POLICY, ANY APPLICABLE END USER LICENSE AGREEMENT, AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).

If you are not eligible, or do not agree to all of the Terms, then you may not use the Services.

DO NOT USE THE SERVICES, INCLUDING ANY SESSION RECORDING FEATURES, IN CONNECTION WITH ANY PERSONAL DATA, PERSONAL INFORMATION OR ANY OTHER INFORMATION YOU DEEM SENSITIVE. SESSION RECORDINGS MAY BE SHARED WITH THIRD PARTIES, AND YOU ARE SOLELY RESPONSIBLE FOR ALL INFORMATION YOU MAKE AVAILABLE DURING, OR IN CONNECTION WITH, ANY SESSION RECORDING.

SECTION 17 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND CHAKRA LABS. AMONG OTHER THINGS, SECTION 07 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 17 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 17 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 17) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 17.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Eligibility

You must be at least eighteen (18) years old to use the Services. By agreeing to the Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years old; (ii) that you will not redeem Offers associated with alcoholic beverages unless you are at least 21 years old; (iii) that you have not previously been suspended, removed, or deactivated from the Services; and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations. Any breach of these representations may result in Chakra Labs revoking your permission to use the Services and any rights you have to the Rewards in your account may terminate, pursuant to Section 11 of these Terms.

Privacy Policy; Additional Terms

2.1 Privacy Policy. Please read the Chakra Labs Privacy Policy carefully for information relating to our collection, use, and disclosure of your information. The Chakra Labs Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms.

2.2 Additional Terms. Your use of the Services is subject to any additional terms, rules, or guidelines applicable to certain services and features which we may post from time to time (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into, and made a part of, the Terms.

Modification of the Terms

We reserve the right, at our discretion, to change the Terms at any time. Please check the Terms periodically for changes. Your continued use of the Services after the changes become effective constitutes your binding acceptance of such changes. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms in effect at the time the dispute arose.

Accounts and Registration

To access certain features of the Services, you must register for a Chakra Labs account. When you register for an account, you may be required to provide us with some information about yourself (such as your email address or other contact information). You agree that the information you provide to us is and will be accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur within and pursuant to your account.

User Rewards

5.1 User Rewards Generally. Chakra Labs may make available to you offers related to certain tasks made available via our Services (each an “Offer”). When you redeem an Offer through the Services, you will accumulate rewards, such as gift cards, in your Chakra Labs account (“Rewards”). Each Offer may be subject to Additional Terms and may be discontinued by Chakra Labs at any time without notice. At any time and in Chakra Labs’s sole discretion, Chakra Labs may: (i) limit the number of Offers you are able to select; (ii) determine whether or not you are eligible to redeem an Offer; (iii) determine whether or not you have earned Rewards; or (iv) adjust your Rewards total to accurately and fairly reflect the Rewards that you have actually earned. Chakra Labs may, in its sole discretion, deduct from your Chakra Labs account any Rewards that Chakra Labs determines you have not earned or you have earned in violation of these Terms. Prior to distribution, Rewards have no monetary value and you may not obtain any cash, money, or anything of value in exchange for your Rewards except as made available by Chakra Labs under this Section 5.

5.2 Taxes. Depending on applicable federal, state, and local tax laws, your distribution of Rewards may be subject to taxes. You will be solely responsible for any and all tax liability arising out of your receipt of Rewards and you agree to provide Chakra Labs with information Chakra Labs requests in connection with applicable federal, state, and local tax laws. You are solely responsible for any tax liability (including fees, penalties or fines) incurred by Chakra Labs as a result of your action or inaction in connection with the foregoing (including your failure to provide Chakra Labs with information). You agree that Chakra Labs is authorized to deduct such tax liability from your Rewards.

5.3 Escheatment. Property that is presumed abandoned under applicable state law may under certain circumstances escheat to the applicable state department of revenue after a certain amount of time (typically three or five years), as determined by the law applicable in the state in which you reside (or of your last-known state of residence). You accept and agree that any amounts that remain in your Chakra Labs account after such statutory period will be reported to your state of residence as unclaimed property, and Chakra Labs may be required to escheat (transfer) any funds remaining in your Chakra Labs account to your last-known state of residence. Chakra Labs shall have no liability to you, your respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the remaining funds in your Chakra Labs account escheat by operation of law.

5.4 Claims. Rewards provided under this Section 5 and/or the Services are provided solely by Chakra Labs and not underwritten, sponsored, or provided by any other third-party, including Chakra Labs’s brand and merchant partners. By accepting these Terms you agree not to seek Rewards or make any claims for Rewards against third-party providers, merchants or manufacturers of products and services. You agree that Chakra Labs may transfer and/or assign its rights and obligations under these Terms at any time.

Prohibited Conduct

BY USING THE SERVICES YOU AGREE NOT TO:

submit to Chakra Labs information that is false, inaccurate, fabricated, counterfeited, tampered with, adjusted, or otherwise artificial or inauthentic for the purpose of seeking to redeem Offers with Chakra Labs;
use the Services, including any session recording features, in connection with any personal information, sensitive information, or any other information that you do not want shared with any third party or otherwise made public;
rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein;
post, upload, or distribute any defamatory, libelous, or inaccurate User Content (as defined in Section 7 below) or other content;
post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, profane, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
make false or misleading claims about Chakra Labs’s Referral Bonus program or any other incentive program created by Chakra Labs;
impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
infringe upon the copyright or other proprietary rights reflected on the Services or of any User Content;
make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Services. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy, or the collection, storage, transmission, or access of educational records;
defame, harass, abuse, threaten or defraud Chakra Labs or users of the Services, or collect, or attempt to collect, personal information about users or third parties without their consent;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law;
intentionally interfere with or damage the operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
use programmatic means to interact with the Services; or
use or attempt to use the Services outside of the United States and Puerto Rico.

User Content

7.1 User Content. Our Services may permit you to share, upload or otherwise make available session recordings of your interactions with certain tools, features, apps and/or programs made available via the Services, such as data, text, mouse movements, features used/accessed and other types of works (collectively, “User Content”) and to upload User Content on the Services.

7.2 Limited License Grant to Chakra Labs. By posting or sharing User Content, you grant Chakra Labs a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, create derivative works of, distribute and re-distribute, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You retain copyright and any other proprietary rights you hold in the User Content that you post to the Services.

DO NOT MAKE AVAILABLE SENSITIVE INFORMATION!

Our Services may involve recording your onscreen interactions with the Services, including any templates, applications, programs and tools enabled or made available via the Services (“Session Recordings”). Chakra Labs and its third party customers, suppliers and partner may use Session Recordings in developing, improving, refining and training our respective products and services. As such, please do not use the Services in the creation of any Session Recordings that involve personal data or other sensitive information. You acknowledge that any information made available during any Session Recording, including on screen interactions, may become public. Your use of the Services in connection with the creation of Session Recordings is at your sole risk. Please exercise caution and reasonable judgment when deciding what to share in connection with Session Recordings.

7.3 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:

You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Chakra Labs and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 7 and in the manner contemplated by Chakra Labs and the Terms;
Your User Content, and the use thereof as contemplated herein, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) contain any viruses, adware, spyware, worms, or other malicious computer software code; or (d) violate any applicable law or regulation.

7.4 User Content Disclaimer. We are under no obligation to edit or control User Content that you and other users post or publish, and will not be in any way responsible or liable for User Content. If notified by a user or content owner that User Content allegedly does not conform to the Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Chakra Labs does not permit copyright infringing activities on the Services.

7.5 Monitoring Content. Chakra Labs does not control and does not have any obligations to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Chakra Labs reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Chakra Labs chooses to monitor the content, Chakra Labs still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

Consent to Electronic Communications

By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), you hereby grant Chakra Labs an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, worldwide, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services

Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services, and ending when terminated as described in Section 11.

Termination of Use; Discontinuation and Modification of the Services

If you engage in Prohibited Conduct or otherwise violate any of the Terms, you agree that your permission to use the Services will automatically terminate and any rights you have to the Rewards in your account will terminate and you will no longer be eligible to receive a distribution of such Rewards. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Services, and any accounts you may have in connection with the Services including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Chakra Labs or any third party; or (ii) in connection with any general discontinuation of the Services. We also reserve the right to modify the Services at any time without notice to you. WE WILL HAVE NO LIABILITY WHATSOEVER ON ACCOUNT OF ANY CHANGE TO THE SERVICES OR ANY SUSPENSION OR REVOCATION OF YOUR ACCESS TO OR USE OF THE SERVICES, PROVIDED THAT IF WE TERMINATE YOUR ACCESS TO THE SERVICES OTHER THAN FOR YOUR BREACH OF THESE TERMS, YOU MAY BE ENTITLED TO HAVE YOUR REWARDS DISTRIBUTED, AS DESCRIBED IN THE TERMS.

Effect of Termination

Upon termination of these Terms, you will no longer be authorized to access your account or the Services. Sections 7, 9, and 12-19 and any other Sections which, by its nature or express terms should survive, will survive.

Ownership; Proprietary Rights

The Services are owned and operated by Chakra Labs. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by Chakra Labs are protected by United States copyright, trade dress, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that is provided and owned by users of the Services, all Materials contained in the Services are the property of Chakra Labs or its subsidiaries, affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Chakra Labs, its affiliates and/or third-party licensors. Except as expressly authorized by Chakra Labs, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Chakra Labs reserves all rights to the Materials not expressly granted in the Terms.

Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Services, and you agree to defend, indemnify and hold harmless Chakra Labs and its officers, directors, employees, consultants, affiliates, subsidiaries, agents and business partners (collectively, the “Chakra Labs Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your misuse of the Services; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

Disclaimers; No Warranties

THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. CHAKRA LABS SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIMS (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE; (iii) ANY WARRANTIES THAT THE INFORMATION OR RESULTS PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; AND (iv) ANY WARRANTIES WHATSOEVER REGARDING ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ADVERTISED, MADE AVAILABLE, OR REFERRED TO YOU THROUGH THE SERVICES. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES. ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED, USED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. CHAKRA LABS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT CHAKRA LABS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE CHAKRA LABS ENTITIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE CHAKRA LABS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE WHERE SUCH DAMAGES RESULT FROM: (i) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANYTHING ASSOCIATED WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, (ii) ANY PURCHASE OF A THIRD PARTY PRODUCT OR SERVICE BASED ON INFORMATION CONTAINED IN THE SERVICES, INCLUDING THE AVAILABILITY OF A COUPON, REBATE OR OTHER TYPE OF DISCOUNT OR REWARD, OR (iii) THE CONDUCT OF THIRD PARTIES. YOU SPECIFICALLY ACKNOWLEDGE THAT THE CHAKRA LABS ENTITIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE CHAKRA LABS ENTITIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CHAKRA LABS ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES IS LIMITED TO THE GREATER OF (i) THE AMOUNTS OWED BY CHAKRA LABS TO YOU IN REWARDS, OR (ii) $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHAKRA LABS AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Chakra Labs and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

17.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Chakra Labs agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services any communications you receive, any products sold or distributed through the Services or these Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Chakra Labs may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Chakra Labs may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

17.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Chakra Labs. If that occurs, Chakra Labs is committed to working with you to reach a reasonable resolution. You and Chakra Labs agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Chakra Labs therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Chakra Labs that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to hi@chakra-labs.com or regular mail to our offices located at 134 N 4th St, Brooklyn, NY 11249. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

17.3 Waiver of Jury Trial. YOU AND CHAKRA LABS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Chakra Labs are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 0 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

17.4 Waiver of Class and Other Non-Individualized Relief. YOU AND CHAKRA LABS AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 17.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 17.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Chakra Labs agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Chakra Labs from participating in a class-wide settlement of claims.

17.5 Rules and Forum. These Terms evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Chakra Labs agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Chakra Labs otherwise agree, or the Batch Arbitration process discussed in Section 17.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Chakra Labs agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

17.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 17.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

17.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 17.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 17.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 17.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 17.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 17.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

17.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Chakra Labs need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

17.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Chakra Labs agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Chakra Labs by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Chakra Labs.

You and Chakra Labs agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

17.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 134 N 4th St, Brooklyn, NY 11249, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. 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.

17.11 Invalidity, Expiration. Except as provided in Section 17.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Chakra Labs as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

17.12 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Chakra Labs makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Chakra Labs at 134 N 4th St, Brooklyn, NY 11249, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Chakra Labs will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

Governing Law; Venue

These Terms shall be governed by the laws of the State of California, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Chakra Labs agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for the purpose of litigating all such claims or disputes. The Services are intended for users located within the United States. We make no representation that the Services are appropriate or available for use outside of the United States.

GENERAL PROVISIONS.

19.1 Electronic Communications. The communications between you and Chakra Labs may take place via electronic means, whether you visit the Service or send Chakra Labs emails, or whether Chakra Labs posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Chakra Labs in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Chakra Labs electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

19.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Chakra Labs’s prior written consent. Chakra Labs may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

19.3 Force Majeure. Chakra Labs shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

19.4 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

19.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Chakra Labs agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in San Mateo County, California.

19.6 Governing Law. ThIS AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.

19.7 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

19.8 Notice. Where Chakra Labs requires that you provide an email address, you are responsible for providing Chakra Labs with a valid and current email address. In the event that the email address you provide to Chakra Labs is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Chakra Labs’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Chakra Labs at the following address: 134 N 4th St, Brooklyn, NY 11249. Such notice shall be deemed given when received by Chakra Labs by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

19.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

19.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

19.11 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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