Terms of Service
May 18, 2020
1. BINDING AGREEMENT
These terms (“Terms”) govern your use of CLO Virtual Fashion, LLC’s (“CLO”) websites and services—including CLO (also known as “CLO3D,” accessible at https://www.clo3d.com/), Marvelous Designer, CLO-SET, online stores (including CLO-SET Marketplace and the Marvelous Designer Store), CLOLLAB, Benefit by CLO, the CLO Enterprise user training website, and other services that may be developed, modified, combined, and/or newly offered through our websites from time to time (collectively, “Services”). These Terms also govern your use of our software that we include as part of our Services, including any software, applications, and any related documentation (collectively “CLO Software”). By using our Services or CLO Software, you agree to these Terms.
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. For example, CLOSET—an online platform that allows users to store, share, manage, and collaborate on digital fashion content and to buy and sell such user-created 3D assets through an online marketplace called the CLOSET Marketplace--is interoperable with CLO (also known as “CLO3D,” accessible at https://www.clo3d.com/), Marvelous Designer (also known as “MD,” accessible at https://www.marvelousdesigner.com/), related online stores (including the MD Store), and other services provided or that may be developed from time to time, by CLO Virtual Fashion LLC.
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.
2.1 If you access our Services on behalf of a corporation or other legal entity, you represent that you are authorized to accept these terms and conditions on behalf of such corporation or other legal entity.
2.2 For the purpose of determining your eligibility to purchase, or acquire on a trial basis, the License Classes set forth in this Section 2.2 and below in Section 5 of these Terms (as well as at https://www.clo3d.com/pricing; https://www.clo3d.com/download; and other webpages on the CLO website that may be updated from time to time to display License Classes offered by CLO), you agree to the following additional terms:
2.2.1 Individual License. If purchasing, or acquiring on a trial basis, an Individual License as an Individual User under the “Individuals” tab on our website (also known as “CLO-for-Individuals”), you represent that you are:
18.104.22.168 an individual, natural person (e.g. hobbyist, member of the general public, student, etc.) requesting access to the CLO Software for personal use—and not on behalf of a legal entity, registered company, business that should be obtaining an Enterprise License under Section 2.2.2 in order to access the Software and not on behalf of a Qualified Academic Institution that should be obtaining an Academic License in order to the access the Software under Section 2.2.3; or
22.214.171.124 a One Person Company, a Sole Proprietorship, a single-member LLC that does not elect to be treated as a corporation for tax purposes (“disregarded entity”), a freelancer, a self-employed independent contractor, or similarly situated self-employee otherwise in business for yourself—as verified through independent documentation such as articles of incorporation, business registration, tax returns/filings, proof of Self-Employment Tax payment, etc. CLO may request documentation verifying entity status prior to granting access to the Services or CLO Software.
2.2.2 Enterprise License. Whether purchasing a license or acquiring a license on a trial basis, you will be deemed by CLO, in CLO’s sole discretion, as an Enterprise User requiring an Enterprise License to access the CLO Software under the “Business” tab on our website (also known as “CLO-for-Businesses”), if an Academic License pursuant to criteria set forth in Section 2.2.3 is deemed by CLO as inapplicable to you and if any of the following applies:
126.96.36.199 You register for a CLO account or make any purchases of our Services or CLO Software using a corporate credit card on behalf of an Enterprise Company, corporate email account, corporate email address, or corporate domain name;
188.8.131.52 You represent that you are requesting an Individual License on behalf of an entity satisfying the conditions set forth above in Section 184.108.40.206, but CLO has reason to believe that the entity in question has at least one (1) full-time employee other than the natural person who owns that entity;
220.127.116.11 You otherwise satisfy the conditions for an Individual User set forth above in Section 18.104.22.168, but CLO has reason to believe that you are attempting to access the CLO Software on behalf of an Enterprise Company that should be obtaining its own Enterprise License to access the CLO Software (e.g. you are a freelancer who accesses the CLO Software through a computer owned by an Enterprise Company);
22.214.171.124 You represent that you are requesting an Academic License on behalf of an entity satisfying the conditions set forth below in Section 2.2.3, but CLO has reason to believe that you are attempting to access the CLO Software on behalf of an Enterprise Company that should be obtaining an Enterprise License to access the CLO Software (e.g. you are requesting an Academic License on behalf on an entity for commercial, professional, or other for-profit purposes and not for “Academic Purposes” as that term is defined below in Section 126.96.36.199); or
188.8.131.52 For any other reason not specifically addressed by the foregoing subsections, you do not satisfy the spirit or letter of the conditions set forth above in Section 2.2.1 to qualify as an Individual User eligible for an Individual License or the conditions set forth in Section 2.2.3 to qualify as an Academic User eligible for an Academic License—as determined by CLO in CLO’s sole discretion.
2.2.3 Academic License. Whether purchasing a license or acquiring a license on a trial basis, you will be deemed by CLO, in CLO’s sole discretion, as an Academic User requiring an Academic License to access the CLO Software under the “Education” tab on our website (also known as “CLO-for-Education”), if an Enterprise License pursuant to criteria set forth in Section 2.2.2 is deemed by CLO as not applicable to you and if any of the following applies:
184.108.40.206 You are accessing the CLO Software on behalf of a Qualified Academic Institution or you are a member of the faculty therein—as determined by CLO in its sole discretion—for 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”)—where Academic Purposes does not include commercial, professional, or any other for-profit purposes—as determined by CLO in its sole discretion;
220.127.116.11 You register for a CLO account or make any purchases of our Services or CLO Software using a credit card that belongs to a Qualified Academic Institution; or
18.104.22.168 You otherwise satisfy the conditions for an Individual User set forth above in Section 22.214.171.124, but CLO has reason to believe that you are attempting to access the CLO Software on behalf of a Qualified Academic Institution that should be obtaining its own Academic License to access the CLO Software (e.g. you are a student of a Qualified Academic Institution who accesses the CLO Software for a course in which the CLO Software is being taught or used for instructional purposes).
2.3 You further acknowledge that you are age 13 or older, and, if under the age of majority in your jurisdiction, are using our Services under the consent and supervision of a parent, legal guardian, or other responsible adult. 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 access our Services. You are responsible for all internet fees, data fees, or mobile fees that you incur while accessing our Services.
4. Changes to Terms & Our Services
4.1 CLO 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. License TO USE OUR SERVICES & SOFTWARE
5.1 Subject to these Terms, CLO grants you a non-exclusive, non-transferable license when you sign up for an account and pay any fees, where applicable, 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.
5.2 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.
5.3 CLO Software is licensed, not sold, to you for use only under these Terms, and CLO reserves all rights not expressly granted to you.
5.4 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.
5.5 Work product and other data created with CLO Software may contain certain notices and limitations that make the work product and other data usable only in certain circumstances. In addition, if you combine or link your work product or other data created with CLO Software 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 you combine or link work product or other data created with CLO Software with work product or other data otherwise created. In addition, you will not remove, alter or obscure any such notices or limitations.
5.6 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 SUCH CLO SOFTWARE ONLY. SUCH CLO SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE APPLICABLE EULA.
5.7 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.
6. Violation of Terms
6.1 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).
6.2 You may not (i) 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 our Services or CLO Software, or (ii) install or access our Services or CLO Software with any product code, authorization code, serial number, or other copy-protection device not supplied by CLO. Without limitation of the generality of the foregoing, you may 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 our Services or CLO Software.
6.3 Except as expressly authorized in these Terms or allowed by applicable law, you may not (i) use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer our Services or CLO Software, or otherwise attempt to derive the source code of our Services or CLO Software; (ii) translate, adapt, arrange, or create derivative works based on, or otherwise modify our Services or CLO Software or any elements thereof for any purpose; provided however you may make modifications to CLO Samples where such modifications are permitted by the intended functionality of our Services or CLO Software and such modifications ensures that the CLO Sample is not the primary source of value; (iii) permit our Services or CLO Software to be used on a service bureau, time sharing basis or otherwise; (iv) distribute CLO Samples as your work product without modifications, and (g) distribute and/or make modifications to Restricted CLO Samples; or authorize any third party to do any of the foregoing.
"CLO Samples" means samples provided by CLO, including, but not limited to, sample patterns and designs, modules for patterns and designs, and expressions of components and elements used in patterns and designs. CLO samples may be modified where such modifications are permitted by the intended functionality of our Services or CLO Software.
“Restricted CLO Samples” means non-modifiable avatars and dummys (and each of their elements) and pre-designed clothing and accessories (including but not limited to buttons, shoes, head coverings, socks, and gloves), and any other materials provided by CLO specified as “Restricted Licensed Materials” (or similar language).
6.4 Any reproduction or redistribution of our Services or CLO Software 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 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.
7. Fee-Based Services & Purchases
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. SUBSCRIPTIONS & TRIALS
8.1 Unless you have purchased a perpetual or other fixed term license, 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 several subscription options depending on which Service you subscribe to:
- Auto-Renewing Monthly Subscription. The subscription period for the Auto-Renewing Monthly Subscription is one month and automatically renews unless you cancel your subscription at least ten (10) days prior to the renewal date. You will be billed monthly for the Auto-Renewing Monthly Subscription on or about the same day each month until you cancel your subscription.
- Auto-Renewing Annual Subscription. The subscription period for the Auto-Renewing Annual Subscription is one year and automatically renews each year on the anniversary of your subscription unless you cancel your subscription at least ten (10) days prior to your renewal date. You will be billed annually for the Auto-Renewing Annual Subscription on or about the same day each year until you cancel your subscription.
- 1 month, 3 months, 6 months, annual subscriptions or other subscription periods without auto-renewals. Although we may provide notice to you of an expiring subscription period, it is your responsibility to monitor the remaining term of your subscription period, and renew your subscription on a timely basis. If you do not renew your subscription on a timely basis, you may lose all content associated with your account.
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. Registration, User Names & Passwords
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.
10. USER Content & UNSOLICITED SUBMISSIONS
10.1 Certain aspects of our Services allow users to upload, transmit or post content (“Post”).
By Posting content, including, without limitation, Virtual Items such as 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 has 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.
11. COPYRIGHT NOTICES & COMPLAINTS
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:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
CLO's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
CLO Copyright Agent16 E 34th Street, 18th Floor
New York, NY 10016
12. ELECTRONIC COMMUNICATIONS
12.1 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.
12.2 You acknowledge and agree that: (i) when CLO Software is installed and connected to the Internet, CLO (and/or third parties acting on behalf of CLO) may automatically collect certain information and data from you including user identifications, product codes, product types, product versions, and your hardware specifications (“Licensee Data”). The Licensee Data is used for purposes of user registration, activation, updating, validating, monitoring installation, providing technical support, and such other purposes reasonably necessary to monitor and maintain CLO Software and provide you with our Services. You hereby consent to CLO monitoring, maintaining, using, storing and disclosing such Licensee Data within the scope of thee Terms; and (ii) certain aspects of CLO Software require access to and use of content and services that are hosted on websites maintained by CLO. Accessing such content or services and use of CLO Software will cause your computer, without additional notice, to connect automatically to the Internet and to communicate with CLO.
12.3 Installation of CLO Software and access to our Services require, and the continued use thereof may from time to time require, remote authentication by CLO or activation codes issued by CLO. YOU ACKNOWLEDGE AND AGREE THAT INSTALLATION OF CLO SOFTWARE AND/OR ACCESS TO OUR SERVICES MAY BE DISABLED BY CLO PROTECTION MECHANISMS IF YOU TRY TO TRANSFER ALL OR A PART OF THE CLO SOFTWARE TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN CLO SOFTWARE, IF YOU USE CLO SOFTWARE PAST THE APPLICABLE LICENSE TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, YOUR ACCESS TO YOUR WORK PRODUCT AND OTHER DATA MAY BE AFFECTED.
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.
14. THIRD-PARTY MERCHANTS & PROVIDERS
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.
15. THIRD PARTY SOFTWARE
You acknowledge that certain CLO Software may contain copyrighted software of third parties, including open sourced software, which are obtained under a license from such parties (“Third Party Software”). Required notices can be found at the end of the document. All third party licensors retain all right, title and interest in and to such Third Party Software and all copies thereof, including all copyright and other intellectual property rights. Your use of any Third Party Software shall be subject to, and you shall comply with, these Terms, and the applicable restrictions and other terms and conditions set forth in any Third Party Software documentation or printed materials, including without limitation an end user license agreement. There may be provisions in an open source end user license agreement that expressly override some of these Terms.
Notwithstanding anything to the contrary contained in Third Party Software licenses, the disclaimer of warranties and the limitation of liability provisions in these Terms shall apply to such Third Party Software.
16. OPEN SOURCE COMPONENTS
Certain components of CLO Software and Third Party Software which is open source software, if any, may be made available by CLO at the end of the document (collectively the "Open-Sourced Components"). Each item of Open-Sourced Components is licensed under the terms of the end user license that accompanies such Open-Sourced Component. Nothing in these Terms limit your rights under, or grant you rights that supersede, the terms and conditions of any applicable end user license for the Open-Sourced Components. If required by any license for particular Open Source Components, CLO makes such Open-Sourced Components, and CLO’s modifications to that Open-Sourced Component, available by written request to CLO at the email or mailing address listed below.
17. TERM & TERMINATION
Your right to use our Services and CLO Software are effective through the end of the applicable Subscription Period, or where a perpetual license is purchased, perpetually, 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”, “Equitable Remedies”, “Disputes”, and Sections 23 through 25 shall survive such expiration or termination.
18.1 NEITHER CLO, ITS AFFILIATES, 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.
18.2 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.
19. LIMITATION OF LIABILITY
19.1 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.
19.2 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.
19.3 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.
19.4 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.
19.5 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.
21. EQUITABLE REMEDIES
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).
22.1 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.
22.2 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.
22.3 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.
22.4 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.
24. ENFORCEABILITY, ENTIRE AGREEMENT & NON-WAIVER
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.
26. FORCE MAJEURE
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.
27. TECHNICAL & CUSTOMER SUPPORT
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 firstname.lastname@example.org.
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 16 E 34th Street, 18th Floor, New York, NY 10016, unless we have provided a more specific method of notifying us.