Streamline your design development process
with the power of true-to-life, 3D garment simulation.
Streamline your design development process
with the power of true-to-life, 3D garment simulation.
These terms (“Terms”) govern your use of CLO Virtual Fashion, LLC’s (“CLO”) websites and services such as Atelier, Marvelous Designer, the Enterprise user training website and online store (collectively, “Services”), and software that we include as part of the Services, including any software, applications, CLO Virtual Media (defined below), and any related documentation (collectively “CLO Software”). By using our Services or CLO Software, you agree to these terms. CLO includes its Affiliates, which shall mean subsidiaries, parent companies, joint ventures and other corporate entities under common ownership.
IF YOU HAVE ENTERED INTO ANOTHER AGREEMENT WITH US CONCERNING SPECIFIC SERVICES OR CLO SOFTWARE, THEN THE TERMS OF THAT AGREEMENT CONTROLS WHERE IT CONFLICTS WITH THESE TERMS.
CLO offers various Services, including Atelier, Marvelous Designer, training websites and online store. As a result, additional terms or service requirements may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. If you receive CLO Software from us, the use of such software is governed by any End User License Agreement (“EULA”) presented to you. If no EULA or additional license terms are presented to you, these Terms apply.
Unless otherwise set forth in these Terms, to the extent these Terms conflict with any other CLO terms, policy, rules or codes of conduct, these Terms shall govern.
You may only use our Services if you are over 13 years old and are allowed by law to enter into a binding contract. In any event, if you are under the age of majority in your jurisdiction you are not allowed to use our Services or submit personal information to us.
You must provide all equipment and software necessary to connect to our Services. You are responsible for all internet fees, data fees, or mobile fees that you incur while accessing our Services.
4.1CLO reserves the right, at our discretion, to change or modify these Terms at any time. Although it is your responsibility to review these Terms from time to time for any changes, CLO will notify you of any revisions to these Terms by posting them at this location, and may provide other notice which may include by email or in-Service notice. If you do not agree to the revised Terms, you must stop using our Services. Your continued use of our Services following any revision to these Terms signifies your assent to and acceptance of the revised Terms.
4.2 These Terms may not otherwise be amended except in a writing hand signed by you and CLO. For purposes of this provision, "writing" does not include an e-mail message and a signature does not include an electronic signature.
4.3 You agree that CLO retains the unfettered right to modify any aspect of our Services. You acknowledge that CLO has been, is, and will be constantly making changes to our Services. These changes include modifications to features, functions or abilities of any element of our Services.
4.4 All descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on our Services, are subject to change (including availability) at any time without notice.
5.1 You may use our Services only for lawful purposes, in accordance with these Terms, and only in the manner contemplated by the functionalities of our Services (in CLO’s sole judgment).
5.2 WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, DEACTIVATE OR TERMINATE USER ACCOUNTS, PROHIBIT ACCESS TO ALL OR ANY PORTION OF OUR SERVICES, DELAY OR REMOVE USER CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING OUR SERVICES IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR ACCOUNT AS A RESULT OF ACCOUNT SUSPENSION, DEACTIVATION, OR TERMINATION, AS WELL AS ANY BENEFITS, PRIVILEGES, ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF OUR SERVICES, AND CLO IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
6.1 Subject to these Terms, CLO grants you a non-exclusive, non-transferable license when you sign up for an account, to: (i) access and use our Services for your own personal use or internal business purposes, as applicable, (ii) download and install CLO Software on authorized devices within your possession and control, and (iii) use CLO Software to access and use our Services for your own personal use or internal business purposes, as applicable. You may not use our Services or permit CLO Software to be used on a service bureau, time sharing basis or otherwise, without the express written authorization of CLO.
6.2 CLO Software and our Services, and its content, features, and functionality are owned by CLO, its licensors, or other providers of such material and is protected by copyright and other laws and international treaty provisions. Except for the licenses explicitly granted in these Terms, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in CLO Software or our Services, ownership of which is retained by CLO and its suppliers, as applicable. Software updates are also governed by these Terms.
6.3 CLO Software is licensed, not sold, to you for use only under these Terms, and CLO reserves all rights not expressly granted to you.
6.4 Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer CLO Software, or otherwise attempt to derive the source code of CLO Software, or authorize any third party to do any of the foregoing. Any reproduction or redistribution of CLO Software or our Services is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
6.5 You agree to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of CLO Software in the same form and manner that such copyright and other proprietary notices are included on CLO Software. Except as expressly authorized by these Terms, you shall not make any copies or duplicates of CLO Software without the prior written permission of CLO.
6.6 CLO SOFTWARE MAY BE SUBJECT TO OTHER LIMITATIONS, DISCLAIMERS OR WARRANTIES SET FORTH IN AN APPLICABLE EULA. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SUCH EULA AND THESE TERMS, THE EULA SHALL CONTROL WITH RESPECT TO CLO SOFTWARE ONLY. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE APPLICABLE EULA.
6.7 You understand that while at times you may "purchase" or be “credited” (a) virtual currency for use within our Services; or (b) virtual items (together with virtual currency, "Virtual Items"), you do not own the Virtual Items and the amounts of any Virtual Item do not refer to any credit balance of real currency or its equivalent. Rather, you are purchasing a limited license to use that aspect of our Services, including software programs that occasionally manifest themselves as these items. Any "virtual currency" balance shown in your account does not constitute a real- world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license. Virtual Items are non-transferable to another person or account (unless otherwise explicitly permitted by the functionality of our Services), has no cash value and is not redeemable for any sum of money or monetary value from CLO. Virtual Items do not constitute a personal property right. We reserve the right to reduce, liquidate, deactivate, suspend or terminate your Virtual Items or access thereto if we suspect, after investigation, that you have misused Virtual Items or have otherwise used them to conduct any fraudulent or illegal activity. Unless otherwise specified or contemplated by the functionalities of our Services, Virtual Items are non-transferable to another person or account.
7.1 Some aspects of our Services require the payment of fees (for example, subscription fees). If you are required to pay a fee, the specific terms and conditions associated with such service will be included where those services are offered. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee becomes payable. CLO may, from time to time (and upon notice of required by applicable laws), modify, amend, or supplement its fees and fee-billing methods, and such changes shall be effective immediately upon posting on our Services.
7.3 By ordering a license to use Virtual Items, you agree and accept that the Virtual Items ordered will be promptly provided to you following completion of your purchase. You may also be required to agree to additional terms when making purchases. These may include the CLO Downloadable Media License Agreement , which you must agree to when making purchases of CLO Virtual Media (as defined in the CLO Downloadable Media License Agreement).
8.1 Subscription periods can be month-to-month, yearly, or another duration described in the account features for your account (“Subscription Period”).You agree to pay all applicable subscription fees, including automatically charged renewal fees. CLO offers two subscription periods:
8.2 If you have signed up for a free trial account and have provided your payment information, you must cancel your free trial before the end of your trial period. It is your responsibility to monitor the remaining term of your trial period. If you do not cancel before the end of your trial period, you will be charged after the trial period ends.
8.3 CLO reserves the right to change prices or institute new charges for access to or use of our Services at any time upon not less than thirty (30) days’ notice to you. You are responsible for regularly reviewing such pricing information. Continued use of the Service or non-termination of your account after such thirty (30) day period constitutes your acceptance of the prices as modified.
8.4 Refunds are not provided for cancelled subscriptions.
9.1 In order to access some features of our Services, you may be required to register an account with us.
9.3 Notwithstanding anything herein to the contrary, you acknowledge and agree that you have no ownership or other property interest in the account, and you further acknowledge and agree that all rights in and to the account are and shall be owned solely and exclusively by CLO.
9.4 You agree to (i) provide us with current, complete and accurate information as prompted by the applicable registration form, and (ii) maintain and promptly update the registration data to keep it true, complete, accurate and correct. If you provide any information that is untrue, inaccurate, not current or incomplete, CLO has the right to suspend or deactivate your account and refuse you from any and all current and future use of our Services (or any portion thereof).
9.5 When registering for an account, you will be asked to choose a password and username. You may not use a username that is used by someone else, is vulgar or otherwise offensive (as determined by CLO in its sole discretion), infringes any trademark or other rights of others, or is used in any way that violates these Terms. You are entirely responsible for maintaining the confidentiality and security of your account information (including usernames, passwords and billing information).
9.6 You are solely responsible for any and all activities, charges and fees that occur under your account. You agree to properly exit from your account at the end of each session. You agree to notify CLO immediately of any unauthorized use of your account or any other breach of security (and to provide properly documented evidence as reasonably requested by CLO).
9.7 CLO will not be liable for any loss or damage that you may suffer as a result of someone else using your account, either with or without your knowledge. You will be liable for any and all losses incurred by CLO and/or any of its licensors due to someone else using your account. You may not use anyone else's account at any time. Your account is personal to you and you may not transfer or make your account available to others. Any distribution by you of your account or related information may result in suspension or deactivation of your account without refund or compensation to you, and the imposition of additional charges to your account based on any unauthorized use.
Certain aspects of our Services allow users to upload, transmit or post content (“Post”).
By Posting content, including, without limitation, virtual patterns and related data, materials, choosing a username, or participation in any chats or forums, you automatically grant us and our designees, or warrant that the owner of such content has expressly granted us and our designees, a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display content you Post throughout the world in any media. You also hereby grant each user of our Services a non-exclusive license to access content you Post, and to use, reproduce, distribute, display and perform such content, each in the manner contemplated by our Services and these Terms.
You further represent and warrant that: (i) you own or have the necessary rights (intellectual property rights or otherwise) in and to any and all content you Post and to enable inclusion and use of such content in the manner contemplated by our Services and these Terms; (ii) that we will not need to obtain any licenses or consents from, or make any payments to, any third party for any use or exploitation of content you Post as authorized herein, or have any liability to you or any other party as a result of any use or exploitation of such content as authorized herein; (iii) content you Post will not be illegal, obscene, threatening, defamatory, invasive of privacy, or otherwise injurious to third parties or objectionable, and must not consist of or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam;” (iv) content you Post may be copied by other users of our Services (where permitted by the intended functionality of our Services); and (v) if you do not have the right to Post content for such use, it may subject you to liability.
CLO takes no responsibility and assumes no liability for any content Posted by you or any third party. We have no obligation to monitor content Posted on our Services and we are not responsible for monitoring our Services for inappropriate or illegal content or conduct by other users. However, we retain the right, in our sole discretion, to edit, refuse to post, or remove any content. We may also, at our discretion, monitor and/or record your interaction with our Services or your communications with CLO or other users (including without limitation chat text and voice communications) when you are using our Services.
10.2 We are pleased to hear from you and welcome comments regarding our Services. Unfortunately, however, long-standing company policy does not allow us to accept or consider creative ideas, suggestions or materials other than those we have specifically requested. If, despite our request that you not send us any other creative materials, you send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively, the "Unsolicited Submissions"), the Unsolicited Submissions shall be deemed, and shall remain, the property of CLO. None of the Unsolicited Submissions shall be subject to any obligation of confidence on the part of CLO, and we shall not be liable for any use or disclosure of any Unsolicited Submissions. Without limitation of the foregoing, we shall exclusively own all now known or hereafter existing rights to the Unsolicited Submissions of every kind and nature, in perpetuity, throughout the universe and shall be entitled to unrestricted use of the Unsolicited Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Unsolicited Submissions. You waive any and all moral rights in any such Unsolicited Submissions as well as any claim to a right of credit or approval. The foregoing shall also apply to any creative submissions you make at our specific request, unless otherwise agreed in writing.
CLO respects the intellectual property of others, and we ask our users to do the same. CLO may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide CLO's Copyright Agent the following information:
CLO's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
When you use our Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email (if provided by you) or by posting notices through our Services. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
Our Services may contain links to websites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site. We reserve the right to disable links from or to third party sites.
Our Services may enable you to order and receive products, information and services from third parties that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such third parties. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for our Services. In addition, our Services may prompt you to establish an account with a third party not owned or operated by us. Your agreement and understanding with any such third party is solely between you and such third party. We will not be a party to or in any way be responsible for your agreement with such third-party. Any disputes you may encounter with such third party shall be settled solely between you and such third party.
Your right to use our Services and CLO Software are effective through the end of the applicable Subscription Period unless earlier terminated. Upon termination, the licenses granted to you by CLO shall cease, you may not be able to access or retrieve any content associated with your account, and you will promptly remove CLO Software from your device. If you terminate your account, you agree that we may keep your content on our servers for a reasonable time thereafter (for example, to enable you to renew a subscription or reactivate your account, if you so desire).
In the event of expiration or termination of your account, the representations made by you in these Terms, and the obligations of each party, which by their nature would continue beyond the termination or expiration of these Terms, including without limitation the Sections entitled “Term and Termination”, “Disclaimers”, “Limitation of Liability”, “Indemnification”, “Disputes”, and Sections 21 through 27 shall survive such expiration or termination.
16.1 NEITHER CLO, ITS LICENSORS AND THIRD PARTY PROVIDERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "CLO PARTIES"), MAKE ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THAT OUR SERVICES OR CLO SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICES OR CLO SOFTWARE, OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH OUR SERVICES OR CLO SOFTWARE.
16.2 YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OUR SERVICES OR CLO SOFTWARE IS AT YOUR SOLE RISK. OUR SERVICES AND ANY CONTENT APPEARING ON OUR SERVICES, INCLUDING USER CONTENT, AND CLO SOFTWARE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, CLO MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT OUR SERVICES OR CLO SOFTWARE. CLO DISCLAIMS ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
17.1 IN NO EVENT WILL ANY OF THE CLO PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY EVEN IF CLO WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 IN THE EVENT ANY CLAIM RELATING TO THE PERFORMANCE OR NONPERFORMANCE BY CLO PURSUANT TO THESE TERMS, OR IN ANY OTHER WAY CONCERNING OUR SERVICES, CLO SOFTWARE, OR CLO VIRTUAL MEDIA IS MADE BY YOU, THE ACTUAL DAMAGES TO WHICH YOU MAY BE ENTITLED SHALL BE LIMITED TO THE FEES, IF ANY, PAID BY YOU FOR USE OF OUR SERVICES IN THE 180 DAY PERIOD PRECEDING YOUR CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING OUR SERVICES AND TERMINATE YOUR ACCOUNT.
17.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF STATUTORY OR IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN MAY NOT APPLY TO YOU. CONSEQUENTLY, IN SUCH JURISDICTIONS, THE LIABILITY OF THE CLO PARTIES IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING THE LIABILITY OF SUCH CLO PARTIES TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THIS LIMITATION IS INDEPENDENT OF ANY OTHER LIMITATION SET FORTH IN THESE TERMS.
17.4 IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: 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.
17.5 THE CLO PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE OR ILLEGAL POSTING OR CONDUCT, ON OUR SERVICES, INCLUDING, WITHOUT LIMITATION, BY ANYONE OTHER THAN AUTHORIZED CLO EMPLOYEES WHILE ACTING IN THEIR OFFICIAL CAPACITIES.
You agree to indemnify and hold CLO Parties harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of our Services or CLO Software in violation of these Terms and/or any breach of your representations and warranties set forth above and/or if content you Post causes us to be liable to another.
You acknowledge that the rights granted and obligations made under these Terms to CLO are of a unique and irreplaceable nature, the loss of which shall irreparably harm CLO and which cannot be replaced by monetary damages alone. Accordingly, CLO shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of our Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of our Services or any content or other material used or displayed through our Services and agree to limit your claims to monetary damages (but only to the extent permissible under these Terms).
20.1 You are contracting with CLO Virtual Fashion, LLC located at 79 Madison Ave, 2nd Floor, New York, NY 10016 USA. The laws of the State of New York, USA govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for New York County, New York, USA, for all disputes arising out of or relating to these Terms.
20.2 Any claim or cause of action arising out of or related to use of our Services or these Terms must be filed within 1 year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1 year period, such claim or cause of action are forever barred.
20.3 For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief shall resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The party requesting relief shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) all aspects of the arbitration shall be conducted in the English language; (c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (d) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
20.4 All claims you bring against CLO must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, CLO shall be entitled to recover attorneys' fees and costs up to $2,000, provided that CLO has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
These Terms are deemed accepted upon any use of our Services. These Terms and any additional terms referenced herein constitute the entire agreement between you and CLO regarding the use of our Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect.
You may not transfer or assign any of the rights or licenses granted to you hereunder without our prior written consent therefor. However, we may transfer or assign all or a part of our rights or responsibilities under these Terms to any person or entity without your consent.
We are not liable for any changes or problems out of our control, for example changes or problems caused by like natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
Subject to the other provisions of these Terms, CLO will attempt to help you with any queries or problems that you may have with our Services, any of your purchases, and any questions about these Terms generally. To reach our customer support team, please e-mail us at email@example.com.
We may notify you by posting(s) made within our Services, sending you an e-mail or using other ways of communicating with you based on the contact information you provide to us. Any notice to CLO required according to these Terms must be in writing and addressed to 79 Madison Ave, 2nd Floor, New York, NY 10016, unless we have provided a more specific method of notifying us.
WE DO NOT KNOWINGLY COLLECT PERSONAL INFORMATION FROM CHILDREN UNDER THE AGE OF 13.
We may collect and process the following data about you:
Please keep in mind that when you voluntarily disclose personal information which is publicly viewable, that information will be publicly available and can be collected and used by others. For example, if you post your email address, you may receive unsolicited messages. We cannot control who views information (and what they do with information) you voluntarily post publicly.
We may also use clear gifs in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. For this reason, these types of clear gifs are tied to personally identifiable information.
We may also use tools or third party analytical software to automatically collect and use certain non- personal information that does not directly enable CLO to identify you.
We use your personal information and non-personal information, both individually or combined together:
CLO does not sell or rent your personal information to third-parties for marketing purposes without your consent. However, you hereby agree that CLO may, without seeking further your consent, share your personal information with our Affiliates to provide you our Services or information about other services and promotional materials. In addition, CLO may share personal information with business partners that assist CLO in providing you our Services.
We will encourage our service partners to adopt and post privacy policies. However, the use of your personal information by our service partners is governed by the privacy policies of those service partners, and is not subject to our control.
Occasionally we may be required by law enforcement or judicial authorities to provide personal information to the appropriate governmental authorities. We will disclose personal information upon receipt of a court order, subpoena, or to cooperate with a law enforcement investigation.
CLO maintains appropriate safeguards that ensure the security, integrity, and privacy of the personal information we collect and store about our account holders. Personal information collected by CLO is stored in secure operating environments that are not available to the public and that are only accessible by authorized employees. We also have security measures in place to protect the loss, misuse, and alteration of the information under our control (i.e., maintain data quality). Before we allow web users to access their personal information, for example, we verify their identity by requesting that they submit information such as their username and password. We also take reasonable steps to ensure that third parties to whom we transfer personal information provide sufficient protection of such data.
Your personal information may be transferred to, and stored at, a destination outside the country of your residence. It may also be processed by personnel of our Affiliates and third party service providers who may operate outside the country of your residence. In such case, we will take reasonable steps to require such third party in possession of your personal information to take commercially reasonable security measures to protect the information.
However, unfortunately, no data transmission over the internet or any wireless network can be guaranteed to be secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) the security, integrity and privacy of any and all information and data exchanged between you and us through our Services cannot be guaranteed; and (b) any such information and data may be viewed or tampered with in transit by a third party.
Please be aware that even after your account is terminated or deleted, some or all of your information may still remain visible to others. A request to delete and/or terminate your account will not result in the removal of information collected and already put in aggregate form or information that cannot, in our sole discretion, be removed without undue burden to us. We are not able nor are we obligated to remove any of your information from a third party provider or platform. Moreover, please be aware that even after you delete your account or your account is terminated, your information may not be deleted in its entirety from our servers and servers of the third party with whom such information have been shared
If at any time you wish to opt out of having your personal information shared with third parties and/or receiving information from CLO (via e-mail or postal mail) about new products, services, or promotions, you can do so by adjusting your account settings or emailing us at firstname.lastname@example.org.
Our Services are provided through and managed on servers located and operated within the United States. By using and accessing our Services, residents and citizens of countries and jurisdictions outside of the United States agree and consent to the transfer, storage and processing of your information on servers located in the United States.
If you have any questions or wish to file a complaint, please feel free to e-mail us at email@example.com.
CLO Virtual Fashion Inc. ("CLO") Licenses The Software And Other Licensed Materials Only On The Condition That Licensee Accepts All Of The Terms Contained Or Referenced In This Agreement, Including All Exhibits And Schedules Hereto ("Agreement")
By selecting the "Accept" button to acknowledge agreement to the terms of this Agreement, or by installing, downloading, accessing, or otherwise using all or any portion of the CLO Materials, you accept this Agreement on behalf of the Legal Entity for which you are authorized to act and acknowledge that such entity is legally bound by this Agreement or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement. You represent and warrant that you have the authority to act on behalf of and bind such Legal Entity (if any) or yourself.
If you are unwilling to accept this Agreement, or you do not have the authority to act on behalf of and bind such Legal Entity (if any) or yourself as an individual, DO NOT SELECT THE "ACCEPT" BUTTON OR OTHERWISE CLICK ON ANY BUTTON DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE USE ALL OR ANY PORTION OF THE CLO MATERIALS.
Unless otherwise defined in the main body of the Agreement, capitalized terms used in this Agreement are defined in Section 9.
1.1 License Grant.
Subject to and conditioned on Licensee's continuous compliance with this Agreement and payment of the applicable fees, CLO grants Licensee a nonexclusive, non-sublicensable, non-transferable, personal, limited license to install and/or access the Licensed Materials, in each case solely (1) within the scope of the License Class and Licensed Number specified in the applicable License Confirmation, and (2) in accordance with the other terms of this Agreement. In any case where the License Confirmation does not specify a License Class or Licensed Number, or there is no License Confirmation, the License Class will be the Trial License and the Licensed Number will be one (1).
1.2 Additional Terms.
Any or all of the Licensed Materials may be subject to terms that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms.
1.3 Other Materials..
If CLO provides or makes available to Licensee any additional materials associated with the Licensed Materials, including any corrections, patches, service packs, updates or upgrades to, or new version of, the Licensed Materials or any Supplemental Materials or User Documentation for the Licensed Materials, (a) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this Agreement (including, without limitation, additional or different fees, license terms, or restrictions on use), and Licensee agrees to comply with such terms, or (b) if there are no other terms for such additional materials, they will be subject to the same terms as the Licensed Materials to which such additional materials apply.
1.4 Authorized Users.
Licensee shall permit the Licensed Materials to be installed and/or accessed only by Licensee's authorized personnel (except as otherwise designated in the applicable License Class), and any such installation or access will be subject to any other requirements imposed by this Agreement and the applicable License Class and Licensed Number. Licensee will be responsible for compliance with this Agreement by Licensee's authorized personnel and any other persons who may have access to the CLO Materials through Licensee.
2.1 Unauthorized Activities.
Licensee shall not (a) distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide access to all or any portion of the CLO Materials to any person or Legal Entity excepts as expressly set forth in this Agreement or as expressly authorized in writing by CLO, (b) remove, alter or obscure any proprietary notices, labels or marks in the CLO Materials, (c) decompile, disassemble or otherwise reverse engineer the CLO Materials, (d) translate, adapt, arrange, or create derivative works based on, or otherwise modify the CLO Materials fro any purpose; provided however Licensee may make Modifications to CLO Samples, (e) distribute CLO Samples as Licensee's work product without Modifications, and (f) distribute Restricted CLO Samples.
2.2 Effect of Unauthorized Use.
Licensee will not engage in, and will not permit or assist any third party to engage in any of the uses or activities prohibited in or inconsistent with this Agreement (collectively, "Unauthorized Uses"). Legal Entities are prohibited from obtaining a Personal License. Any such Unauthorized Use, any any installation of or access to the Licensed Materials provided under this Agreement, constitute or result in infringement of CLO's intellectual property rights and a breach of this Agreement. Licensee will notify CLO promptly of any such Unauthorized Uses or other unauthorized installation or access.
Licensee may not (1) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by CLO in connection with the CLO Materials, or (2) install or access the CLO Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by CLO directly or through a Reseller. Without limitation of the generality of the foregoing, Licensee mya not utilize any equipment, device, software, or other means to circumvent or remove any protection measure provided or made available by CLO for managing, monitoring or controlling installation of or access to CLO Materials.
CLO and its licensors retain title to and ownership of, and all other rights with respect to, the CLO Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the CLO Materials are licensed, not sold, and that rights to install and/or access the Licensed Materials are acquired only under the license from CLO.
Except as set out above or under any applicable returns policy presented on the Product and Contents and applicable to your purchase (“Returns Policy”) and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:
4.1 Privacy and Use of Information.
Licensee acknowledges and agrees that Licensee may provide, CLO and its Resellers (and third parties acting on behalf of CLO and its Resellers) may obtain, information and data with respect to Licensee (including personal information) and Licensee's business in connection with this Agreement, ordering, registration, activation, updating, validating, auditing, monitoring, installation of and access to CLO Materials. Licensee hereby consents to CLO maintaining, using, storing and disclosing such information and data within the scope of this Agreement.
Certain Licensed Materials may require Licensee's access to and use of content and services that are hosted on websites maintained by CLO or by third parties. Accessing such content or services and use of Licensed Materials may cause Licensee's computer, without additional notice, to connect automatically to the Internet and to communicate with a CLO or third-party website. Connectivity to websites of third parties is governed by the terms found on such sites or otherwise associated with the third-party content or services, and any dealing between Licensee and any third party in connection with such content or services, including, without limitation, such third party's privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between Licensee and such third party. CLO may at any time, for any reason, modify or discontinue the availability of any third-party content or services.
4.3 Activation and Security.
Installation of and access to the Licensed Materials required, and the continued use thereof may from time to time require, remote authentication by CLO or activation codes issued by CLO. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND/OR ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY CLO PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNIVAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST THE APPLICABLE LICENSE TERMS, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE'S ACCESS TO LICENSEE'S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED. Work product and other data created with Licensed Materials made available under certain License Classes, including licenses that limit the permitted purpose to educational purposes or personal learning purposes, may contain certain notices and limitations that make the work product and other data usable only in certain circumstances. In addition, if Licensee combines or links work product or other data created with such Licensed Materials with work product or other data otherwise created, then such other work product or data may also be affected by these notices and limitations. CLO will have no responsibility or liability whatsoever if Licensee combines or links work product or other data created with such Licensed Materials with work product or other data otherwise created. In addition, Licensee will not remove, alter or obscure any such notices or limitations.
5.1 Limited Warranty.
CLO warrants that, as of the date on which the Licensed Materials (and hardware media, if any, on which such Licensed Materials are contained) are delivered to Licensee and for thirty (30) days thereafter or if the license term is shorter, such shorter period ("Warranty Period"), the Licensed Materials will provide the general features and functions described in the User Documentation portion of the Licensed Materials. CLO's entire liability and Licensee's exclusive remedy during the Warranty Period ("Limited Warranty") will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at CLO's option, (1) to attempt to correct or work around errors, if any, or (2) to refund the license fees, if any, paid by Licensee and terminate this Agreement or the license specific to such Licensed Materials. Such refund is subject to the return of the CLO Materials to CLO or the Reseller from which Licensee acquired the CLO Materials. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. CLO DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLO AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY CLO MATERIALS. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE CLO MATERIALS AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, CLO DOES NOT WARRANT: (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE; (b) THAT ERRORS WILL BE CORRECTED BY CLO OR ANY THIRD PARTY; OR (c) THAT CLO OR ANY THIRT PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FORECOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.
6.1 Limitation on Type and Amount of Liability.
IN NO EVENT WILL CLO OR ITS SUPPLIERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE LIABILITY OF CLO AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY CLO MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR SUCH CLO MATERIALS.
6.2 Application of and Basis for Limitations.
THE LIMITATIONS OF LIABILITY IN THIS SECTION 6 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION; NEGLIGENCE) OR OTHERWISE, EVEN IF CLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
7.1 Term; Termination or Suspension.
Each license under this Agreement, with respect to each specific set of Licensed Materials covered by this Agreement, will become effective as of the latest to occur of: (a) this Agreement becoming effective, (b) payment by Licensee of the applicable fees, excluding licenses (such as evaluation licenses) where no fees are required, and (c) delivery of the specific Licensed Materials. Each of CLO or Licensee may terminate this Agreement and Licensee's license as to Licensed Materials if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; however, if Licensee is in breach of Section 1 or Section 2, CLO may terminate this Agreement, and Licensee's license to Licensed Materials immediately upon written notice of the breach. In addition, CLO may, as an alternative to termination, suspend Licensee's license to the Licensed Materials and/or other CLO obligations or Licensee rights under this Agreement, if Licensee fails to make a payment to CLO or a Reseller or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license or other associated materials. CLO may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee's creditors. This Agreement will terminate automatically without further notice or action by CLO if Licensee goes into liquidation. Licensee acknowledges and agrees that CLO may assign or sub-contract any of its rights or obligations under this Agreement.
7.2 Effect of Termination of Agreement of License.
Upon termination or expiration of this Agreement, the licenses granted hereunder will terminate. Upon termination or expiration of any license granted to Licensee, Licensee must cease all use of CLO Materials to which such license applies and uninstall all copies of the CLO Materials. At CLO's request, Licensee agrees to destroy or return to CLO or the Reseller from which they were acquired all CLO Materials. CLO reserves the right to require Licensee to show satisfactory proof that all copies of the CLO Materials have been uninstalled and, if so requested by CLO, destroyed or returned to CLO or the Reseller from which they were acquired.
Sections 2.1, 2.2, 2.3, 4, 5, 6, 7, 8 and 9 will survive any termination or expiration of this Agreement.
Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail, postal service, or a delivery service, except that Licensee may not provide notice to CLO of a CLO breach or provide notice of termination of this Agreement by electronic mail. Notices from CLO to Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to CLO, or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to CLO. Licensee hereby consents to service of process being effected on Licensee by registered mail sent to the address provided by Licensee to CLO if so permitted by applicable law. Notices from Licensee to CLO will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by CLO at) firstname.lastname@example.org, or (b) in the case of notices by mail or delivery service, when received by CLO at 17-4, Dosan-daero 8-gil, Gangnam-gu, Seoul, 135-811, Republic of Korea, Attention: Legal Notices.
8.2 Governing Law and Jurisdiction.
This Agreement will be governed by the internal laws of the Republic of Korea, except for its conflicts of laws principles. In addition, each party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Seoul Central District Court. Notwithstanding the foregoing, nothing in the foregoing will prevent CLO from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.
8.3 No Assignment; Insolvency.
Licensee may not assign this Agreement or any rights hereunder without CLO's prior written consent, which may be withheld in CLO's sole and absolute discretion. Any unauthorized assignment by Licensee will be void.
8.4 CLO Subsidiaries and Affiliates.
Licensee acknowledges and agrees that CLO may arrange to have its subsidiaries and affiliates engage in activities in connection with this Agreement, provided that CLO (and not such subsidiaries and affiliates) will remain subject to the obligations of CLO under this Agreement.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.
8.6 No Waiver.
No tem or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (where express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
Licensee agrees that CLO has the right to require an audit (electronic or otherwise) of the CLO Materials and the installation thereof and access thereto. As part of any such audit, CLO or its authorized representative will have the right, on at least ten (10) days' prior notice to Licensee, to inspect Licensee's records, systems and facilities to verify that the use of any and all CLO Materials is in conformance with this Agreement. Licensee will provide full cooperation to enable any such audit. If CLO determines that Licensee's use is not in conformity with the Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee's use into compliance with this Agreement and other applicable terms and pay the reasonable costs of the audit. In addition to such payment rights, CLO reserves the rights to seek any other remedies available at law or in equity, whether under this Agreement or otherwise.
The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
8.9 Force Majeure.
CLO will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond CLO's reasonable control.
8.10 Export Control.
Licensee acknowledges and agrees that the CLO Materials are subject to compliance with Korean, United States and other applicable country export control and trade sanctions laws, rules and regulations (collectively, "Export Control Laws"). Licensee understands that the requirements and restrictions of the Export Control Laws as applicable to Licensee may vary depending on the CLO Materials provided under this Agreement and may change over time. Licensee shall be solely responsible for (1) determining the precise controls applicable to the CLO Materials, and (2) complying with the Export Control Laws and monitoring any modifications to them.
8.11 Entire Agreement.
This Agreement and any other terms referenced in this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof, except that particular CLO Materials may be subject to additional or different terms associated with CLO Materials. In the event of a conflict between this Agreement and any other terms of CLO, the other terms will apply. Any modifications to this Agreement will be invalid unless agreed to in a writing signed by an authorized representative of CLO.
"Authorized User" means any individual person who installs or accesses, or is authorized to install or access, any of the Licensed Materials.
"Academic Licensee" means a Licensee who is a Qualified Academic Institution, faculty, or student therein. CLO, in its sole discretion, retains the right to determine the eligibility of an Academic Licensee.
"Academic Purposes" means purposes directly related to learning, teaching, training, research and development that are part of the instructional functions performed by a Qualified Academic Institution. Academic Purposes does not include commercial, professional or any other for-profit purposes.
"CLO Materials" means any materials distributed or made available by CLO, directly or indirectly, including Software, Content, Supplemental Materials, and User Documentation.
"CLO Samples" means samples provided by CLO, including, but not limited to, sample patterns and designs, modules for patterns and designs, and representations of elements used in patterns and designs.
"Legal Entity" means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization. Legal Entity includes, without limitation, any government, non-profit, or Qualified Academic Institution.
"License Class" means a type of license specified by CLO for CLO Materials, including the following:
If CLO identifies the License Class as a "Trial" version ("Trial License") in the applicable License Confirmation, Licensee may install a copy of the specified Licensed Materials designated in the applicable License Confirmation on one (1) computer, subject to certain functional limitations, including those described in Section 4.3, on a Stand-alone Basis, and permit access to such copy of the Licensed Materials, solely by Licensee's authorized personnel, solely for Trial Purposes, only so long as the maximum number of concurrent Authorized Users does not exceed one (1), and only from Licensee's work location. A Trial License is for a fixed term specified in the applicable License Confirmation, or if no such term is specified, the term is fifteen (15) days from installation or as otherwise authorized in writing by CLO.
9.7.2 Personal License.
If the License Confirmation identifies the License Class as a "Personal License", Licensee may install a single primary copy of the specified Licensed Materials designated in the applicable License Confirmation on one(1) computer, on a Stand-alone Basis. The Personal License is personal to the License, who is an individual, and must not be a Legal Entity. Only the Licensee is permitted to access the Licensed Materials, and solely for Licensee's Internal Business Needs. The Permitted Number of Authorized Users is one (1). The Permitted Number of Authorized Users is one (1).
9.7.3 Enterprise Stand-alone License.
If the License Confirmation identifies the License Class as a "Enterprise Stand-alone License", Licensee, which is a Legal Entity, may install a single primary copy of the specified Licensed Materials designated in the applicable License Confirmation on one (1) computer, on a Stand-alone Basis, and permit access to such primary copy of the Licensed Materials solely by Licensee's authorized personnel, and solely for Licensee's Internal Business Needs.
9.7.4 Enterprise Network License.
If the License Confirmation identifies the License Class for the Licensed Materials as a "Enterprise Network License", Licensee, which is a Legal Entity, may install copies of the specified Licensed Materials designated in the applicable License Confirmation on a single file server computer and permit access to such Licensed Materials on Computers in an amount up to the Permitted Number of Computers, on a Networked Basis, solely by Licensee's authorized personnel, solely for Licensee's Internal Business Needs. CLO shall provide a hardware dongle(s) (a "Network Dongle"), which will enable the Permitted Number of Computers in Licensee's network to access the Licensed Materials. IF A NETWORK DONGLE IS DAMAGED, DESTROYED, MISPLACED, OR OTHERWISE BECOMES IMPAIRED OR UNUSABLE DUE TO NO FAULT OF CLO, CLO WILL PROVIDE A REPLACEMENT NETWORK DONGLE, BUT ONLY UPON PAYMENT BY LICENSEE OF THE APPLICABLE LICENSEE FEE (WHICH SHALL BE NO LESS THAN THE LICENSE FEE PAID BY LICENSEE FOR THE LICENSED NUMBER EMBODIED IN THE REPLACED NETWORK DONGLE).
9.7.5 Academic Stand-alone.
If the License Confirmation identifies the License Class as an "Academic Stand-alone License", an Academic Licensee may install a copy of the specified Licensed Materials designated in the applicable License Confirmation on one (1) computer, subject to certain functional limitations, including those described in Section 4.3, on a Stand-alone Basis, and permit access to such copy of the Licensed Materials solely by an Academic Licensee solely for Academic Purposes. An Academic Individual Stand-alone License is for a fixed term specified in the applicable License Confirmation or, if no such term is specified, the term is twelve (12) months from installation or as otherwise authorized in writing by CLO.
9.7.6 Academic Network License.
If the License Confirmation identifies the License Class as an "Academic Network License", and Academic Licensee may install copies of the specified Licensed Materials designated in the applicable License Confirmation on a single file server computer, subject to certain functional limitations described in Section 4.3, permit access to such Licensed Materials on Computers in an amount up to the Permitted Number of Computers, on a Networked Basis, and permit access to such copies of the Licensed Materials solely by Academic Licensees solely for Academic Purposes. An Academic Network License is for a fixed term specified in the applicable License Confirmation or, if no such term is specified, the term is twelve (12) months from installation or as otherwise authorized in writing by CLO. CLO shall provide a Network Dongle(a), which will enable the Permitted Number of Computers in Academic Licensee's network to access the Licensed Materials. IF A NETWORK DONGLE IS DAMAGED, DESTROYED, MISPLACED, OR OTHERWISE BECOMES IMPAIRED OR UNUSABLE DUE TO NO FAULT OF CLO, CLO WILL PROVIDE A REPLACEMENT NETWORK DONGLE, BUT ONLY UPON PAYMENT BY ACADEMIC LICENSEE OF THE APPLICABLE LICENSEE FEE (WHICH SHALL BE NO LESS THAN THE LICENSE FEE PAID BY ACADEMIC LICENSEE FOR THE LICENSED NUMBER EMBODIED IN THE REPLACED NETWORK DONGLE).
"License Confirmation" means a written confirmation by CLO that sets forth the License Class (among other things) for Licensee's license of the Licensed Materials. License Confirmation does not include a designation, confirmation, packaging or other document provided by a Reseller or other third party.
"Licensed Materials" means Software, Supplemental Materials and User Documentation (a) downloaded by clicking on the "I accept" button or mechanism associated with this Agreement or by otherwise indicating assent to this Agreement, (b) delivered prepackaged with this Agreement, or (c) otherwise accompanied by this Agreement, provided that (1) in the case of Software, the Software is identified in an applicable License Confirmation, and (2) Licensee has paid (and continues to pay) the applicable fees. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates and upgrades to, and new version of, the Licensed Materials that CLO provides or makes available to Licensee under Licensee's then-current license.
"Licensee" means (a) the Legal Entity on behalf of which CLO Materials are licensed, if the CLO Materials are licensed on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who accepts this Agreement. For clarification, "Licensee" refers only to a single, specifically identified Legal Entity or individual, and does not include any subsidiary or affiliate of any such Legal Entity or individual or any other related person.
"Licensee's Internal Business Needs" means, in reference to Licensed Materials, the use of such Licensed Materials by Licensee's authorized personnel to meet the internal requirements of Licensee's business in the ordinary course of such business. In no event will Licensee's Internal Business Needs include providing or making available Licensed Materials to any third party.
"Licensed Number" means a maximum number applicable to a license of the Licensed Materials and to the License Class associated with such license specified in the applicable License Confirmation.
"Modification" means any change by Licensee (but only to the extent permitted by the intended functionality of the Software and/or Supplemental Materials) to the substance of a CLO Sample or any change to the substance of the contents of a file containing a CLO Sample; and/or any new file that contains any part of a CLO Sample; all of which, in CLO's sole discretion, ensures that the CLO Sample is not the primary source of value. Modifications may not be made to Restricted CLO Samples.
"Networked Basis" means a computing environment that includes a computer acting as a file server which allows the Licensed Materials installed on such computer to be uploaded and installed to, and operated, viewed or otherwise accessed from, other computers through a local area network connection.
"Permitted Number" means a maximum number (e.g., number of authorized users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the Licensed Materials and to the License Type associated with such license.
"Qualified Academic Institution" means an educational institution which has been accredited by an authorized governmental agency.
"Reseller" means a distributors or reseller authorized directly or indirectly by CLO to distribute CLO Materials to Licensee.
"Restricted CLO Samples" means avatars (and each of their elements) and pre-designed clothing and accessories (including but not limited to buttons, shoes, head coverings, socks, and gloves) included in the CLO Materials, and any other CLO Materials specified as Restricted CLO Materials.
"Software" means the computer program sometimes referred to as "Marvelous Designer" distributed or made available by CLO.
"Stand-alone Basis" means the Licensed Materials are installed on a single computer and which cannot be accessed from any other computer.
"Supplemental Materials" means materials, other than Software and related User Documentation that are distributed or made available by CLO for use with Software. Supplemental Materials include, without limitation, CLO Samples.
"Trial Purposes" means purposes of evaluation and demonstration of the capabilities of the CLO Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes.
"User Documentation" means the explanatory or instructional materials for Software or Supplemental Materials.
This is a legally binding agreement (“Agreement”) between you and CLO Virtual Fashion, LLC (“CLO”) regarding your rights to use downloadable CLO Virtual Media and Work Product.
By clicking the “I accept” button (or its equivalent), you (or the entity or organization on behalf of which you are authorized, in which case “you” and “your” will refer to that entity or organization) agree to this Agreement.
This Agreement incorporates by reference the Terms of Service.
Unless otherwise defined in the main body of this Agreement, capitalized terms used herein are defined as follows:
“CLO Virtual Media” means the collection of one or more digital files, packaged in the form of a product on CLO’s website(s) or other platforms operated by CLO that can be downloaded or otherwise made available to you, with or without charge. CLO Virtual Media includes virtual products, patterns, designs, and renderings, but excludes virtual currency. For your Customers and their use in Work Product, this definition also includes derivative and intermediary files used for that purpose.
“Intellectual Property” means, copyright, trademark, trade secret, right of publicity, or any other proprietary right, irrespective of whether it is registered, applied for, or otherwise, throughout the world.
“Work Product” means works you create using CLO Virtual Media.
Ownership. CLO does not grant title or ownership to you in CLO Virtual Media. All rights in CLO Virtual Media not expressly granted in this Agreement are reserved by CLO for itself and its licensors.
Rights Granted. For CLO Virtual Media made available to you (regardless of whether such media was purchased for a fee or otherwise), CLO grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market CLO Virtual Media within Work Product in the uses authorized in this Agreement.
Rights Granted When Sharing CLO Virtual Media. Other than as set forth below, if you purchase CLO Virtual Media on behalf of a legal entity, that entity may permit access to the purchased CLO Virtual Media by its employees for that entity’s internal business purposes only, and not for any employee’s personal or other use. You are responsible for any downstream distribution, use, or misuse by a recipient of CLO Virtual Media.
Sharing CLO Virtual Media with third parties is only permitted as follows:
Images. You may not publish or distribute Work Product of images through yours or a third party’s stock media clearinghouse or online marketplace, except that CLO may make available to you a CLO operated marketplace to make available your Work Product of images. Images displayed for the promotion of CLO Virtual Media Products, such as preview images on the CLO Virtual Media product page, may be used in Work Product of images, provided that the CLO Virtual Media itself has been purchased. CLO Virtual Media may not be incorporated into Work Product that is a trademark, service mark, or business logo.
Computer Games and Software. You may include CLO Virtual Media in Work Product of computer games, mobile, desktop and web applications, and interactive electronic literary publications. Your inclusion of CLO Virtual Media within any such Work Product is limited to uses where CLO Virtual Media is required to produce an interactive experience for the user (in a way that the CLO Virtual Media in such Work Product may be manipulated or interacted with).
Virtual Goods. You may not import, upload, reproduce, make available, publish, transmit, distribute, or sublicense CLO Virtual Media in Work Product of virtual goods or worlds, unless you or your Customer owns the virtual goods or worlds.
Physical Work Product. You may use CLO Virtual Media to make physical Work Products such as 3D printed works, articles of manufacture, sculptures, and physical goods (“Physical Work Product”). CLO Virtual Media in a Physical Work Product that is untransformed or substantially similar to the original CLO Virtual Media may only be used if it is a minor part of a larger composition of other physical objects in the Work Product (as determined by CLO in its discretion).
Unauthorized Uses. In addition to the restrictions on uses set forth elsewhere in this Agreement, the following are unauthorized uses that are explicitly prohibited:
Security. In all uses, you must take all reasonable and industry standard measures to prevent other parties from gaining access to CLO Virtual Media. CLO Virtual Media must be contained in proprietary formats so that they cannot be opened or imported in any third party application not provided by CLO or you. You may not publish or distribute CLO Virtual Media in any open format, or format encrypted with decryptable open standards.
You covenant, represent, and warrant to CLO that: (i) you will not use CLO Virtual Media to infringe any party’s Intellectual Property rights; (ii) you will not use CLO Virtual Media except pursuant to the terms of this Agreement; (iii) you have full right, power, legal capacity, and authority to enter into and perform this Agreement; and (iv) you will immediately notify CLO of any intellectual property claim against your use of CLO Virtual Media.
You covenant, represent, and warrant to CLO that: (i) you will not use CLO Virtual Media to infringe any party’s Intellectual Property rights; (ii) you will not use CLO Virtual Media except pursuant to the terms of this Agreement; (iii) you have full right, power, legal capacity, and authority to enter into and perform this Agreement; and (iv) you will immediately notify CLO of any intellectual property claim against your use of CLO Virtual Media.
You agree to indemnify and hold CLO and its officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of CLO Virtual Media and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth herein and/or if your Work Product causes us to be liable to another.
ALL CLO VIRTUAL MEDIA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, CLO MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, MERCHANTABILITY, OR COSMETIC ATTRIBUTES OF CLO VIRTUAL MEDIA, AND DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH CLO VIRTUAL MEDIA, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.