1. INTRODUCTION

1.1. Our Services. Thank you for your interest in CLO-SET and/or CLO-SET CONNECT.

1.1.1. CLO-SET is a cloud-based online platform that allows users to store, share, manage, and collaborate on digital assets and content (the “CLO-SET Service” or “CLO-SET”). On February 16, 2021, the beta version of CLO-SET was shut down and replaced by an official version, under the CLO-SET Advanced Trial Subscription Plan (further defined in Section 2.3.3 below).

1.1.1.1. Your use of CLO-SET is subject to your acceptance of the CLO-SET Group Admin License Agreement (GALA) set forth in Section 2 below, if you are accessing CLO-SET on behalf of a Legal Entity (A) in order to set up a Group Account and/or a Group Admin on behalf of such Legal Entity; (B) as the Group Admin for such Legal Entity’s Group Account; (C) in order to pay for, or otherwise administer such Legal Entity’s Group Account.

1.1.1.2. If you are accessing CLO-SET in any other capacity or for any other purpose, your use of CLO-SET is subject to the CLO-SET End User License Agreement (EULA) set forth in Section 3 below.

1.1.2. CLO-SET CONNECT (or “CONNECT”) includes an online marketplace (the “CONNECT Store”) where Digital Rights and/or Physical Rights to user-generated content can be bought and sold via Licenses. Prior to March 17, 2021, this marketplace was known as CLO-SET Marketplace. In order to access CONNECT, you need a CLO-SET Account.

1.1.2.1. Your use of CONNECT is subject to your acceptance of the CONNECT Display and Distribution Agreement (“CDDA”) set forth in Section 4 below, if you are accessing CONNECT as a Creator or Vendor.

1.1.2.2. Your use of the CONNECT Store is subject to your acceptance of the CONNECT End User License Agreement (“CEULA”) set forth in Section 5 below, if you are accessing CONNECT as a Customer or a potential customer.

1.1.3. Taken together, CLO-SET, CONNECT, and all of the webpages, contents, functionalities, links, products, and services provided through or in connection with https://style.clo-set.com collectively comprise our “Services”.

1.2. Binding Agreement. This CLO-SET Terms of Service (“Terms” or “Agreement”) is a legally binding agreement between you and CLO Virtual Fashion, LLC and its affiliates (“CLO,” “we,” “our,” or “us”).

1.2.1. If you accept or agree to this Agreement on behalf of a company, organization, or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to this Agreement, and in such event, “you” and “your” will refer and apply to that Legal Entity. If you are a Legal Entity, acceptance of this Agreement by any of your employees, contractors, representatives, or other users will be binding on you.

1.2.2. This Agreement consists of (A) the CLO-SET GALA; (B) the CLO-SET EULA; (C) the CONNECT Display and Distribution Agreement; (D) the CONNECT EULA; (E) our Privacy Policy; and (F) the applicable terms of service for any of our related websites or interoperable Software through which you access the Services, or use in connection with the Services. Except to the extent you and CLO have executed a separate agreement, this Agreement exclusively governs your access to and use of the Services.

1.2.3. By setting up an account, by using our Services, or by clicking the “I accept” button (or its equivalent), you agree to this Agreement. In this Agreement, CLO and you may each be referred to individually as a “party” and collectively as the “parties”.

1.2.4. Our Services and/or this Agreement may be modified from time to time in our sole discretion. Although it is your responsibility to regularly review this Agreement for any changes, we will notify you of any such revisions by posting them at this location and indicating at the top of this document its last revised date. We may provide other notice such as by email or in-service notice. If at any point for any reason you do not agree to the revised Agreement or to any portion of then-current version of the Agreement (or any other CLO policy, guidelines, rules or codes of conduct), you must stop using the Services. Your continued use of the Services constitutes your consent to such changes. You agree we have no responsibility to otherwise notify you of these updates by email or in-service—except that, for CLO-SET, we will notify you by email or in-service of any material changes to pricing or features for our Subscription Plans and/or our Security Measures.

1.2.5. Unless otherwise set forth in this Agreement, to the extent this Agreement conflicts with any other terms, policy, rules or codes of conduct of CLO, this Agreement shall govern. This Agreement may not be amended except in a writing signed by you and CLO (“writing” does not include an email message).

2. CLO-SET GROUP ADMIN LICENSE AGREEMENT (GALA)

2.1. Introduction. This CLO-SET Group Admin License Agreement (“GALA”) is between CLO and you, if you are accessing CLO-SET on behalf of a Legal Entity as the Group Admin for such Legal Entity’s Group Account, or if you are accessing CLO-SET on behalf of such Legal Entity for the purposes of setting up such Group Admin or for the purpose of paying for, or otherwise administering such Legal Entity’s Group Account. In such events, “you” and “your” shall refer to such Legal Entity and you warrant that you are authorized to enter in this GALA on behalf of such Legal Entity. This GALA is a binding legal agreement that governs your rights and obligations related to your use of CLO-SET. This GALA is part of the CLO-SET Terms of Service (“Terms”). This GALA incorporates by reference the terms and conditions of the Terms. Unless otherwise defined herein, capitalized words or other words used in this GALA have the meaning set forth in the Terms. In the event of any conflict between the Terms and this GALA, this GALA shall supersede and control.

2.2. Administration of the CLO-SET Service

2.2.1. Most important terms in this GALA are capitalized and defined elsewhere in the GALA. In addition, detailed instructions about administration and management of the CLO-SET Service are set forth at https://support.clo-set.com/hc/en-us/categories/360000184736-Manual (“User Manual”).

2.2.2. For the purposes of this GALA, however, there are some big-picture concepts you should understand about (A) how CLO-SET is organized structurally and (B) how you can manage the access levels for each individual person who accesses the Services through you (“End User”). The definitions set forth in this Section 2.2 determine important rights and obligations such as how we bill you and provide you features under our Subscription Plans.

2.2.3. Organizational Units.

2.2.3.1. Hierarchy. Your account has a single top-level organizational unit, called “Group”. Below this parent organizational unit, there are six (6) successive levels of child organizational units in the following descending order: Group > Company > Brand > Line > Season > Workroom > Style. At each level below Group, you may create as many child organizational units as you want.

2.2.3.2. Group. Any and all Fees due to CLO under the Subscription Plans set forth in Section 5 are calculated on a Group-specific basis and charged to the Group Admin. No email address or account can be used to create more than one Group, or serve as the Group Admin for more than one Group.

2.2.4. Access Levels

2.2.4.1. Role-Based Access Control (“RBAC”). Access levels of End Users are managed through a tiered, user hierarchy system that defines each End User’s granular access privileges based on assigned roles.

2.2.4.2. Hierarchy. As explained in more detail on the Permission page of our User Manual at https://support.clo-set.com/hc/en-us/articles/360002197915-Permission, the access-levels (or permission levels) for End Users of CLO-SET are as follows in descending order: Group Admin > Company Admin > Company Collaborator > Brand Admin > Brand Collaborator > Can Edit > Can View.

2.2.4.3. Group Administrator (“Group Admin”).

2.2.4.3.1. RBAC. Group Admins have the authority to (A) designate Company Admins and Brand Admin; (B) create, edit, and delete files in every organizational unit that exists under it in the Group hierarchy; and (C) invite End Users into every such organizational unit as Collaborators, Editors, or Viewers. Group Admins can control and modify the access level of every End User that belongs to the Group.

2.2.4.3.2. Payment. All Fees due to CLO under the applicable Subscription Plan for all Paying Users within a Group during the applicable Measurement Period will be charged to the Group Admin.

2.2.5. Admin Console.

2.2.5.1. When you sign up for a Subscription Plan, CLO will provide you with access to the Admin Console for the Group Admin to manage its use of the Services and use of the Services by your End Users.

2.2.5.2. You may use the Admin Console to specify one Group Admin and also multiple tiers of Administrators at the Company and Brand levels.

2.2.5.3. Only the Group Admin will have access to the Admin Console. The RBAC system mentioned in Section 2.4 is administered and managed by the Group Admin through the Admin Console.

2.2.5.4. As between CLO and you, you are responsible for: (a) managing access to Admin Accounts and (b) any use of the non-admin accounts by End Users (“End User Account”).

2.2.5.5. You agree that CLO’s responsibilities do not extend to your internal management or administration of the Services for you or any End Users.

2.2.5.6. More information about the Admin Console can be found at https://support.clo-set.com/hc/en-us/articles/360002197975-Admin-Console.

2.2.6. Consents. You will obtain and maintain from End Users all consents necessary to allow (i) End Users’ use of the Services and engagement in the activities described in this Agreement; (ii) the accessing, storing, and processing of your data under this Agreement; and (iii) CLO to deliver the Services.

2.2.7. Equipment. You must provide or purchase all equipment and software necessary to access the Services. You are responsible for all internet fees, data fees, or mobile fees that you incur while accessing the Services.

2.2.8. Establishment of Accounts.

2.2.8.1. Accounts. Each CLO-SET account will be associated with a unique CLO-SET access credential that will facilitate the management and use of the Services (“Account”), as further described in https://support.clo-set.com/hc/en-us/articles/360002197795-Creating-Account.

2.2.8.2. Administrator. You will appoint a Group Administrator for the Admin Console. The Group Admin will have primary responsibility for the Admin Console and the assignment of Accounts.

2.2.8.3. End Users. Through Admins, you will appoint one unique End User for each Account established through the Admin Console.

2.2.8.4. Acceptance of Agreement. Each End User must accept this Agreement in order to use the Services.

2.3. Subscription Plans

2.3.1. CLO-SET is provided under various subscription plans—CLO-SET Advanced Trial, CLO-SET Free, CLO-SET Advanced, and CLO-SET Enterprise (“Subscription Plan”)—each with its own set of features and pricing.

2.3.2. Definitions. For the purposes of the CLO-SET Advanced Plan:

2.3.2.1. “Measurements Period” (or “Subscription Term”) means 30 calendar days.

2.3.2.2. “Fees” means Subscription Fee or other applicable fees as determined by CLO.

2.3.2.3. “Subscription Fee” means the fees due to CLO for your access and use of the CLO-SET Service, under the applicable Subscription Plan, as calculated under Section 3.5.3 for the CLO-SET Advanced Subscription Plan or in the applicable separate agreement executed between the parties for the CLO-SET Enterprise Subscription Plan.

2.3.3. CLO-SET Advanced Trial

2.3.3.1. Sign-Up. Beginning on February, 14, 2023, once you register a CLO-SET Account, you will be automatically signed-up to the CLO-SET Advanced Trial Subscription Plan.

2.3.3.2. Trial Period. As of Jun, 01, 2023, the trial period shall be thirty (30) calendar days commencing on the date you register a CLO-SET Account, unless such period is terminated earlier by your election to upgrade plans or as otherwise allowed under this Agreement (“Trial Period”).

2.3.3.3. Trial Features. Under the CLO-SET Advanced Trial plan, during the Trial Period, you will have access to all Advanced Features referenced in Section 3.5.2, without having to pay any of the Fees set forth in Section 3.5.3.

2.3.3.4. Upgrading Plans. At any time during the Trial Period, you may elect to upgrade to a paid Subscription Plan (i.e. either CLO-SET Advanced or CLO-SET Enterprise). Once you upgrade to a paid Subscription Plan, however, you forfeit any days remaining in your Trial Period.

2.3.3.5. Pricing. The CLO-SET Advanced Trial plan is offered at no cost.

2.3.4. CLO-SET Free

2.3.4.1. Sign-Up. When you sign-up for CLO-SET, you are enrolled into the CLO-SET Free Subscription Plan, by default.

2.3.4.2. Pricing. The CLO-SET Free plan is offered at no cost.

2.3.5. CLO-SET Advanced

2.3.5.1. Sign-Up. You may sign-up for the CLO-SET Advanced plan directly on our website, under the pricing page.

2.3.5.2. Advanced Features. Under the CLO-SET Advanced plan, you will have access to features available under the CLO-SET Free plan plus additional features. Any “per user” usage limit for the Advanced Features (e.g. for rendering) shall mean “per Paying User” and such limits shall be construed to be aggregate caps that can be shared among all Paying Users in a Group.

2.3.5.3. Pricing and Payment. Under the CLO-SET Advanced Plan, you agree that, in advance of each Measurement Period, every thirty (30) calendar days, your Group Admin will auto-pay the Subscription Fee for each Paying User in the Group at a rate of $50 per Paying User, per Measurement Period.

2.3.5.3.1. “Paying User” means any End User who has an access right of “Admin,” “Collaborator,” or “Editor” in the Group during the applicable Measurement Period.

2.3.5.3.2. Collaborator or Admin. For the purpose of calculating the Subscription Fee due for the applicable Measurement Period, an End User counts as a Collaborator or Admin—and therefore, a Paying User—as of the date he or she accepts an invite to become a Collaborator or Admin (“Paying User Effective Date”).

2.3.5.3.3. Editor. For the purpose of calculating the Subscription Fee due for the applicable Measurement Period, an End User counts as an Editor—and therefore, a Paying User—as of the date he or she (A) is granted the permission-level of Editor (if the End User already has an End User Account), or (B) first logs in to CLO-SET after setting up an End User Account (if the End User did not have an End User Account prior to receiving an invite to become an Editor) (“Paying User Effective Date”).

2.3.5.3.4. Credits.

2.3.5.3.4.1. If, partway through the Measurement Period, the number of Paying Users in a Group decreases, a corresponding prorated Credit will be applied toward your next bill as a deduction from the Subscription Fee due for the next Measurement Period (“Deduction Credits”).

2.3.5.3.4.2. If, partway through the Measurement Period, the number of Paying Users in a Group increases, a corresponding prorated Credit will be applied toward your next bill as an addition to the Subscription Fee due for the next Measurement Period (“Addition Credits”).

2.3.5.3.4.3. Deduction Credits have no currency or exchange value, are non-transferable, and non-refundable, and will expire following the termination of your CLO-SET Advanced Subscription Plan.

2.3.5.3.4.4. If you elect to downgrade from a CLO-SET Advanced Subscription Plan to the CLO-SET Free Subscription Plan, any remaining Deduction Credits will also expire.

2.3.5.3.5. Group Admin. All Fees due to CLO for all Paying Users recorded during a given Measurement Period will be charged to the Group Admin.

2.3.5.4. Subscription Fees are Prepaid via Auto-Pay. You will be automatically billed and charged every 30 calendar days (“Billing Date”) for Subscription Fees in advance of the applicable Measurement Period.

2.3.5.5. Late Payment. If, for whatever reason, your Auto-Pay payment fails to process (or you otherwise fail to pay the Subscription Fee) when charged, you will be notified of such failure and given five (5) calendar days (“Grace Period”) to change the method of payment or otherwise pay the Subscription Fee. If the Subscription Fee is not paid within this Grace Period, your CLO-SET Advanced Subscription Plan will automatically terminate and be downgraded to a CLO-SET Free Subscription Plan.

2.3.5.6. Taxes. For clarity, the Subscription Fee is inclusive of the applicable value-added taxes (VAT) and sales taxes. Except for applicable sales taxes and value-added tax (VAT), the Subscription Fees payable to CLO under this Agreement do not include any taxes, customs, duties, fees, or other amounts assessed or imposed by any governmental authority. You are responsible for paying all taxes arising hereunder other than taxes imposed on CLO’s income. CLO will charge taxes when required to do so. You will pay or reimburse CLO for all such amounts upon demand or provide certificates or other evidence of exemption. If you provide CLO with a valid exemption certificate or similar evidence of exemption, CLO will not collect the taxes covered by that exemption.

2.3.5.7. Withholding Taxes. You will pay CLO net of any applicable Withholding Taxes. You and CLO will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If CLO qualifies for a tax exemption, or a reduced treaty withholding rate, CLO will provide you with reasonable documentary proof. You will provide CLO reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

2.3.5.8. Downgrading or Cancelling Subscription.

2.3.5.8.1. Effective Date. If you want to downgrade from the CLO-SET Advanced Subscription Plan to the CLO-SET Free Subscription Plan (“Downgrade”), or cancel your Subscription to the CLO-SET Service outright (“Cancellation”), you may make such an election via the Admin Console or the Pricing page—provided that; such Downgrade or Cancellation shall not take effect until the next Billing Date (“Downgrade Date” or “Cancellation Date”).

2.3.5.8.2. No Refunds. In the event of a Downgrade or Cancellation, no refunds of any prepaid Fees will be issued, unless required by law.

2.3.5.8.3. Credits. On the Downgrade Date or Cancellation Date, you must pay CLO through your Group Admin any unpaid Addition Credits on your account; however, any Deduction Credits on your account shall be forfeited as of the Downgrade Date or Cancellation Date.

2.3.6. CLO-SET Enterprise

2.3.6.1. Sign-Up The CLO-SET Enterprise plan is only offered under a separate written agreement executed by you and CLO. To find out more, please contact us at hello@clo-set.com.

2.3.6.2. Enterprise Features. Under the CLO-SET Enterprise plan, you can customize a suite of features to meet your unique needs.

2.3.6.3. Pricing. Pricing, Fees, and payment for the CLO-SET Enterprise plan are determined on the basis of the particular custom solution you need and subject to the particular terms and conditions of a separate written agreement executed between you and CLO.

2.3.7. Limit on Concurrent Rendering Requests. Under all Subscription Plans, unless you elect to purchase the separate rendering server option under CLO-SET Enterprise through a separate agreement, the number of rendering requests that may be submitted concurrently at any one time is limited to one-hundred (100).

2.3.8. Changes. For all subscription plans except CLO-SET Enterprise, CLO may change subscription plan terms and conditions from time to time. For any changes involving features or pricing, CLO will notify you in advance of any such changes via email, using the email address registered with us at the time of account creation.

2.4. Licenses

2.4.1. License Grant. During the Term of this Agreement, subject to and conditioned upon your continuous compliance with this Agreement, including the payment of the applicable Fees, CLO hereby grants you, for the limited duration of the applicable Subscription Term, a nonexclusive, non-sublicensable, nontransferable, non-perpetual, limited license to (a) provide for Administrators (“Admins”) and End Users to access and use the Services in accordance with this Agreement, our Acceptable Use Policy, and the User Manual; (b) configure the Admin Console(s) for access to and management of the Services as authorized by this Agreement; (c) appoint Admins and End Users to manage access to and use of the Services; and (d) use the Services solely for your own internal business purposes (and not for lease, license, or resale).

2.4.2. Reserved Rights. Except as expressly stated in this Agreement, this Agreement does not grant you any other licenses or rights, implied or otherwise, to CLO’s content, intellectual property rights, or proprietary rights.

2.4.2.1. As between the parties, CLO retains all right, title, and interest in and to the Services and any software and other items used to provide the Services. The Services, its feature, and functionality are owned by CLO, its licensors, other providers of such material and is protected by copyright and other laws and international treaty provisions.

2.4.2.2. As between the parties, you or your licensors own all the right, title, and interest in and to the User Content, except for as otherwise provided in Section 2.6 of this GALA and except any content that CLO has licensed to you.

2.4.2.3. Except for the licenses explicitly granted under this Agreement, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title, or interest in the Services, ownership of which is retained by CLO and its suppliers, as applicable. Any updates to the Services are also governed by this Agreement.

2.4.2.4. No title to or ownership of any proprietary rights related to the Services is transferred to you or any End User pursuant to this Agreement or any transaction contemplated by this Agreement.

2.4.2.5. All rights not explicitly granted to you are reserved by CLO.

2.4.3. Feedback. In the course of this Agreement, you may provide comments, suggestions, and recommendations to CLO with respect to the Services (including, without limitation, comments, suggestions, and recommendations with respect to modifications, enhancements, improvements, and other changes to the Services) (collectively, “Feedback”). In such an event, CLO may freely use and exploit any such Feedback without any obligation to you, unless otherwise agreed upon by the parties in writing. You hereby assign to CLO any proprietary right that you may have in or to any modification, enhancement, improvement, or change in or to the Services based upon any Feedback from you.

2.5. ACCEPTABLE USE POLICY (“AUP”)

2.5.1. You will comply with all laws and regulations applicable to your use of and access to the Services.

2.5.2. You will ensure that your use of the Services, including all access to and use of your data by End Users, complies with this Agreement (including our Acceptable Use Policy), and with any of its applicable contract terms or policies, including any employment contracts or employer’s policies regarding technology usage, security, or confidentiality. You will promptly notify CLO of any unauthorized use of, or access to, the Services of which you become aware.

2.5.3. You acknowledge that the Services and any other materials furnished to you by CLO include valuable proprietary rights, intellectual property rights, and Confidential Information of CLO. You will take commercially reasonable steps for the protection of each of the foregoing.

2.5.4. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 18. The Services may not be used on a service bureau or time-sharing basis or their functional equivalent (e.g. multi-session RDP), without the express written authorization of CLO. You will take commercially reasonable steps for the protection of each of the foregoing.

2.5.5. Without limitation, you will use commercially reasonable efforts to prevent any other unauthorized use, including any use, possession, knowledge, viewing, inspection, examination, recording, copying, disclosure, or other activity involving any of the Services that is not expressly authorized under this Agreement.

2.5.6. In the event of any unauthorized use by any third party that obtained access to the Services directly or indirectly through you, you will take all steps commercially reasonable and necessary to terminate such unauthorized use.

2.5.7. You will provide CLO such cooperation and assistance related to any such unauthorized use as CLO may reasonably request.

2.5.8. Unauthorized Activities. You agree not to use the Services to:

2.5.8.1. Sell, resell, or lease the Services;

2.5.8.2. Advertise or promote a commercial product or service that is not approved by CLO;

2.5.8.3. Store or transmit any file containing: (i) unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable material of any kind or nature; (ii) any material that encourages conduct that could constitute a criminal offense; or (iii) any code or material that violates the intellectual property rights or rights to publicity or privacy of others;

2.5.8.4. Transmit any material that contains software viruses or other harmful or deleterious computer code, files, or programs such as trojan horses, worms, time bombs, or cancelbots;

2.5.8.5. Interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks intentionally;

2.5.8.6. Access or attempt access to CLO’s other accounts, computer systems, or networks not covered by this Agreement, through password mining or any other means;

2.5.8.7. Harass or interfere with another user’s full use and enjoyment of the Services;

2.5.8.8. Send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

2.5.8.9. Cause, in CLO’s mutual discretion, inordinate burden on CLO’s system resources (i.e. bandwidth) in a way that materially affects others’ ability to use the Services;

2.5.8.10. Use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury;

2.5.8.11. Reverse engineer the Services, or attempt or assist anyone else to do so, unless this restriction is prohibited by law;

2.5.8.12. Use the Services, including the export or re-export of your data, in violation of Export Control Laws;

2.5.8.13. Allow anyone under the age of 18 to use the Services as an End User;

2.5.8.14. Violate or circumvent any service limits of the Services or otherwise configure the Services to avoid service limits;

2.5.8.15. Utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used, provided, or made available by CLO in connection with the Services for managing, monitoring, or controlling access to the Services;

2.5.8.16. Use, copy, or modify, in a manner not explicitly authorized by this Agreement; or

2.5.8.17. Reverse engineer, disassemble, or decompile the Services or attempt to derive the source code of the Services.

2.5.9. Data Scraping is Expressly Prohibited. You agree not to copy, collect, or extract any data, content, or any information from our websites via harvesting bots, robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g. by hand) for any purpose.

2.6. User Content and Data.

2.6.1. Personal Data. Any data processed by or through the Services and qualifies as personally identifiable information or personal data under applicable law (“Personal Data”) will be processed in accordance with such applicable law, our Privacy Policy, and this Section 2.6 on the lawful bases of Consent (e.g. your acceptance of our Privacy Policy), Legitimate Interest (i.e. to ensure security and to ensure your compliance with this Agreement), and/or Performance of Contract (i.e. to deliver the Services as set forth in this Agreement). In the event of any disparity between this Section 6 and any other term with respect to the subject matter hereof, this Section 6 shall control.

2.6.2. User Content. “User Content” means electronic data—including any text, data, information, images, files, and other content and data—uploaded, stored, shared, retrieved, or processed by you in any of your respective Admin Account or End User Accounts in using the Services.

2.6.2.1. Private User Content: All User Content will be presumed to be, and treated as, Private User Content, except for any Public User Content defined in Section 2.6.2.2. Subject only to Section 2.6.2.6 (entitled, “Raw Data and Derived Data”):

2.6.2.1.1. We do not claim ownership in any of your Private User Content.

2.6.2.1.2. You retain ownership of any intellectual property rights that you hold in such Private User Content.

2.6.2.1.3. You control who can access your Private User Content as described in Section 2 (entitled, “Administration of the CLO-SET Service”).

2.6.2.1.4. We will not change Private User Content into Public User Content; only you or an End User with the appropriate access-levels can do so by Publicizing such content.

2.6.2.1.5. Unless we obtain your prior written consent, we will not use your Private User Content for marketing or promotional campaigns.

2.6.2.2. Public User Content refers to any User Content that you or an authorized End User elects to make available to the public (A) by uploading said User Content to the CONNECT Store or CLO-SET CONNECT, (B) by enabling the Embed Feature on publicly available platforms for said User Content, (C) via other public-facing CLO-SET functionalities that may be developed by CLO from time to time or (D) by some other affirmative act of public disclosure (collectively, “Publicize”). You acknowledge and agree that if you elect to Publicize your User Content, CLO, other users, and/or the public will have rightful access to such User Content. This Section 2.6.2.2 of this GALA incorporates by reference Section 8 of the Terms.

2.6.3. Ownership and Rights Granted. You represent and warrant that you own or have the necessary rights (intellectual property rights or otherwise) in and to any and all content that you store or transmit through the Services. You retain ownership rights in your User Content, except as provided in Section 2.6.2.4 (entitled, “License to CLO for Private User Content”), Section 2.6.2.5 (entitled, “License to CLO for Public User Content”) and 2.6.2.6 (entitled, “Raw Data and Derived Data”). For Public User Content only, you are also required to grant certain other rights to CLO and to other users, as described below in Sections 2.6.2.5 and Section 2.6.2.7 (entitled, “License to Other Users for Public User Content”) of this GALA, and Section 8 of the Terms, as applicable.

2.6.4. License to CLO for Private User Content. You hereby grant CLO the right to transmit, use, store, disclose, or process Private User Content to the extent necessary to (A) provide the Services to you—or (B) to comply with any compelled request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law (collectively, “Third Party Requests”); provided that CLO must notify you of CLO’s exercise of its rights under this Section 2.6.2.4(B) in each instance.

2.6.5. License to CLO for Public User Content. You hereby grant to CLO a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use Public User Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Services and CLO’s (and its successors’ and affiliates’) business, including for the purpose of promoting the Services and any related value-added services that may be developed by CLO from time to time. This Section 2.6.2.5 incorporates by reference Section 8 of the Terms. For clarity, CLO will acquire ownership rights over any such derivative works and these ownership rights shall survive termination of the license that is the subject of this Section 2.6.2.5

2.6.6. Raw Data and Derived Data

2.6.6.1. “Raw Data” means (A) data relating to your use of the Services and (B) your User Content--including both Private User Content and Public User Content. Raw Data belongs to you.

2.6.6.2. “Derived Data” means (A) any new anonymized information or derivative works generated through analysis and/or other processing of Raw Data and (B) any anonymized information generated through monitoring or other observation of your use of the Services. Derived Data belongs to us. For clarity, we own all proprietary and intellectual property rights to Derived Data. Such ownership rights shall survive termination or expiration of this Agreement and/or any licenses issued hereunder.

2.6.6.3. You hereby grant CLO and its affiliates a worldwide, non-exclusive, royalty-free license to collect, process, modify, arrange, aggregate, and analyze your Raw Data, and to make Commercial Use of Raw Data provided that it is aggregated.

2.6.6.4. “Commercial Use” means use for the purposes of our commercial exploitation, including, without limitation, trend analysis, creation of new products or services, and/or improving the Services.

2.6.6.5. Notwithstanding any other provision of this GALA, nothing in this Section 2.6.6 or this GALA is intended to abridge any of your rights to your personal data or personally identifiable information under applicable laws and/or regulations. Should you have any questions, concerns, or requests, please contact privacy@clo-set.com.

2.6.7. License to Other Users for Public User Content. You grant other users of the Services a worldwide, non-exclusive, royalty-free license to access Public User Content through the CONNECT Store, CLO-SET CONNECT, Embed Function, or similar public-facing functionality as may be developed by CLO from time to time, and to use that Public User Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as the Marketplace, CONNECT, or the Embed Feature). For clarity, this license does not grant any rights or permission for a user to make use of Public User Content independent of the Services.

2.6.8. Removing User Content. You may remove User Content from the Services at any time—except that any content that becomes Public User Content will remain Public User Content. You also have the option to make a copy of your User Content before removing it. You must remove your User Content if you no longer have the rights required by these terms.

2.6.9. Your Data Sharing. The CLO-SET Service is designed to enable End Users within a Group to share User Content only within the Group itself, unless any such End User elects to Publicize such User Content. Depending on the access level they have received from you through your Group Admin per the RBAC system referenced above, recipients of your User Content may access, view, download, and share such User Content, including in and through their own CLO-SET accounts. You understand that:

2.6.9.1. It is solely your choice to so share your User Content;

2.6.9.2. CLO cannot control third parties with whom you have shared your User Content; and

2.6.9.3. You are solely responsible for your use of the Services, including any sharing of your User Content through or outside the Services—including by means unauthorized by CLO--that may result in disclosure of your User Content to other users, other third parties, or the public.

2.6.10. Account Information and User Content. CLO does not own any User Content that you store in your End User Accounts, and takes no responsibility whatsoever for the contents of your accounts. You shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and copyright of all User Content stored in your accounts. CLO may access your accounts, solely to respond to service or technical problems or at your request, or as required by law. CLO shall not be responsible or liable for your action such as deletion, correction, destruction, damage, loss of, or failure to store, any User Content.

2.6.11. Data Limitations. Except as otherwise provided in this Section 2.6, CLO and its subcontractors will only access, use, store, and otherwise process your data to deliver the Services and to fulfill CLO’s obligations in this Agreement.

2.7. Security.

2.7.1. Security Measures. To ensure the security, confidentiality, and integrity of Customer Data, CLO will use industry standard technical and organizational security measures to transfer, store, and process Customer Data that, at a minimum, will comply with the Security Measures set forth herein. Specifically:

2.7.1.1. Physical and Network Security. CLO-SET will host service data in Microsoft Azure (“Azure”) data centers that have been certified by ISO 27001, PCI/DSS Service Provider Level 1, FedRAMP, HIPAA, SOC 1 Compliance and SOC 2 Compliance.

2.7.1.2. Monitoring. All Production Network systems, networked devices, and circuits are constantly monitored and logically administered by CLO-SET Staff. Physical security, power, and internet connectivity are monitored by Azure.

2.7.1.3. Security Center. Azure Security Center provides a security management system that manages the security of Customer Data with continuous assessment with secure score. Further detailed security measures could be found at https://docs.microsoft.com/en-us/azure/security-center/security-center-introduction.

2.7.1.4. Location. CLO-SET leverages a Microsoft Azure(“Azure”) data center in the United States. On May 25, 2018, Azure incorporated the Microsoft Product and Services Data Protection Addendum into its Microsoft Product and Services Data Protection Addendum(“ Microsoft DPA”) into Microsoft Customer Agreement(“MCA”).

2.7.1.5. Protection. The CLO-SET network is protected by the use of key Azure security services, integration with Cloudflare edge protection networks, regular audits, and network intelligence technologies that monitor and/or block malicious traffic and network attacks. See https://www.cloudflare.com/security/ for more information about Cloudflare CDN Security.

2.7.1.6. DDos Mitigation. CLO-SET has architected a multi-layer approach to DDoS mitigation. Its core technology partnership with Cloudflare provides network edge defenses.

2.7.1.7. Encryption. CLO-SET encrypts all communications on the platform via industry best practices such as HTTPS and Transport Layer Security (TLS) 1.2 over public networks. Enterprise Customers of CLO-SET benefit from the protections of encryption at rest for their data. Service Data (database and files) is encrypted at rest in Azure using AES 256 key encryption.

2.7.1.8. Security Incident Response. In the case of a system alert, CLO-SET escalates events to its security team that covers operations, network engineering, and security. CLO-SET employees are well-trained with security incident response processes, including communication channels and escalation paths.

2.7.1.9. Logical Access. The CLO-SET Production Network restricts its access by an explicit need-to-know basis and utilizes least privilege. In addition, the CLO-SET Production Network is frequently audited and monitored, and it is controlled by CLO’s Security Team. The CLO-SET Production Network also requires CLO employees to use multiple factors of authentication when accessing the network.

2.7.2. Email Service. CLO-SET will apply Amazon Simple Email Service (“Amazon SES”) to support email communications. Amazon SES has certification for compliance with ISO/IEC 27001:2013, 27017:2015, 27018:2019, 27701:2019, 9001:2015, and CSA STAR CCM v3.0.1.

2.7.2.1. Encryption. CLO-SET encrypts all communications on the platform via industry best practices such as HTTPS and Transport Layer Security (TLS) 1.2 over public networks. Customers of CLO-SET benefit from the protections of encryption at rest for their data. Service Data (database and files) is encrypted at rest in AWS using AES 256 key encryption.

2.7.3. Application Security. CLO-SET will follow a strict system to securely develop and test against security threats and ensure the safety of your data. CLO-SET will employ a third-party security company to perform detailed penetration tests on different applications.

2.7.3.1. Security Training. CLO-SET requires all engineers to participate in security training operated by the government of South Korea at least once a year.

2.7.3.2. QA. CLO-SET’s Quality Assurance (QA) department reviews and tests the codebase. Dedicated application security engineers on staff identify, test, and triage security vulnerabilities in code.

2.7.3.3. Separate Environments. Testing and Staging environments are physically separated from the Production environment. No actual Service Data is used in the development or test environments.

2.7.3.3.1. Third-Party Penetration Tests. Every year, CLO-SET employs third-party security experts to perform a broad penetration test. Learn more about the third-party security company CLO uses at https://theori.io/about/.

2.7.3.4. Product Security. All communications on CLO-SET servers are encrypted using the industry-standard HTTPS over public networks, securing the traffic between Enterprise Customers and CLO-SET.

2.7.3.4.1. Role-Based Access Control (“RBAC’). RBAC defines granular access privileges and governs access to data within CLO-SET.

2.7.3.4.2. API Security & Authentication. CLO-SET API is Transport Layer Security (TLS)-only. Eligible customers of the Services can authorize against the API using a username and API token.

2.7.3.4.3. Transmission Security. Transport Layer Security (TLS) encrypts and delivers email securely, mitigating eavesdropping between mail servers where peer services support this protocol. CLO-SET encrypts all communications with its UI and API, using industry-standard HTTPS/TLS over public networks, which ensures the security of all traffic in transit between you and CLO-SET.

2.7.3.5. Security Measures Updates. CLO may update the Security Measures from time to time. CLO will provide you with prior notice via email if CLO updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole.

2.7.4. Disclaimer. Notwithstanding our extensive Security Measures, you use the Service at your own risk. We implement the above-mentioned technical, administrative, and organizational measures to protect your data both online and offline from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or e-mail transmission is ever fully secure or error free. In particular, e-mail sent to or from us may not be secure. Therefore, you should take special care in deciding what information you send to us via the Services or e-mail. Please keep this in mind when disclosing any data to us via the Internet. In addition, we are not responsible for circumvention of any privacy settings or security measures contained on the Services, or third-party websites. Finally, we cannot control the actions of users on the platform, who may seek to use third party apps or devices to record, store, or share content or communication without other users’ prior consent. Please keep this in mind when using the Services.

2.8. Audit Rights

2.8.1. From time to time, after ten (10) days’ prior notice to you, CLO may audit your authorized and relevant locations, records, and personnel to assess whether you are in compliance with this Agreement. As part of any such audit, you agree to provide CLO reasonable access to your authorized and relevant locations, records, and personnel.

2.8.2. In the event that any such audit reveals any use or access that is not in compliance with this Agreement, you will within five (5) business days comply with this Agreement and make any additional payment as necessary to come into compliance according to the payment terms of this Agreement.

2.8.3. If the Audit reveals any material breach of this Agreement or an underpayment of 5% or greater than the amount owing for the audited period, you will promptly reimburse CLO for CLO’s commercially reasonable and necessary costs of conducting such audit.

2.8.4. In addition to such payment rights, CLO reserves the right to seek any other remedies available at law or in equity, whether under this Agreement or otherwise.

2.9. Third-Party Apps and Integrations

2.9.1. If you use any third-party service or applications in combination with the CLO-SET Service: (a) CLO will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of your data; and (b) CLO does not warrant or support any service provided by the third-party.

2.9.2. You will comply with any API limits associated with the CLO-SET Service Subscription Plan purchased by you.

2.9.3. For the purposes of this section, “Third-Party Apps and Integrations” means any applications not developed or co-developed by CLO.

2.10. Term, Termination, and Suspension

2.10.1. Term and Termination. This Agreement is in effect for as long as you access or use our Services in any way (“Term”). Your right to use our Services are effective through the end of the applicable Subscription Plan or Measurement 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. 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).

2.10.2. Survival. In the event of expiration or termination of your account, the representations made by you in this Agreement, and the obligations of each party, which by their terms or by their nature would continue beyond the termination or expiration of this Agreement—including without limitation the Sections 2.6.2.4, 2.6.2.5, and 2.6.2.6, Section 2.10.2, and Sections 2.11 through 2.15—shall survive such expiration or termination.

2.10.3. Post-Termination Obligations. Upon termination of this Agreement for any reason: (a) any and all liabilities accrued prior to the effective date of the termination will survive; and (b) you will, within thirty (30) days of such termination, destroy all copies of the Services and the Confidential Information of CLO, including any documentation in written or electronic form, any recordings or copies, and any software stored on servers or other systems.

2.10.4. Suspension.

2.10.4.1. Limitations on Services Suspension. CLO may suspend the Services or your CLO-SET Account, your Group Admin Account, the applicable Admin Account, and/or your Group Account, as described in Sections 2.10.4.2 (AUP Breaches) and 2.10.4.3 (Emergency Suspension). Any suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.

2.10.4.2. AUP Breaches. If CLO becomes aware that your use of the Services breaches the AUP, CLO will request that you correct the breach, although we reserve the right for immediate suspension if the breach in question in exigent circumstances involving AUP breaches alone. If you fail to correct such breach within three (3) business days of such request, or if CLO is otherwise required by law to take action, then CLO may suspend your access to the Services, your CLO-SET Account, your Group Admin Account, the applicable Admin Account, and/or your Group Account.

2.10.4.3. Emergency Suspension. CLO may immediately suspend your use of the Services or the applicable Admin Account or End User Account if: (a) there is an Emergency Security issue, or (b) CLO is required to suspend such use to comply with applicable law. At your request, unless prohibited by law, CLO will notify you of the basis for the suspension as soon as is reasonably possible. For suspensions of End User Accounts, CLO will provide your Group Admin with the ability to restore End User Accounts in certain circumstances.

2.11. DISCLAIMERS

2.11.1. 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, (i) THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICES; OR (iii) AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH OUR SERVICES.

2.11.2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OUR SERVICES IS AT YOUR SOLE RISK. CLO WILL HAVE NO LIABILITY WHATSOEVER AS A RESULT OF LOSS OR DAMAGE TO CONTENT, OR FAILURE TO STORE OR ENCRYPT CONTENT. OUR SERVICES AND ANY CONTENT APPEARING ON OUR SERVICES, INCLUDING USER CONTENT, 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. 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.

2.12. LIMITATION OF LIABILITY

2.12.1. 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.

2.12.2. 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 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.

2.12.3. 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.

2.12.4. 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.

2.12.5. 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.

2.13. Indemnification

2.13.1. 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 in violation of this Agreement 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.

2.13.2. You also agree to defend CLO against any third-party claim that your User Content, or your use of the Services in breach of this Agreement, infringes a U.S. patent, trademark, or copyright of a third-party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of CLO’s actions) or violates applicable law.

2.13.3. You agree to indemnify CLO for any resulting costs and damages finally awarded against CLO to such third party by a court of competent jurisdiction or agreed to in settlement.

2.14. Equitable Remedies

2.14.1. 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.

2.14.2. 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).

2.15. General Conditions

2.15.1. CLO and affiliates. You acknowledge and agree that CLO may arrange to have its affiliates engage in activities in connection with this Agreement, provided that CLO (and not such affiliates) will remain subject to the obligations under this Agreement.

2.15.2. DISPUTES.

2.15.2.1. You agree to act in good faith with respect to this Agreement and any dispute that may arise related hereto.

2.15.2.2. You are contracting with CLO Virtual Fashion, LLC located at 16 E 34 th Street, 18 th Floor, New York, NY 10016 USA.

2.15.2.3. The laws of the State of New York, USA govern the interpretation of this Agreement and apply to claims for breach of this Agreement, regardless of conflict of laws principles.

2.15.2.4. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

2.15.2.5. 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.

2.15.2.6. 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 this Agreement.

2.15.2.7. Any claim or cause of action arising out of or related to use of our Services or this Agreement must be filed within one (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 one (1) year period, such claim or cause of action are forever barred.

2.15.2.8. 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.

2.15.2.9. 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.

2.15.3. SEVERABILITY. The provisions of these Agreement are intended to be severable. If for any reason any provision of these 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.

2.15.4. ENFORCEABILITY, ENTIRE AGREEMENT & NON-WAIVER. This Agreement are deemed accepted upon any use of our Services. These Agreement and any additional Agreement 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 Agreement shall not operate as a waiver of such right or provision. The section titles in these Agreement are for convenience only and have no legal or contractual effect.

2.15.5. ASSIGNMENT. 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 Agreement to any person or entity without your consent.

2.15.6. CONTRACTUAL RELATIONSHIP. The parties are entering into this Agreement as independent contracting parties. Neither party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership liability upon any party.

2.15.7. 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.

2.15.8. TECHNICAL & CUSTOMER SUPPORT. Subject to the other provisions of these Agreement, 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 Agreement generally. To reach our customer support team, please email us at hello@clo-set.com.

2.15.9. ELECTRONIC COMMUNICATIONS When you use the 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 the 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.

2.15.10. NOTICES. 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 this Agreement must be in a writing signed by an authorized representative of you and emailed as an attachment to legal@clo3d.com, unless we have agreed in a separate agreement with you to a different method of notifying us.

3. CLO-SET END USER LICENSE AGREEMENT (“EULA”)

3.1. Introduction. This CLO-SET End User License Agreement (“EULA”) is between CLO and you, if you are accessing CLO-SET for any purpose or in any capacity other than the following: (A) on behalf of a Legal Entity as the Group Admin for such Legal Entity’s Group Account; (B) on behalf of such Legal Entity for the purposes of setting up such Group Admin; or (C) for the purpose of paying for, or otherwise administering such Legal Entity’s Group Account. This EULA is a binding legal agreement that governs your rights and obligations related to your use of CLO-SET. This EULA is part of the CLO-SET Terms of Service (“Terms”). If you accept or agree to this Agreement on behalf of a company, organization, or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to this Agreement, and in such event, “you” and “your” will refer and apply to that Legal Entity. This EULA incorporates by reference the terms and conditions of the Terms. Unless otherwise defined herein, capitalized words or other words used in this EULA have the meaning set forth in the Terms. In the event of any conflict between the Terms and this EULA, this EULA shall supersede and control.

3.2. Licenses

3.2.1. License Grant. During the Term of this EULA, subject to and conditioned upon your continuous compliance with this Agreement, CLO hereby grants you, for the limited duration of the applicable Subscription Term, a nonexclusive, non-sublicensable, nontransferable, non-perpetual, limited license to use the Services solely (A) for your own internal business purposes (and not for lease, license, or resale) and/or (B) for the internal business purposes of the Legal Entity whose Group Account you have been granted access to.

3.2.2. Reserved Rights. Except as expressly stated in this EULA, this EULA does not grant you any other licenses or rights, implied or otherwise, to CLO’s content, intellectual property rights, or proprietary rights.

3.2.2.1. As between you and CLO, CLO retains all right, title, and interest in and to the Services and any software and other items used to provide the Services. The Services, its feature, and functionality are owned by CLO, its licensors, other providers of such material and is protected by copyright and other laws and international treaty provisions.

3.2.2.2. As between you and CLO, you or your licensors own all the right, title, and interest in and to the User Content--except as otherwise provided in Section 3.4 of this EULA and except any content that CLO has licensed to you.

3.2.2.3. Except for the licenses explicitly granted under this EULA, this EULA does not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title, or interest in the Services, ownership of which is retained by CLO and its suppliers, as applicable. Any updates to the Services are also governed by this EULA.

3.2.2.4. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to this EULA or any transaction contemplated by this EULA.

3.2.2.5. All rights not explicitly granted to you are reserved by CLO.

3.2.3. Feedback. In the course of this EULA, you may provide comments, suggestions, and recommendations to CLO with respect to the Services (including, without limitation, comments, suggestions, and recommendations with respect to modifications, enhancements, improvements, and other changes to the Services) (collectively, “Feedback”). In such an event, CLO may freely use and exploit any such Feedback without any obligation to you, unless otherwise agreed upon by the parties in writing. You hereby assign to CLO any proprietary right that you may have in or to any modification, enhancement, improvement, or change in or to the Services based upon any Feedback from you.

3.3. ACCEPTABLE USE POLICY (“AUP”)

3.3.1. You will comply with all laws and regulations applicable to your use of and access to the Services.

3.3.2. You will ensure that your use of the Services complies with this EULA (including our Acceptable Use Policy), and with any related and applicable contract terms or policies, including any employment contracts or employer’s policies regarding technology usage, security, or confidentiality. You will promptly notify CLO of any unauthorized use of, or access to, the Services of which you become aware.

3.3.3. You acknowledge that the Services and any other materials furnished to you by CLO include valuable proprietary rights, intellectual property rights, and Confidential Information of CLO. You will take commercially reasonable steps for the protection of each of the foregoing.

3.3.4. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 18. The Services may not be used on a service bureau or time-sharing basis or their functional equivalent (e.g. multi-session RDP), without the express written authorization of CLO.

3.3.5. Without limitation, you will not engage in any unauthorized use, including any use, possession, knowledge, viewing, inspection, examination, recording, copying, disclosure, or other activity involving any of the Services that is not expressly authorized under this EULA.

3.3.6. In the event of any unauthorized use by any third party that obtained access to the Services directly or indirectly through you, you will take all steps commercially reasonable and necessary to terminate such unauthorized use.

3.3.7. You will provide CLO such cooperation and assistance related to any such unauthorized use as CLO may reasonably request.

3.3.8. Unauthorized Activities. You agree not to use the Services to:

3.3.8.1. Sell, resell, or lease the Services;

3.3.8.2. Advertise or promote a commercial product or service that is not approved by CLO;

3.3.8.3. Store or transmit any file containing: (i) unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable material of any kind or nature; (ii) any material that encourages conduct that could constitute a criminal offense; or (iii) any code or material that violates the intellectual property rights or rights to publicity or privacy of others;

3.3.8.4. Transmit any material that contains software viruses or other harmful or deleterious computer code, files, or programs such as trojan horses, worms, time bombs, or cancelbots;

3.3.8.5. Interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks intentionally;

3.3.8.6. Access or attempt access to CLO’s other accounts, computer systems, or networks not covered by this Agreement, through password mining or any other means;

3.3.8.7. Harass or interfere with another user’s full use and enjoyment of the Services;

3.3.8.8. Send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

3.3.8.9. Cause, in CLO’s mutual discretion, inordinate burden on CLO’s system resources (i.e. bandwidth) in a way that materially affects others’ ability to use the Services;

3.3.8.10. Use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury;

3.3.8.11. Reverse engineer the Services, or attempt or assist anyone else to do so, unless this restriction is prohibited by law;

3.3.8.12. Use the Services, including the export or re-export of your data, in violation of Export Control Laws;

3.3.8.13. Allow anyone under the age of 18 to use the Services as an End User;

3.3.8.14. Violate or circumvent any service limits of the Services or otherwise configure the Services to avoid service limits;

3.3.8.15. Utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used, provided, or made available by CLO in connection with the Services for managing, monitoring, or controlling access to the Services;

3.3.8.16. Use, copy, or modify, in a manner not explicitly authorized by this EULA; or

3.3.8.17. Reverse engineer, disassemble, or decompile the Services or attempt to derive the source code of the Services.

3.3.9. Data Scraping is Expressly Prohibited. You agree not to copy, collect, or extract any data, content, or any information from our websites via harvesting bots, robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g. by hand) for any purpose.

3.4. User Content and Data.

3.4.1. Personal Data. Any data processed by or through the Services and qualifies as personally identifiable information or personal data under applicable law (“Personal Data”) will be processed in accordance with such applicable law, our Privacy Policy, and this Section 3.4 on the lawful bases of Consent (e.g. your acceptance of our Privacy Policy), Legitimate Interest (i.e. to ensure security and to ensure your compliance with this EULA), and/or Performance of Contract (i.e. to deliver the Services as set forth in this EULA). In the event of any disparity between this Section 3.4 and any other term with respect to the subject matter hereof, this Section 3.4 shall control.

3.4.2. User Content. “User Content” means electronic data—including any text, data, information, images, files, and other content and data—uploaded, stored, shared, retrieved, or processed by you in any of your accounts in using the Services.

3.4.2.1. Private User Content: All User Content will be presumed to be, and treated as, Private User Content, except for any Public User Content defined in Section 3.4.2.2. Subject only to Section 3.6 (entitled, “Raw Data and Derived Data”):

3.4.2.1.1. We do not claim ownership in any of your Private User Content.

3.4.2.1.2. As between you and CLO, you retain ownership of any intellectual property rights that you hold in such Private User Content.

3.4.2.1.3. As between you and CLO, you and the Admins in your Group control who can access your Private User Content.

3.4.2.1.4. We will not change Private User Content into Public User Content; only you or an Admin in your Group with the appropriate access-levels can do so by Publicizing such content.

3.4.2.1.5. Unless we obtain your prior written consent, we will not use your Private User Content for marketing or promotional campaigns.

3.4.2.2. Public User Content refers to any User Content that you elect to make available to the public (A) by uploading said User Content as an Item to the CONNECT Store, (B) by enabling the Embed Feature on publicly available platforms for said User Content, (C) via other public-facing CLO-SET functionalities that may be developed by CLO from time to time or (D) by some other affirmative act of public disclosure (collectively, “Publicize”). You acknowledge and agree that if you elect to Publicize your User Content, CLO, other users, and/or the public will have rightful access to such User Content.

3.4.3. Ownership and Rights Granted. You represent and warrant that you own or have the necessary rights (intellectual property rights or otherwise) in and to any and all content that you store or transmit through the Services. You retain ownership rights in your User Content, except as provided in Section 3.4.4 (entitled, “License to CLO for Private User Content”), Section 3.4.5 (entitled, “License to CLO for Public User Content”) and 3.4.6 (entitled, “Raw Data and Derived Data”). For Public User Content only, you are also required to grant certain other rights to CLO and to other users, as described below in Sections 3.4.5 and Section 3.4.7 (entitled, “License to Other Users for Public User Content”) of this EULA, as applicable.

3.4.4. License to CLO for Private User Content. You hereby grant CLO the right to transmit, use, store, disclose, or process Private User Content to the extent necessary to (A) provide the Services to you—or (B) to comply with any compelled request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law (collectively, “Third Party Requests”); provided that CLO must notify you of CLO’s exercise of its rights under this Section 3.4.4(B) in each instance.

3.4.5. License to CLO for Public User Content. You hereby grant to CLO a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use Public User Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Services and CLO’s (and its successors’ and affiliates’) business, including for the purpose of promoting the Services and any related value-added services that may be developed by CLO from time to time. For clarity, CLO will acquire ownership rights over any such derivative works and these ownership rights shall survive termination of the license that is the subject of this Section 3.4.5

3.4.6. Raw Data and Derived Data

3.4.6.1. “Raw Data” means (A) data relating to your use of the Services and (B) your User Content--including both Private User Content and Public User Content. Raw Data belongs to you.

3.4.6.2. “Derived Data” means (A) any new anonymized information or derivative works generated through analysis and/or other processing of Raw Data and (B) any anonymized information generated through monitoring or other observation of your use of the Services. Derived Data belongs to us. For clarity, we own all proprietary and intellectual property rights to Derived Data. Such ownership rights shall survive termination or expiration of this Agreement and/or any licenses issued hereunder.

3.4.6.3. You hereby grant CLO and its affiliates a worldwide, non-exclusive, royalty-free license to collect, process, modify, arrange, aggregate, and analyze your Raw Data, and to make Commercial Use of Raw Data provided that it is aggregated.

3.4.6.4. “Commercial Use” means use for the purposes of our commercial exploitation, including, without limitation, trend analysis, creation of new products or services, and/or improving the Services.

3.4.6.5. Notwithstanding any other provision of this EULA, nothing in this Section 3.4.6 or this EULA is intended to abridge any of your rights to your Personal Data under applicable laws and/or regulations. Should you have any questions, concerns, or requests, please contact privacy@clo-set.com.

3.4.7. License to Other Users for Public User Content. You grant other users of the Services a worldwide, non-exclusive, royalty-free license to access Public User Content through the CONNECT Store, CLO-SET CONNECT, CLO-SET’s Embed Function, or similar public-facing functionality as may be developed by CLO from time to time, and to use that Public User Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as the CONNECT Store, CONNECT, or the Embed Function). For clarity, this license does not grant any rights or permission for a user to make use of Public User Content independent of the Services.

3.4.8. Removing User Content. You may remove User Content from the Services at any time—except that any content that becomes Public User Content will remain Public User Content. You also have the option to make a copy of your User Content before removing it. You must remove your User Content if you no longer have the rights required by these terms.

3.4.9. Your Data Sharing. The CLO-SET Service is designed to enable End Users within a Group to share User Content only within the Group itself, unless any such End User elects to Publicize such User Content. Depending on the access level they have received from your Group Admin per the RBAC system referenced in the GALA, recipients of your User Content may access, view, download, and share such User Content, including in and through their own CLO-SET accounts.

3.4.10. Account Information and User Content. CLO does not own any User Content that you store in your End User Accounts, and takes no responsibility whatsoever for the contents of your accounts. You shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and copyright of all User Content stored in your accounts. CLO may access your accounts, to respond to service or technical problems or at your request, or as required by law. CLO shall not be responsible or liable for your action such as deletion, correction, destruction, damage, loss of, or failure to store, any User Content.

3.4.11. Data Limitations. Except as otherwise provided in this Section 3.4, CLO and its subcontractors will only access, use, store, and otherwise process your data to deliver the Services and to fulfill CLO’s obligations in this EULA.

3.5. Audit Rights

3.5.1. From time to time, after ten (10) days’ prior notice to you, CLO may audit your authorized and relevant locations, records, and personnel to assess whether you are in compliance with this EULA. As part of any such audit, you agree to provide CLO reasonable access to your authorized and relevant locations, records, and personnel.

3.5.2. In the event that any such audit reveals any use or access that is not in compliance with this EULA, you will within five (5) business days comply with this EULA and make any additional payment as necessary to come into compliance according to the payment terms of these Terms.

3.5.3. If the Audit reveals any material breach of this Agreement or an underpayment of 5% or greater than the amount owing for the audited period, you will promptly reimburse CLO for CLO’s commercially reasonable and necessary costs of conducting such audit.

3.5.4. In addition to such payment rights, CLO reserves the right to seek any other remedies available at law or in equity, whether under this EULA or otherwise.

3.6. Third-Party Apps and Integrations

3.6.1. If you use any third-party service or applications in combination with the CLO-SET Service: (a) CLO will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of your data; and (b) CLO does not warrant or support any service provided by the third-party.

3.6.2. You will comply with any API limits associated with the CLO-SET Service Subscription Plan purchased by you.

3.6.3. For the purposes of this section, “Third-Party Apps and Integrations” means any applications not developed or co-developed by CLO.

3.7. Term, Termination, and Suspension

3.7.1. Term and Termination. This EULA is in effect for as long as you access or use our Services in any way, until you close your CLO-SET Account or we close it (“Term”). 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. 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).

3.7.2. Survival. In the event of termination of your account, the representations made by you in this Agreement, and the obligations of each party, which by their terms or by their nature would continue beyond the termination of this EULA—including without limitation the Sections 3.4.4, 3.4.5, and 3.4.6, Section 3.7.2, and Sections 3.8 through 3.12—shall survive such termination.

3.7.3. Post-Termination Obligations. Upon termination of this EULA for any reason: (a) any and all liabilities accrued prior to the effective date of the termination will survive; and (b) you will, within thirty (30) days of such termination, destroy all copies of the Services and the Confidential Information of CLO, including any documentation in written or electronic form, any recordings or copies, and any software stored on servers or other systems.

3.7.4. Suspension.

3.7.4.1. Limitations on Services Suspension. CLO may suspend your CLO-SET Account and/or access to the Services as described in Sections 3.7.4.2 (AUP Breaches) and 3.7.4.3 (Emergency Suspension). Any suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.

3.7.4.2. AUP Breaches. If CLO becomes aware that your use of the Services breaches the AUP, CLO may immediately suspend your account or request that you correct the breach. If you fail to correct such a breach within three (3) business days of such request, or if CLO is otherwise required by law to take action, then CLO may suspend your CLO-SET Account.

3.7.4.3. Emergency Suspension. CLO may immediately suspend your use of the Services or your CLO-SET Account if: (a) there is an Emergency Security issue, or (b) CLO is required to suspend such use to comply with applicable law. At your request, unless prohibited by law, CLO will notify you of the basis for the suspension as soon as is reasonably possible. For suspensions of End User Accounts, CLO will provide your Group Admin with the ability to restore End User Accounts in certain circumstances.

3.8. DISCLAIMERS

3.8.1. 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, (i) THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICES; OR (iii) AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH OUR SERVICES.

3.8.2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OUR SERVICES IS AT YOUR SOLE RISK. CLO WILL HAVE NO LIABILITY WHATSOEVER AS A RESULT OF LOSS OR DAMAGE TO CONTENT, OR FAILURE TO STORE OR ENCRYPT CONTENT. OUR SERVICES AND ANY CONTENT APPEARING ON OUR SERVICES, INCLUDING USER CONTENT, 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. 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.

3.9. LIMITATION OF LIABILITY

3.9.1. 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.

3.9.2. 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 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.

3.9.3. 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.

3.9.4. 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.

3.9.5. 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.

3.10. Indemnification

3.10.1. 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 in violation of this Agreement 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.

3.10.2. You also agree to defend CLO against any third-party claim that your User Content, or your use of the Services in breach of this Agreement, infringes a U.S. patent, trademark, or copyright of a third-party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of CLO’s actions) or violates applicable law.

3.10.3. You agree to indemnify CLO for any resulting costs and damages finally awarded against CLO to such third party by a court of competent jurisdiction or agreed to in settlement.

3.11. Equitable Remedies

3.11.1. 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.

3.11.2. 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).

3.12. General Conditions

3.12.1. CLO and affiliates. You acknowledge and agree that CLO may arrange to have its affiliates engage in activities in connection with this Agreement, provided that CLO (and not such affiliates) will remain subject to the obligations under this Agreement.

3.12.2. DISPUTES.

3.12.2.1. Class Action Waiver. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to CLO-SET or this EULA. You also agree not to seek to combine any action or arbitration related to CLO-SET or this EULA with any other action or arbitration without the consent of all parties to this EULA and all other actions or arbitrations.

3.12.2.2. You agree to act in good faith with respect to this EULA and any dispute that may arise related hereto.

3.12.2.3. You are contracting with CLO Virtual Fashion, LLC located at 16 E 34 th Street, 18 th Floor, New York, NY 10016 USA.

3.12.2.4. The laws of the State of New York, USA govern the interpretation of this Agreement and apply to claims for breach of this Agreement, regardless of conflict of laws principles.

3.12.2.5. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

3.12.2.6. 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.

3.12.2.7. 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 this Agreement.

3.12.2.8. Any claim or cause of action arising out of or related to use of our Services or this Agreement must be filed within one (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 one (1) year period, such claim or cause of action are forever barred.

3.12.2.9. 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.

3.12.2.10. 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.

3.12.3. SEVERABILITY. The provisions of these Agreement are intended to be severable. If for any reason any provision of these 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.

3.12.4. ENFORCEABILITY, ENTIRE AGREEMENT & NON-WAIVER. This Agreement are deemed accepted upon any use of our Services. These Agreement and any additional Agreement 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 Agreement shall not operate as a waiver of such right or provision. The section titles in these Agreement are for convenience only and have no legal or contractual effect.

3.12.5. ASSIGNMENT. 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 Agreement to any person or entity without your consent.

3.12.6. CONTRACTUAL RELATIONSHIP. The parties are entering into this Agreement as independent contracting parties. Neither party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership liability upon any party.

3.12.7. 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.

3.12.8. TECHNICAL & CUSTOMER SUPPORT. Subject to the other provisions of these Agreement, 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 Agreement generally. To reach our customer support team, please email us at hello@clo-set.com.

3.12.9. ELECTRONIC COMMUNICATIONS When you use the 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 the 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.

3.12.10. NOTICES. 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 this Agreement must be in a writing signed by an authorized representative of you and emailed as an attachment to legal@clo3d.com, unless we have agreed in a separate agreement with you to a different method of notifying us.

4. CONNECT DISPLAY AND DISTRIBUTION AGREEMENT (“CDDA”)

4.1. Introduction. This CONNECT Display and Distribution Agreement (“CDDA”) between CLO and you (in your capacity as Vendor) is a legal document that explains your rights and obligations related to CLO’s resale and distribution of your digital content through CLO’s proprietary online marketplace, called “CONNECT”. This CDDA is part of the CLO-SET Terms of Service (“Terms”). This CDDA incorporates by reference the terms and conditions of the CLO-SET Terms of Service. Unless otherwise defined herein, capitalized words or other words used in this CDDA have the meaning set forth in the Terms. In the event of any conflict between the Terms and this CDDA, this CDDA shall supersede and control.

4.2. How CONNECT Works. Subject to, and as detailed in, the other provisions of this CDDA:

4.2.1. CONNECT operates under an open vendor system that allows you to (A) submit your Items to be Uploaded onto CONNECT and (B) set the Base Price for Licenses (either a Basic License or Extended License) which Customers may purchase to obtain Digital Rights and/or Physical Rights to your Items, as applicable.

4.2.2. Before any Fee-Based Item is Uploaded onto CONNECT, each such Item must pass Inspection by CLO. Free Items and View Only Items do not undergo Inspection but can be Rejected or Blocked upon review pursuant to the requirements of this CDDA.

4.2.3. For the applicable Licenses sold on CONNECT, we pay you the Purchase Amount on a monthly basis (at the end of the calendar month following the calendar month in which the sale was made).

4.2.4. Once you Upload certain Items onto CONNECT, you give us and Customers important licenses and rights to your Items and related data. Be sure to read the rest of this CDDA in detail.

4.3. Definitions

4.3.1. “Acquire” means acquisition of a Free Item via a download from the CONNECT Store or the acquisition of Digital Rights and/or Physical rights to a Fee-Based Item via a License purchased from the CONNECT Store.

4.3.2. “Base Price” means, with respect to Licenses, an amount used to calculate the Purchase Amount applicable to such Licenses. The Base Price for Licenses is determined by you at your discretion. For clarity, the Base Price for the Basic License is the “Basic License Fee”; likewise, the Base Price for the Extended License is the “Extended License Fee”.

4.3.3. “Brand Feature(s)” means any trade name, trademark, service mark, logo, domain name, or other distinctive brand feature of each party, respectively as owned (or licensed) by such party from time to time

4.3.4. “CLO Samples” means, (A) in respect to the CLO3D Software, “CLO Samples” as that capitalized term is defined at https://www.clo3d.com/footer/tos?type=tos (“CLO3D Terms of Service”); and (B) in respect to the MD Software, “CLO Samples” as that capitalized term is defined at https://www.marvelousdesigner.com/terms (“MD Terms of Service”).

4.3.5. “CLO3D Software” means CLO’s proprietary 3D fashion design software and related services CLO makes available for download at https://www.clo3d.com/.

4.3.6. “CLO-SET CONNECT” (or “CONNECT”) means the online marketplace owned and operated by CLO, which permits CLO to distribute and resell to Customers certain Licenses for your Items.

4.3.7. “Customer” means any natural person, company, or other legal entity that will acquire License(s) to your Fee-Based Item(s) via a purchase of such License(s) through CONNECT.

4.3.8. “Creator” means you, in your capacity as a user of CONNECT that Uploads View-Only Items for display on CONNECT or Free Items for distribution on CONNECT; provided that you are a person or entity that (A) has a registered CLO-SET Account; (B) is at least 18 years old (if you are a person); and (C) has the legal authority to enter into this CDDA.

4.3.8.1. Creator Rights Suspension or Termination

4.3.8.1.1. Temporary Suspension. If you violate this CDDA or any of our policies relating to acceptable use of CONNECT, we have the right to suspend your Creator or Uploader rights for sixty (60) days.

4.3.8.1.2. Permanent Suspension. If you violate this CDDA or any policies relating to the acceptable use of CONNECT, we also have the right to permanently suspend your Creator or Uploader rights on CONNECT and remove your Items from CONNECT.

4.3.8.1.3. Voluntary Termination. You have the option to voluntarily terminate your Creator or Uploader rights and remove your Items from CONNECT.

4.3.8.1.4. “Creator rights” means the revocable permission that CLO grants you to act as a Creator on CONNECT.

4.3.9. “Digital Rights” has the meaning set forth in Section 4.5.7.

4.3.10. “Developer Materials” means text, screenshots, videos and other content and information provided by you to CLO and relating to you and/or your Items.

4.3.11. “Item(s)” means (A) “Free Item”, (B) “View Only Item”, and/or (C) “Fee-Based Item” -- that are uploaded to CONNECT through your CLO-SET account or otherwise provided by you to CLO for placement on CONNECT for display (in the case of a View Only Item) and/or distribution or resale (in the case of Free Items or Fee-Based Items) by CLO, as applicable, which content must be approved by CLO first though Inspection.

4.3.12. “License” means either a Basic License or an Extended License as those terms are defined in Section 4.10. For the avoidance of doubt, Basic Licenses and Extended Licenses only pertain to Fee-Based Items.

4.3.13. “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.

4.3.14. “Manual” means any user documentation, user manuals, guidelines, or other explanatory materials that CLO makes available to you through our websites, via email, or otherwise.

4.3.15. “Marvelous Designer Software” means CLO’s proprietary 3D apparel design software and related services CLO makes available for download at https://www.marvelousdesigner.com/

4.3.16. “Modification” (or “Modified”) means, (A) in respect to the CLO3D Software, “Modification” as that capitalized term is defined in the CLO3D Terms of Service; (B) in respect to the MD Software, “Modification” as that capitalized term in the MD Terms of Service; and (C) in respect to Base Items, any change by you (but only to the extent permitted by this CDDA and by the intended functionality and file format of the Base Item in question) to the substance of a Base Item or any change to the substance of the contents of a file containing a Base Item; and/or any new file that contains any part of a Base Item; all of which ensures that the Base Item is not the primary source of value.

4.3.17. “Offer” means to make available for distribution on the CONNECT Store the applicable Licenses to Digital Rights and/or Physical Rights for an Item.

4.3.18. “Party” or “parties” means CLO and/or you.

4.3.19. “Payment Processor” means any party authorized by CLO to provide payment processing services for payments from Customers to CLO or payments made from CLO to you for Items distributed via CONNECT. Payment Process includes, without limitation, Paypal.

4.3.20. “Physical Rights” has the meaning set forth in Section 4.5.8.

4.3.21. “Prohibited License” means any license to software, content, or other materials with terms that include a requirement, as a condition of use, modification, or distribution of such materials, that such materials or other software incorporated into, derived from, or distributed with such materials be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no or minimal charge or only for non-commercial purposes.

4.3.22. “Purchase Amount” means, with respect to the Licenses sold by CLO to a Customer, and for which CLO has received payment that is not refunded to the Customer, seventy percent (70%) of the Base Price established by you for such Licenses.

4.3.23. “Taxes” means all federal, state, local and other taxes related to this Agreement or the sale of Licenses on the CONNECT Store, excluding taxes based on Vendor’s net income.

4.3.24. “Upload” means uploading an Item onto CONNECT for the purposes of (A) displaying a View Only Item or (B) making a Free Item or Fee-Based Item available for distribution or resale by CLO.

4.3.25. “Vendor” (or “Seller”) means you, in your capacity as a user of CONNECT that Uploads Fee-Based Items for resale through CONNECT via Licenses; provided that you are a person or entity that (A) has a registered CLO-SET Account; (B) is at least 18 years old (if you are a person); (C) has the legal authority to enter into this CDDA; (D) has a verifiable account registered with a payment service provider; and (E) has been approved by CLO as a Vendor and registered as such pursuant to Section 4.4.

4.3.25.1. Vendor Rights Suspension or Termination

4.3.25.1.1. Temporary Suspension. If you violate this CDDA or any of our policies relating to acceptable use of CONNECT, we have the right to suspend your ability to sell for sixty (60) days.

4.3.25.1.2. Permanent Suspension. If you violate this CDDA or any policies relating to the acceptable use of CONNECT, we also have the right to permanently suspend your Vendor rights on CONNECT and remove your Items from CONNECT.

4.3.25.1.3. “Vendor rights” means the revocable permission that CLO grants you to act as a Vendor on CONNECT.

4.4. Vendor Registration Process. In order to be eligible to apply as a Vendor, you must have uploaded at least five (5) items onto your CLO-SET Portfolio, which must be confirmed by CLO.

4.5. Grant of License to Your Items.

4.5.1. You hereby grant CLO a non-exclusive, worldwide, non-transferable (except as otherwise permitted in this CDDA), non-sublicensable, and royalty-free license to copy, perform, display, distribute, transmit, modify, and use the Item(s):

4.5.1.1. To create, display, and use the Item(s) for administrative and demonstration purposes in connection with the operation, promotion, and marketing of CONNECT itself and in connection with the promotion, marketing, sales, and distribution of the Item(s) via CONNECT; and

4.5.1.2. To distribute and grant Digital Rights and/or Physical Rights in the Item(s) to Customers via CONNECT.

4.5.2. For clarity, CLO shall be under no obligation to distribute the Item(s) via CONNECT or, once distribution has begun, to continue to distribute the Item(s) via CONNECT at any point during the term of this CDDA.

4.5.3. Marketing Purposes. You understand and agree that you are giving us a perpetual, worldwide, irrevocable, royalty-free license to publish, display, and otherwise make full commercial use any of your Items as part of any marketing or promotional materials relating to any of our products or services, including digital shows and social media posts (“Marketing Content”). For clarity, our rights to use such Items as part of any Marketing Content includes the right to (A) place our Brand Features, business name, website names, and/or website addresses onto or as part of images of any such Items and (B) integrate your Items with the various interfaces of our Services.

4.5.4. Other Purposes. You understand and agree that you are giving us a perpetual, worldwide, irrevocable, royalty-free license to distribute your Item to industry technical experts, beta testers, applicable developers, internal testers, for the purposes of ensuring or improving the safety and/or security of our Services.

4.5.5. Research Purposes. For any data relating to your Items sold on CONNECT, you understand and agree that you are giving us a perpetual, worldwide, royalty-free license to use such data in aggregated form for the purposes of statistical analysis and research.

4.5.6. Download and Inspection. For any Item you Upload on to CONNECT, you understand and agree that you are giving us a worldwide, royalty-free license to download, test, and inspect such Items for the purposes of reviewing its compatibility with CONNECT and compliance with other requirements set forth in this Agreement.

4.5.7. Digital Rights. You agree that CLO may grant to Customers a non-exclusive, worldwide, royalty-free (other than the one-time License fee for Fee-Based Items), and perpetual license to download, copy, post, modify, promote, license, publicly perform, publicly display, digitally perform, transmit, or otherwise use the Item(s) for personal, promotional, and/or commercial purposes (“Digital Rights”)--but solely to the extent permitted by this CDDA. You and CLO expressly acknowledge that distribution of the Item(s) to Customers via CONNECT is not a sale of the Item(s), but the grant of Digital Rights to Customers. Such Digital Rights shall be granted pursuant to CLO’s then-current End User License Agreement for CONNECT (“CEULA”). For the avoidance of doubt, nothing in this CDDA permits Customers to download your Items and sell or distribute those Items through any means other than CONNECT.

4.5.8. Physical Rights. If you, as Vendor, Upload an Item and make it available for use in physical form (e.g. by electing the applicable option when Uploading your Item), you agree that CLO may grant to Customers a non-exclusive, worldwide, royalty-free (other than the one-time License fee for Fee-Based Items), and perpetual license to download, use, copy, post, modify, promote, license, sell, publicly perform, publicly display, physically perform, distribute, or transmit the Item(s) for personal, promotion and/or commercial purposes (“Physical Rights”). You and CLO expressly acknowledge that distribution of the Item(s) to Customers via CONNECT is not a sale of the Item(s), but the grant of Physical Rights to Customers. Such Physical Rights shall be granted pursuant to CLO’s then-current EULA.

4.5.8.1. Physical Creations. For clarity, Physical Rights include a license to use your Item to create physical creations such as, but not limited to, 3D printed works, articles of manufacture, and custom garments. (“Creations of Physical Form,” “Physical Production,” or “Physical Creations”).

4.5.8.2. No Depicted Intellectual Property. For additional clarity, Physical Rights do not include the right to reproduce Depicted Intellectual Property in any Physical Creation for any purpose. For example, a Customer may not make Physical Creations of a copyrighted character or branded technology.

4.5.8.3. No Physical Rights for Fabrics, Trims, or Avatars. For the avoidance of doubt, it is not possible to Offer or Acquire on CONNECT any Physical Rights to any Fabrics, Trims, or Avatars. Physical Production of such Items is expressly prohibited. While physical versions of such items may be available for direct sale or acquisition between Vendors and Customers outside of CONNECT, CLO does not redistribute or resell Physical Rights to such Items on CONNECT. In the event a Garment is combined with any Fabrics, Trims, or Avatars and the resulting Modified Item is Offered on CONNECT as otherwise permitted in this Agreement, Physical Rights to any such Modified Item shall be exclusively limited to elements of the Modified Item that are not Fabrics, Trims, or Avatars. In addition, Physical Production is not possible for any Modified Item if it includes a Base Item that is a Garment for which the applicable Vendor has elected to make Physical Rights unavailable on CONNECT.

4.5.9. Item Retention

4.5.9.1. Item Retention Period. You understand and agree that CLO may retain your Items (“Retained Item(s)”) for up to four (4) years beyond the date you either delete the Item off of CONNECT (“Item Deletion Date”) or close your CLO-SET account (“Account Closure Date”). Such four-year period shall be the “Item Retention Period”.

4.5.9.2. Customer Use of Retained Items. During the Item Retention Period, you understand and agree that any Customer who purchased any of your Items prior to the Item Deletion Date or the Account Closure Date may continue to download the Item off the Customer’s account page on CONNECT for two (2) years beyond the purchase date, even if such period extends beyond the Item Deletion Date or your Account Closure Date.

4.5.9.3. CLO’s Use of Retained Items. You understand and agree that you are giving us a perpetual, worldwide, irrevocable, royalty-free license to publish, display, and otherwise make full commercial use any of your Retained Items as part of any marketing or promotional materials relating to any of our products or services, including digital shows and social media posts (“Marketing Content”). For clarity, our rights to use such Retained Items as part of any Marketing Content (A) extends beyond the Item Retention Period and (B) includes the right to place our Brand Features, business name, website names, and/or website addresses onto or as part of images of any such Retained Items.

4.5.10. Use of Data Relating to Items.

4.5.10.1. “Raw Data” means data relating to (A) your use of CONNECT and (B) your Items.

4.5.10.2. “Derived Data” means (A) any new anonymized information or derivative works generated through analysis and/or other processing of Raw Data and (B) any anonymized information generated through monitoring or other observation of your use of CONNECT. Derived Data belongs to us. For clarity, we own all proprietary and intellectual property rights to Derived Data. Such ownership rights shall survive termination or expiration of this CDDA and/or any licenses issued hereunder.

4.5.10.3. You hereby grant CLO and its affiliates a worldwide, non-exclusive, royalty-free, perpetual license to collect, process, modify, arrange, aggregate, and analyze your Raw Data, and to make Commercial Use of Raw Data provided that it is aggregated.

4.5.10.4. “Commercial Use” means use for the purposes of our commercial exploitation, including, without limitation, trend analysis, creation of new products or services, and/or improving the Services.

4.5.10.5. Notwithstanding any other provision of this CDDA, nothing in this Section 4.5.10 or this CDDA is intended to abridge any of your rights to your personal data or personally identifiable information under applicable laws and/or regulations. Should you have any questions, concerns, or requests, please contact privacy@clo-set.com. Any data processed by or through CONNECT and qualifies as personally identifiable information or personal data under applicable law (“Personal Data”) will be processed in accordance with such applicable law, our Privacy Policy, and this Section 4.5.10 on the lawful bases of Consent (e.g. your acceptance of our Privacy Policy and this CDDA), Legitimate Interest (e.g. to ensure security and to ensure your compliance with this CDDA), and/or Performance of Contract (i.e. to deliver the Services as set forth in this CDDA).

4.5.11. Use of Brand Features and Developer Materials

4.5.11.1. Each party shall own all right, title, and interest, including without limitation all intellectual property rights, relating to its own Brand Features. Except to the limited extent expressly provided to CLO in this CDDA, neither party grants, nor shall the other party acquire, any right, title, or interest (including, without limitation, any implied license) in or to any Brand Features of the other party.

4.5.11.2. Subject to the terms and conditions of this CDDA, you grant to CLO a limited, non-exclusive license during the term of this CDDA to use and display your Brand Features and Developer Materials, submitted by you to CLO, including your Brand Features incorporated in your Items, for use in connection with the marketing and distribution of your Items and sales of Licenses through CONNECT, or to otherwise fulfill its obligations or exercise its rights under this CDDA.

4.5.11.3. Nothing in this CDDA gives you a right to use any of CLO’s Brand Features.

4.6. Your Items

4.6.1. Except for the rights granted by you to CLO in this CDDA, CLO expressly acknowledges and agrees that it obtains no other right, title, or interest from you (or your licensors) under this CDDA in or to an Item supplied by you. Once you Delete or remove your Item from CONNECT, or close your CLO-SET account, CLO still stop offering for sale Licenses to your applicable Items through CONNECT; however, CLO may continue to make such Items available for download to Customers who have already purchased Licenses to such Items and CLO retains the applicable rights set forth in Section 4.5.

4.6.2. You represent and warrant that you have all the intellectual property rights necessary for you to grant CLO and applicable Customers the rights set forth in this CDDA, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to you Items. If third-party materials are included in your Items, you represent and warrant that you have the right to distribute the third-party material in the Items. You agree that you will not submit material to CONNECT that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights—unless you are the owner of such rights or have permission from the rightful owner to submit the material to CONNECT.

4.6.3. You represent and warrant that your Items do not contain: (i) any software, content, or other material licensed under a Prohibited License; or (ii) any software, content, or other material that is a modification or derivative of any software, content, or material licensed under a Prohibited License.

4.6.4. You expressly acknowledge and agree that CLO shall be entitled to forward your name, address, and other contact details to any third party that reasonably claims that you do not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to your Items.

4.6.5. During the term of this CDDA you authorize CLO to act as an authorized representative of you to enforce your rights against third parties that CLO knows or suspects are reproducing, distributing, selling, using, or otherwise exploiting unauthorized copies of your Items, whether in violation of this CDDA, the CEULA, your rights, or otherwise. The foregoing authorization is non-exclusive, and CLO shall be under no obligation to pursue enforcement of your rights in the Items. You will reasonably cooperate with and assist CLO in such enforcement activities. Such enforcement activities may include sending cease and desist notices to suspected infringers of your rights in the Items, issuing takedown notices to service providers pursuant to the Digital Millennium Copyright Act, and pursuing such other enforcement actions as CLO may deem appropriate. However, CLO will not file any lawsuit or other formal action against a suspected infringer in a court or with any other governmental authority on behalf of you without first consulting with and obtaining your approval. Unless otherwise agreed by the parties, (i) you will have no obligation to reimburse CLO for its costs and expense incurred in such enforcement activities, and (ii) if CLO recovers any royalties or other damages in connection with such enforcement action on behalf of you, CLO may retain twenty percent (20%) of such amounts, after recoupment of legal costs and expenses, in consideration of its enforcement efforts, and will remit the remainder to you.

4.7. Uploading Policy. You may never Upload any Item that is terroristic, pornographic, dehumanizing, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, malicious, or illegal. You may Upload an Item if and only if:

4.7.1. The Item is 500MB or lower;

4.7.2. The Item does not contain, use or, display any Brand Features of any other natural person or legal entity in a manner not expressly authorized by such person or legal entity;

4.7.3. The Item contains your original work;

4.7.4. For Garment Items, the core elements must primarily consist of patterns produced or designed through the CLO Software or the MD Software;

4.7.5. The Item shall not use any of CLO’s Brand Features--including, without limitation, CLO, MD, or CLO-SET) except to the extent the Item contains, uses, or displays any Modified CLO Samples;

4.7.6. The Item does not market or promote any online marketplace or digital store that is not CONNECT;

4.7.7. The Item consists of the applicable file format(s) set forth in Section 4.8.1.2;

4.7.8. In the case of Attachments, Uploading the Attachment does not exceed the maximum limit of Attachments that can be Uploaded; and

4.7.9. To the extent the Item contains any component that is not your original work, you have the appropriate legal right, license, or permission to Upload, sell, and otherwise use such component.

4.8. Item Types and Related Information

4.8.1. “Item Type” (or “Category”) means Garment, Fabric, Avatar, or Trim.

4.8.2. File Format. In Uploading Items on to CONNECT, you understand that CONNECT only supports certain file formats depending on the Item Type:

4.8.3. Necessary Information. For any Items you want to Upload on CONNECT, you must provide the following information: the name of the item (“Item Name”); the price of the item (“Price” or “Base Price”); a thumbnail picture of the item (“Thumbnail”); and at least one pre-designated categories the Item falls under (“Category”).

4.8.4. Optional Information. For any Items you want to Upload on CONNECT, you may provide the additional information in the Description section, by adding an image through the Add Image function, or by way of the Tag function.

4.9. Inspection. Before any Fee-Based Item is Uploaded onto the CONNECT Store, each such Item must pass Inspection by CLO, pursuant to manuals or other guidelines made available to you on our websites or otherwise. Free Items and View Only Items do not undergo Inspection but can be Rejected or Blocked upon review pursuant to the requirements of this CDDA.

4.9.1. Grounds for Rejection or Block

4.9.1.1. Rejection. We may Reject any of your Items in our sole discretion, for reasons including—but not limited to—the following:

4.9.1.1.1. Violations of Section 4.7 (Uploading Policy) or Section 4.8 (Item Files and Related Information);

4.9.1.1.2. If the Pending Item does not meet our standards of quality;

4.9.1.1.3. In the case of Garments, if the Pending Item does not contain any pattern files that are created through either the CLO3D Software or the MD Software;

4.9.1.1.4. If there is a file compatibility issue; and

4.9.1.1.5. If the Pending Item violates any other provision of this Agreement.

4.9.1.2. Block. We may Block any of your Items in our sole discretion, if the item (A) violates Section 4.7 (Uploading Policy); (B) includes any content for which you do not have the proper license to sell or resell Digital Rights or Physical Rights, as applicable; (C) is the subject of a proper content related or copyright violation request; or (D) includes any content that is criminal, violent, dangerous, or otherwise objectionable, as determined in our sole discretion.

4.9.2. Post-Inspection Edits. Once a Fee-Based Item has been Published, you may not make any changes to the design or price of such Item. If you want to make any changes to the price of any such Item, you must delete or Withdraw the Item and Upload it again with the new price. The only changes you can make to Published Items are changes related to quality control of your Item.

4.9.3. Edits by CLO. You understand and agree that edits may be made to your Fee-Based Items by CLO during Inspection as permitted under this CDDA; provided that you will be notified of any such edits, revisions, or changes.

4.10. Basic Licenses and Extended Licenses. All Items on CONNECT must be made available for sale to Customers under two separate licenses—a Basic License and an Extended License as those capitalized terms defined in this Agreement—each with its own separate pricing and terms and conditions.

4.10.1. Basic License. In order to be eligible to purchase an Item under a Basic License, a Customer must be (A) an individual person (“Individual Customer”), in which case, the only “Authorized User” permitted to access or use the Item in question shall be that individual person; or (B) a Legal Entity with five (5) or less employees (“Entity Customer”), in which case, the only “Authorized User(s)” permitted to access or use the Item in question shall be exclusively limited to the internal employees of such Legal Entity. In no event shall Items purchased under a Basic License be shared with any person or entity other than Authorized User(s).

4.10.2. Extended License. Any Customer that is a Legal Entity with more than five (5) employees must purchase Items under an Extended License. An Item purchased under an Extended License may be accessed or used with (A) employees of such Legal Entity; (B) the personnel of any parent company, affiliate, or subsidiary of such Legal Entity; (C) and any third-party contractors used by any such Legal Entities in connection with a project involving the purchased Item; provided that in any such case, the Item must be used for the Internal Business Needs of the Customer (collectively, “Authorized User”).

4.10.3. If an Entity Customer purchases an Item under a Basic License but subsequently becomes no longer eligible for a Basic License (i.e. if such Customer begins to employ more than five (5) employees), then such Customer must purchase an Extended License in order for any of its employees to access or use the Item in question.

4.11. Base Items; Modified Items; Discounts; External Sales, Direct Sales

4.11.1. General Rules.

4.11.1.1. Under certain circumstances, you may make Modifications to a pre-existing Item (the “Base Item”) and Offer the resulting Item (the “Modified Item”) on the CONNECT Store.

4.11.1.2. If the Base Item was created by you, then you may (A) Modify such Base Item and (B) Offer the Modified Item on the CONNECT Store.

4.11.1.3. If the Base Item was not created by you-- i.e. if it was Acquired from another Vendor--then your ability to (A) Modify such Base Items and/or (B) Offer such Modified Items on the CONNECT Store is expressly subject to the limitations set forth in Section 4.11.2.

4.11.1.4. If the Base Item is a Garment that was created by you, and if you elect to not make it available for Physical Production (i.e. if you elect not to make Physical Rights to such Garment available on CONNECT), then Physical Production shall not be possible for any Modified Item that includes such Garment as its Base Item.

4.11.2. Prohibited Offers; Permitted Offers and Related Pricing Guidelines

4.11.2.1. Garments. For Garments that you Acquire from another Vendor, you may incorporate any such Garment (the “Base Garment”) into your own Garment, and Offer the resulting Modified Item (the “Modified Garment”) on the CONNECT Store; provided that in such event, (A) the Base Price for any Licenses sold for the Modified Garment will include the Base Price of the Base Garment and (B) the Purchase Amount due to you for any such Licenses shall be reduced by the Purchase Amount due to the Vendor from whom you Acquired the Base Garment.

4.11.2.1.1. Stackable Garments. If such Modified Garment is then incorporated into another Garment, then the Modified Garment becomes the Second Base Garment and the new resulting Garment becomes the Second Modified Garment (and so on and so forth). For any Licenses to sold for such resulting Second Modified Garment, (A) the Base Price for any Licenses sold for the Second Modified Garment will include the Base Price of the Base Garment; and (B) the Purchase Amount due to you for any such Licenses shall be reduced by the Purchase Amount due to the Vendor from whom you Acquired the Base Garment (and so on and so forth).

4.11.2.2. Trims. Unless you created the Trim in question, you may not Offer on the CONNECT Store any Trim that you Acquired from another Vendor. However, if you incorporate such a Trim into your own Garment, then you may Offer the resulting Modified Item (the “Modified Garment”) on the CONNECT Store; provided that in such event, (A) the Base Price for any Licenses sold for the Modified Garment will include the Base Price of the underlying Trim (the “Base Item” this case, or the “Base Trim”) and (B) the Purchase Amount due to you for any such Licenses shall be reduced by the Purchase Amount due to the Vendor from whom you Acquired the Base Trim.

4.11.2.3. Fabrics. Unless you created the Fabric in question, you may not Offer on the CONNECT Store any Fabric that you Acquired from another Vendor. However, if you incorporate such a Fabric into your own Garment, then you may Offer the resulting Modified Item (the “Modified Garment”) on the CONNECT Store; provided that in such event, (A) the Base Price for any Licenses sold for the Modified Garment will include the Base Price of the underlying Fabric (the “Base Item” this case, or the “Base Fabric”) and (B) the Purchase Amount due to you for any such Licenses shall be reduced by the Purchase Amount due to the Vendor from whom you Acquired the Base Fabric.

4.11.2.4. Avatars’ Models and/or Bodies (.avt, avte files). Unless you created the.avt, avte file in question, you may not Offer any .avt, avte files that you Acquired from another Vendor. However, even for such Acquired .avt, avte files, you may Offer any .pos or .zacs files derived from such .avt, avte files; provided that in such event, the Base Price and Purchase Amount for the Item or project file you Offer shall be calculated in accordance with this CDDA and the Manual.

4.11.2.5. Avatars’ Hair and/or Shoes (.zacs). Unless you created the..zacs file in question, you may not Offer any .zacs files that you Acquired from another Vendor.

4.11.3. Promotional Discounts.

4.11.3.1. General Promotions by CLO. In our discretion, we have the right to apply a site-wide, across-the-board promotional discount for all Licenses to any Items posted on CONNECT (“General Promotions”), at least three (3) times per every twelve (12) month period. The rate of such a promotional discount may be as low as ten (10) percent and as high as fifty (50) percent. The maximum duration of each such promotional period shall be one (1) week.

4.11.3.2. Specific Promotions by CLO. In addition to General Promotions, we also have the right to offer theme-based promotional discount for Licenses to certain Items posted on CONNECT that fall under the applicable category or theme (“Specific Promotions” or “Theme-based Promotions”), at most six (6) times per every twelve (12) month period. The rate of such a promotional discount may be as low as five (5) percent and as high as twenty (20) percent. The maximum duration of each such promotional period shall be one (1) week.

4.11.3.3. Revenue Sharing and Payment Processing (for Promotional Discounts). For any Licenses to your Items sold on CONNECT through a Vendor Promotion, General Promotion, or Specific Promotion, the Purchase Amount due to you shall be calculated on the basis of the applicable discounted price as the Base Price.

4.11.3.4. Any provision of this CDDA pertaining to promotional discounts or revenue sharing may be modified with advance notice to you.

4.11.4. External Sales.

4.11.4.1. For any Items for which you purchase a License for on CONNECT, you may not sell or resell any such Licenses or Items on any marketplace (online or offline), website, or any other forum other than CONNECT (“External Marketplace”).

4.11.4.2. For any Licenses you Offer on the CONNECT Store, you may not offer for sale any such License (or the underlying Item) on an External Marketplace (except your own website) in the same file format as it is Offered on the CONNECT Store.

4.11.4.3. For any Licenses you Offer on the CONNECT Store, you may not offer for sale any such License (or the underlying Item) on any website or marketplace owned by you at a price that is lower than the price at which it is Offered on the CONNECT Store.

4.11.4.4. Any violation of any provision of this Section 4.11.4 concerning External Sales shall be grounds for suspension or termination of your CLO-SET account.

4.11.5. No Direct Sale or Distribution. For any of your Items that you Upload or Offer on CONNECT, you understand and agree that you may not sell any Digital Rights to such Items directly to any Customers or otherwise circumvent CONNECT to make any such sales directly with any such Customers. In the event of such a direct sale or circumvention, we reserve the right to suspend or terminate your Vendor Rights in our sole discretion.

4.12. Pricing and Payment

4.12.1. For Licenses to your Items that CLO agrees to sell to a Customer through CONNECT, you understand and agree that CLO, acting as an independent reseller and distributor, will (A) receive payment from Customers who purchase such Licenses, and then (B) pay you the Purchase Amount. You agree that CLO may resell the Licenses either to Customers directly or to any affiliate for purposes of such affiliate’s resale to Customers.

4.12.2. CLO will pay to you the Purchase Amount for Licenses sold by CLO to Customers, less any applicable withholding taxes. CLO will pay such amounts to you on a monthly basis (at the end of the calendar month following the calendar month in which the sale(s) were made) via Payment Processors or electronic funds transfer so long as the total amount due to you is at least $50.00 (fifty dollars); provided that, in no event shall CLO withhold any amounts for longer than one year.

4.12.3. Any payments due to you under this Section 4.12 shall be made through the applicable Payment Processor. If CLO incurs any Automated Clearing House (ACH) or wire transfer fees, bank fees, or other charges to transfer to you the amounts payable to you, CLO reserves the right to deduct such charges from the amounts paid to you. CLO bears no responsibility for any wire transfer fees, bank fees, or other charges incurred by you. All amounts stated in this CDDA are in United States Dollars.

4.12.4. Taxes. You are solely responsible for the payment of any taxes, levies, and VAT or the like that are due on any payments you receive from CLO regardless of which taxing jurisdiction has the authority to collect such taxes, levies, and VAT or the like.

4.12.5. Documents for Payment. In order to facilitate payment, you shall provide CLO with a Form W-9, bank account details, and/or other such forms, account details, and other documents and information as reasonably requested by CLO. You understand that we may provide your information to Payment Processors to facilitate payment of the fees due to you under this CDDA.

4.12.6. Refunds and Cancellations. You understand and agree that, in connection with the sale of Licenses to Customers, and in CLO’s discretion, CLO may issue refunds to Customers. Refunds or cancellations for any purchased Items may also be effectuated if we determine in our sole reasonable discretion that the Item in question violates this CDDA. In addition, in the event a refund is requested by a Payment Processor, you understand and agree that CLO may accommodate such requests in our sole reasonable discretion. Any refunds will be deducted from the calculation of the Purchase Amount. And for the purposes of calculating the Purchase Amount, the amount of any such refunds issued to Customers will be deducted from the Base Price used to calculate the Purchase Amount payable by CLO to you.

4.12.7. Forfeited Payments. If you close your CLO-SET account, you understand and agree that you forfeit any future revenue payment amount that would otherwise be due to you for any Items sold by other Vendors, where such Items incorporate any of your Items as a base item. Any such forfeited amount shall rightfully belong to CLO.

4.12.8. We reserve the right to stop payments if you violate any provision of this CDDA or if we receive complaint(s) regarding your use of the Services that may indicate a violation of this CDDA. In addition, we reserve the right to withhold or redirect to the applicable authority or recipient, the applicable portion of the Purchase Amount pursuant to applicable law or regulation

4.13. Your Representations, Warranties, and Consents.

4.13.1. You represent and warrant that the Developer Materials are truthful, accurate, and do not misrepresent you or the Items, for example, by way of screenshots that do not match the Items or quality of your Items.

4.13.2. You are solely responsible for providing Customer support and maintenance with respect to your Items and any Customer complaints about your Items

4.13.3. You represent and warrant that none of your Items, Brand Features, or Developer Materials:

4.13.3.1. Violates, infringes, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person;

4.13.3.2. Defames any person or violates their rights of publicity or privacy;

4.13.3.3. Is in violation of any contract or terms of service that you have entered into with any third party;

4.13.3.4. Is in violation of any applicable law or regulation;

4.13.3.5. Contains any viruses, adware, spyware, or other malicious content;

4.13.3.6. Interfere with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Customers, CLO, Payment Processors or any network operator; or

4.13.3.7. Otherwise fails to comply with this CDDA, the Uploading Policy, the User Guideline Community Standards, or other standard CLO policies for CONNECT.

4.13.4. You understand and agree that

4.13.4.1. we may suspend or terminate your CLO-SET account and your ability to sell Items through CONNECT if you violate this CDDA;

4.13.4.2. we may reject, block, correct or otherwise modify any of your Items during Inspection or any information relating to your Item (category, tag, etc.) to ensure the user-friendly operation of CONNECT and compliance with this CDDA;

4.13.4.3. we may remove or delete from CONNECT (or otherwise decline to distribute on CONNECT) any Item that does not conform to industry standards, is lacking in compatibility, or does not comply with this CDDA;

4.13.4.4. we may remove or delete from CONNECT (or otherwise decline to distribute on CONNECT) any Item that contains any component for which you do not a clear and established ownership right or license to use;

4.13.4.5. we may track which user(s) download certain Items or Files off of CLO-SET and what Items or Files are created therewith;

4.13.4.6. CLO has no responsibility or liability whatsoever in the event of any dispute or claim between you and any third party relating to intellectual property rights of any of your Items or component(s) thereof;

4.13.4.7. any Customer may access or use your Items in accordance with the terms and conditions of the particular license (either Basic or Extended);

4.13.4.8. Customers may purchase your Items off of CONNECT and resell such Items on CONNECT, to the extent such resale is permitted by other provisions of this CDDA;

4.13.4.9. if you (as Vendor) withdraw certain Items from CONNECT, close your CLO-SET account, or otherwise stop making such Items for sale on CONNECT, that any such Items that were previously purchased off of CONNECT by Customers may continue to be used, distributed, or resold as otherwise permitted under this CDDA;

4.13.4.10. Customers who purchase your Items via CONNECT may share and use such items with companies with whom such Customers are collaborating, as permitted under the terms and conditions of the License in question and the terms and conditions of our Terms.

4.14. Termination

4.14.1. This CDDA will continue to apply until terminated by either you or CLO as set out below.

4.14.2. You may terminate this CDDA by closing your CLO-SET account, or by written notice to CLO; except that this CDDA shall not terminate until your applicable account is also closed and deleted.

4.14.3. CLO may at any time suspend or terminate your CLO-SET account or your Vendor rights immediately upon notice to you if:

4.14.3.1. You breach any representation, warranty, or other term of this CDDA;

4.14.3.2. You liquidate, dissolve, or discontinue your business for any reason;

4.14.3.3. You enter into bankruptcy, voluntarily or involuntarily;

4.14.3.4. CLO is required to do so by law; or

4.14.3.5. CLO decides to no longer provide CONNECT.

4.14.4. You shall immediately notify CLO in writing in the event that any of the events or circumstances set forth in Section 4.14.3 occur.

4.14.5. If your CLO-SET account is closed by you or us, this CDDA shall automatically terminate between you and us.

4.14.6. Following the termination of this CDDA for any reason; (i) such termination shall not affect the Licenses or Digital Rights or Physical Rights of Customers who have purchased the Licenses to the Digital Rights before such termination, and such Licenses will after such termination in accordance with the terms of the EULA; (ii) Customers will have no obligation to remove your Items from Customer’s equipment; (iii) CLO may retain and use your Items and Developer Materials pursuant to Section 4.5.9 and/or to enable Customers to download or re-download Items for which they purchased Licenses before termination of this CDDA; and (iv) CLO may retain any perpetual licenses you granted us under this CDDA prior to the termination of the CDDA.

4.14.7. To the extent permitted by law, the Sections of this CDDA that by their nature or definition should survive termination of the CDDA shall survive such termination.

4.15. Disclaimer of Warranties

4.15.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN CONNECT IS AT YOUR SOLE RISK AND THAT CONNECT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

4.15.2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLO IS NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED USE OF YOUR ITEMS OUTSIDE CONNECT INCLUDING, WITHOUT LIMITATION, ANY SALE OR OTHER KIND OF DISTRIBUTION OF ITEMS ON PRIVATE WEBSITES OR THE LIKE.

4.15.3. CLO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

4.16. Limitation of Liability

4.16.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT CLO HAS NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR) THE ITEMS DISTRIBUTED THROUGH CONNECT AND FOR THE CONSEQUENCES (INCLUDING ANY LOSS OR DAMAGE WHICH CLO OR ANY THIRD PARTY MAY SUFFER) OF SUCH DISTRIBUTION.

4.16.2. IN NO EVENT SHALL CLO, OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “CLO PARTIES”) BE LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS CDDA, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS CDDA BY CLO, CONNECT, THE USE OF (OR INABILITY TO USE) CONNECT, THE FUNCTIONALITY (OR LACK OF FUNCTIONALITY) OF CONNECT, AND/OR ERRORS OR BUGS WITHIN CONNECT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE CLO PARTIES’ LIABILITY ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THIS CDDA, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES, EXCEED AN AMOUNT EQUAL THE PURCHASE AMOUNT DUE TO YOU HEREUNDER IN THE TWELVE MONTH PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW. THE CLO PARTIES SHALL BEAR NO RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO YOU OR TO ANY THIRD PARTIES WITH RESPECT TO THE QUALITY (OR LACK THEREOF), OPERATION (OR THE LACK THEREOF) AND/OR PERFORMANCE (OR LACK THEREOF) OF ALL AND/OR ANY PORTION OF CONNECT

4.17. Indemnification. To the maximum extent permitted by law, you shall defend, indemnify, and hold harmless the CLO Parties from and against any and all third party claims, actions, suits, or proceedings, as well as any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all reasonable related costs) arising out of or accruing from (i) the Items, Developer Materials or your Brand Features; (ii) your breach of any representation, warranty, or other term of this CDDA; (iii) your customer service and other interactions with Customers; (iv) any contract you have entered into with any third party; or (v) your violation of any applicable law or regulation.

4.18. Miscellaneous

4.18.1. Amendment. CLO may issue an amended CDDA at any time in its discretion by providing notice to you or by providing you with digital access to the amended CDDA when you next log into your CLO-SET account, access CONNECT, or upload additional Items. You are not required to accept the amended CDDA. However, in order to continue accessing your account or CONNECT or to upload additional Items, you must accept the amended CDDA. By logging in to your account, using CONNECT, or uploading additional Items, you hereby agree to be bound by the amended CDDA then most recently issued by CLO. If you do not accept the amended CDDA, you may not log into your account, access CONNECT, or upload additional Items. If you are a legal entity, acceptance of an amended CDDA by any of your employees, contractors, representatives, or other users will be binding on you.

4.18.2. Assignment. You shall not assign this CDDA or any of its rights hereunder, nor delegate or otherwise transfer any of its obligations hereunder, to any third party without the prior written consent of CLO. Any attempted or purported assignment, delegation or other transfer, directly or indirectly, without the required consent of CLO shall be void. Subject to the foregoing, this CDDA shall inure to the benefit of the parties and their respective successors and permitted assigns. CLO shall have the right to assign any and all of its rights and obligations hereunder.

4.18.3. Independent Contractors. The relationship between you and CLO, respectively, is that of licensor and licensee. Both parties are independent contractors and (except with respect to your authorization in Section 4.6.5) are not the legal representative, agent, joint venturer, partner, or employee of the other party for any purpose whatsoever. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

4.19. Disputes

4.19.1. Class Action Waiver. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to CONNECT, your Items, or this CDDA. You also agree not to seek to combine any action or arbitration related to CONNECT, your Items, or this CDDA with any other action or arbitration without the consent of all parties to this CDDA and all other actions or arbitrations.

4.19.2. Governing Law. The laws of the State of New York, USA govern the interpretation of this CDDA and apply to claims for breach of this CDDA, regardless of conflict of laws principles. The parties specifically exclude from application to this Agreement 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.

4.19.3. Jurisdiction and Venue. 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 this Agreement.

4.19.4. Any claim or cause of action arising out of or related to use of our Services or this Agreement must be filed within one (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 one (1) year period, such claim or cause of action are forever barred.

4.19.5. 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.

4.19.6. 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.

4.19.7. Notices. Where this CDDA calls for notice from CLO, including written notice, CLO may provide notice to you at the email address that you provided when you registered to create an account with CLO-SET or CONNECT, or distribute content through CONNECT (or any updated email address you subsequently provide). CLO’s notices to you will be effective when they are sent to that email address. CLO may also provide written notice to you through pop-up notices, messages, or by other means of written notice provided to you. Any notice to CLO under this CDDA shall not be effective unless the notice is provided in a writing signed by you and sent as an attachment that is emailed to legal@clo3d.com.

5. CONNECT End User License Agreement (CEULA)

5.1. Introduction. This CONNECT End User License Agreement (“CEULA”) is a binding legal agreement between CLO and you--if you are accessing (A) the CONNECT Store (or “Store”) as a Customer a potential customer, or (B) CONNECT Profiles (or “Profiles”) in any capacity other than as Customer, Creator or Vendor, as those capitalized terms are defined in the CONNECT Display and Distribution Agreement (“CDDA”) set forth above in Section 4 of the CLO-SET Terms of Service (“Terms”).

5.1.1. By downloading Items, purchasing Licenses, Acquiring Items, viewing or browsing Items, or otherwise indicating your acceptance of this CEULA, you are agreeing to be bound by the terms of this CEULA. If you do not or cannot agree to the terms of this CEULA, please do not download or Acquire Items, purchase Licenses, or otherwise use the Store or Profiles.

5.1.2. If you accept or agree to this CEULA on behalf of a company, organization, or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to this CEULA, and in such event, “you” and “your” will refer and apply to that Legal Entity.

5.1.3. This CEULA is a part of the Terms and incorporates the Terms. Unless otherwise defined herein, capitalized words or other words used in this CEULA have the meaning set forth in the Terms. In the event of any conflict between the Terms and this CEULA, this CEULA shall supersede and control.

5.2. Dispute Resolution Notice. While details for dispute resolution can be found in Section 5.11 of this CEULA, we’re disclosing this language up front and in detail and in caps because it’s important:

5.2.1. THIS CEULA CONTAINS A BINDING CLASS-ACTION WAIVER PROVISION AND A PROVISION REGARDING NON-BINDING ALTERNATIVE DISPUTE RESOLUTION (ADR) AND A PROVISION REGARDING INFORMAL RESOLUTION. IF YOU ACCEPT THIS CEULA, YOU AGREE TO GIVE UP THE RIGHT TO GO TO COURT AS PART OF A CLASS ACTION AND YOU AGREE TO THE ADR PROVISION AND THE INFORMAL RESOLUTIONS BELOW.

5.2.2. TO ENTER INTO THIS CEULA, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING THE CONNECT STORE, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS CEULA (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOU MAY NOT USE THE CONNECT STORE.

5.2.3. If you use third party software or services, the privacy policy of the applicable licensor or publisher may also govern your use of that software or services. By using or accessing the CONNECT Store, you also agree to the CLO-SET Terms of Service and acknowledge that you have read CLO’s Privacy Policy

5.3. License Grant

5.3.1. License to Use and Access the Store. CLO grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited right and license to use and access the Store for your personal use (the “Store License”). The rights that CLO grants you under the Store License are subject to the terms of this CEULA, and you may only make the use of the CEULA if you comply with the applicable terms. The Store License becomes effective on the date you accept this CEULA. The Store License gives you access and use rights and no other rights. The Store License does not grant you any title or ownership in the Store. Certain Items you Acquire from Vendors on the Store may be subject to additional terms. By Acquiring such Items, you agree to such additional terms.

5.3.2. License to Access and/or Use Items on the Store. Vendors are allowed to Offer only two types of Items on the CONNECT Store: a Fee-Based Item or a Free Item License. Your rights to any Fee-Based Items are governed by either a Basic License or an Extended License. Your rights to any Free-Items are governed by the Free Item License.

5.3.3. Fee-Based Licenses. All Fee-Based Items on the Store are made available for sale to Customers under two separate licenses—a Basic License and an Extended License as those capitalized terms are defined in the CDDA—each with its own separate pricing and terms and conditions.

5.3.3.1. Eligibility.

5.3.3.1.1. Basic License. In order to be eligible to purchase an Item under a Basic License, a Customer must be (A) an individual person (“Individual Customer”), in which case, the only “Authorized User” permitted to access or use the Item in question shall be that individual person; or (B) a Legal Entity with five (5) or less employees (“Entity Customer”), in which case, the only “Authorized User(s)” permitted to access or use the Item in question shall be exclusively limited to the internal employees of such Legal Entity. In no event shall Items purchased under a Basic License be shared with any person or entity other than Authorized User(s).

5.3.3.1.2. Extended License. Any Customer that is a Legal Entity with more than five (5) employees must purchase Items under an Extended License. An Item purchased under an Extended License may be accessed or used with (A) employees of such Legal Entity; (B) the personnel of any parent company, affiliate, or subsidiary of such Legal Entity; (C) and any third-party contractors used by any such Legal Entities in connection with a project involving the purchased Item; provided that in any such case, the Item must be used for the Internal Business Needs of the Customer (collectively, “Authorized User”).

5.3.3.1.3. If an Entity Customer purchases an Item under a Basic License but subsequently becomes no longer eligible for a Basic License (i.e. if such Customer begins to employ more than five (5) employees), then such Customer must purchase an Extended License in order for any of its employees to access or use the Item in question.

5.3.3.2. Digital Rights and Physical Rights.

5.3.3.2.1. Digital Rights. If you Acquire a License from the CONNECT Store for which the applicable Vendor has agreed to license Digital Rights to the Item in question, you receive a non-exclusive, non-transferable (except as other permitted herein), royalty-free (other than the one-time License fee, for Fee-Based Items), perpetual (except as otherwise provided herein), worldwide license to download, copy, post, modify, promote, publicly perform, publicly display, digitally perform, transmit, or otherwise use the Item(s) for personal, promotional, and/or commercial purposes (“Digital Rights”)--but solely to the extent permitted by this CEULA and the Terms. You and CLO expressly acknowledge that distribution of such License to you via the CONNECT Store is not a sale of the Item itself, but the grant of Digital Rights to you. For the avoidance of doubt, nothing in this CEULA permits you to download an Item and sell or distribute those Items through any means other than the CONNECT Store.

5.3.3.2.2. Physical Rights. If you Acquire a License from the CONNECT Store for which the applicable Vendor has agreed to license Physical Rights to the Item in question, you receive a non-exclusive, non-transferable (except as otherwise permitted herein), royalty-free (other than the one-time License fee, for Fee-Based Items), perpetual (except as otherwise provided herein), worldwide license to download, use, make Physical Creations, copy, modify, promote, publicly perform, publicly display, physically perform, or otherwise use the Item(s) for personal, promotion and/or commercial purposes (“Physical Rights”). You and CLO expressly acknowledge that distribution of such License to you via the CONNECT Store is not a sale of the Item itself, but the grant of Digital Rights to you. For the avoidance of doubt, nothing in this CEULA permits you to download an Item and sell or distribute those Items through any means other than the CONNECT Store.

5.3.3.2.2.1. Physical Creations. For clarity, Physical Rights include a license to use the Item in question to create physical creations such as, but not limited to, 3D printed works, articles of manufacture, and custom garments. (“Creations of Physical Form,” “Physical Production,” or “Physical Creations”).

5.3.3.2.2.2. Physical Rights. If you Acquire a License from the CONNECT Store for which the applicable Vendor has agreed to license Physical Rights to the Item in question, you receive a non-exclusive, non-transferable (except as otherwise permitted herein), royalty-free (other than the one-time License fee, for Fee-Based Items), perpetual (except as otherwise provided herein), worldwide license to download, use, make Physical Creations, copy, modify, promote, publicly perform, publicly display, physically perform, or otherwise use the Item(s) for personal, promotion and/or commercial purposes (“Physical Rights”). You and CLO expressly acknowledge that distribution of such License to you via the CONNECT Store is not a sale of the Item itself, but the grant of Digital Rights to you. For the avoidance of doubt, nothing in this CEULA permits you to download an Item and sell or distribute those Items through any means other than the CONNECT Store.

5.3.3.2.2.3. No Physical Rights for Fabrics, Trims, or Avatars. For the avoidance of doubt, it is not possible to Offer or Acquire on CONNECT any Physical Rights to any Items that are Uploaded as Fabrics, Trims, or Avatars on CONNECT. While physical versions of such items may be available for direct sale or acquisition between Vendors and Customers outside of CONNECT, CLO does not redistribute or resell Physical Rights to such Items on CONNECT. In the event a Garment is combined with any Fabrics, Trims, or Avatars and the resulting Modified Item is Offered on CONNECT as otherwise permitted in this Agreement, Physical Rights to any such Modified Item shall be exclusively limited to elements of the Modified Item that are not Fabrics, Trims, or Avatars. In addition, Physical Production is not possible for any Modified Item if it includes a Base Item that is a Garment for which the applicable Vendor has elected to make Physical Rights unavailable on CONNECT.

5.3.4. Free Item License. Unless otherwise specified by CLO or the applicable Vendor, any Free Item you rightfully Acquire from the CONNECT Store gives you the same Digital Rights and/or Physical Rights set forth in Section 5.3.3 (as applicable), except that you are not required to pay any License fees in exchange for such rights (“Free Item License”).

5.3.5. Download Period. In the event the Item you Acquired is deleted from the CONNECT Store by the applicable Vendor (“Item Deletion Date”), or in the event that such Vendor’s CLO-SET Account is closed (“Vendor Account Closure Date”) you may continue to download the Item off your account page on CONNECT for two (2) years beyond the date you Acquired such Item.

5.3.6. Right to Sell, Resell, or Otherwise Distribute Items. For the avoidance of doubt, nothing in this CEULA permits you to Acquire an Item from the CONNECT Store and sell, resell, or distribute those Items through any means other than the CONNECT Store or your own website. In addition, if you choose to sell, resell, or distribute any Items through the CONNECT Store, you must comply with the CONNECT Display and Distribution Agreement (the “CDDA”) set forth in Section 4 of these Terms. In particular, among other provisions, you must comply with provisions of the CDDA pertaining to Prohibited Offers, Permitted Offers, Base Items, Modified Items, and related pricing guidelines.

5.3.7. License to View Only Items. Creators on CONNECT have the option of Uploading content as a View Only Item. This means what it says: the only license that Creators and/or CLO gives you with respect to any View Only Items is a personal, non-exclusive, non-transferable, non-sublicensable, limited right and license to (A) view the Item in question and/or (B) “like,” “comment”, or their functional equivalent practices. For the avoidance of doubt, unless a feature like the Embed Function or other sharing function is enabled by the Creator and/or CLO, you do not have the right or license to capture and share, publicize, or disseminate the View Only Item (i.e. by a screenshot for example) without the consent of CLO.

5.3.8. Revocable Licenses. Notwithstanding any other provision of this CEULA, the licenses granted under this Section 5.3 are revocable by CLO if we have reason to believe that you Acquired any Items or are using any of your rights set forth herein in a way that is fraudulent, or violates any law, our Acceptable Use Policy, others’ Intellectual Property rights, or any provision of these Terms.

5.3.9. Use of Data Relating to Your Use of CONNECT.

5.3.9.1. “Raw Data” means data relating to (A) your use of CONNECT and (B) Items you Acquire.

5.3.9.2. “Derived Data” means (A) any new anonymized information or derivative works generated through analysis and/or other processing of Raw Data and (B) any anonymized information generated through monitoring or other observation of your use of CONNECT. Derived Data belongs to us. For clarity, we own all proprietary and intellectual property rights to Derived Data. Such ownership rights shall survive termination or expiration of this CEULA and/or any licenses issued hereunder.

5.3.9.3. You hereby grant CLO and its affiliates a worldwide, non-exclusive, royalty-free, perpetual license to collect, process, modify, arrange, aggregate, and analyze your Raw Data, and to make Commercial Use of Raw Data provided that it is aggregated.

5.3.9.4. “Commercial Use” means use for the purposes of our commercial exploitation, including, without limitation, trend analysis, creation of new products or services, and/or improving the CONNECT.

5.3.9.5. Notwithstanding any other provision of this CEULA, nothing in this Section 5.3.9 or this CEULA is intended to abridge any of your rights to your personal data or personally identifiable information under applicable laws and/or regulations. Should you have any questions, concerns, or requests, please contact privacy@clo-set.com. Any data processed by or through CONNECT and qualifies as personally identifiable information or personal data under applicable law (“Personal Data”) will be processed in accordance with such applicable law, our Privacy Policy, and this Section 5.3.9 on the lawful bases of Consent (e.g. your acceptance of our Privacy Policy and this CEULA), Legitimate Interest (e.g. to ensure security and to ensure your compliance with this CEULA), and/or Performance of Contract (i.e. to deliver the Services as set forth in our Terms and this CEULA).

5.4. Feedback. In the course of this CEULA, you may provide comments, suggestions, and recommendations to CLO with respect to CONNECT (including, without limitation, comments, suggestions, and recommendations with respect to modifications, enhancements, improvements, and other changes to the Services) (collectively, “Feedback”). In such an event, CLO may freely use and exploit any such Feedback without any obligation to you, unless otherwise agreed upon by the parties in writing. You hereby assign to CLO any proprietary right that you may have in or to any modification, enhancement, improvement, or change in or to the Services based upon any Feedback from you.

5.5. Ownership/Third Party Licenses. CLO and its licensors own all title, ownership rights, and intellectual property rights in CONNECT. CLO, CLO-SET, CONNECT and their respective logos are trademarks or registered trademarks of CLO and its affiliates in the United States of America and elsewhere. All rights granted to you under this CEULA are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.

5.6. Your Representations, Warranties, and Consents.

5.6.1. You represent and warrant that you will not use or access CONNECT or the Store in a way that:

5.6.1.1. Is in violation of any applicable law or regulation;

5.6.1.2. Defames any person or violates their rights of publicity or privacy, or other legal rights;

5.6.1.3. Is in violation of any contract or terms of service that you have entered into with any third party;

5.6.1.4. Spreads any viruses, adware, spyware, or other malicious content;

5.6.1.5. Interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to other users, CLO, Payment Processors or any network operator; or

5.6.1.6. Otherwise fails to comply with this CEULA, the Terms, or other standard CLO policies for CONNECT.

5.6.2. You understand and agree that

5.6.2.1. We may suspend or terminate your CLO-SET account and your ability to Acquire Items through the Store if you violate this CEULA or the Terms;

5.6.2.2. We may track your download activity with respect to Items or files downloaded from CLO-SET, CONNECT, or the Store and what Items or files are created therewith;

5.6.2.3. CLO has no responsibility or liability whatsoever in the event of any dispute or claim between you and any third party;

5.6.2.4. This CEULA does not confer any rights or remedies on you or any person other than the parties to this CEULA, except as expressly stated; and

5.6.2.5. CLO’s obligations under this CEULA are subject to existing laws and legal process, and CLO may comply with law enforcement or regulatory requests or requirements despite any contrary term in this CEULA.

5.7. Disclaimer of Warranties

5.7.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN CONNECT IS AT YOUR SOLE RISK AND THAT CONNECT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

5.7.2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLO IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION OR PAYMENT RELATED TO ANY ITEM ON CONNECT, INCLUDING THE CONDUCT OF PAYMENT PROCESSORS.

5.7.3. CLO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5.8. Limitation of Liability

5.8.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT CLO HAS NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR) THE ITEMS DISTRIBUTED THROUGH CONNECT AND FOR THE CONSEQUENCES (INCLUDING ANY LOSS OR DAMAGE WHICH CLO OR ANY THIRD PARTY MAY SUFFER) OF SUCH DISTRIBUTION.

5.8.2. IN NO EVENT SHALL CLO, OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “CLO PARTIES”) BE LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS CEULA, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS CEULA BY CLO, CONNECT, THE USE OF (OR INABILITY TO USE) CONNECT, THE FUNCTIONALITY (OR LACK OF FUNCTIONALITY) OF CONNECT, AND/OR ERRORS OR BUGS WITHIN CONNECT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE CLO PARTIES’ LIABILITY ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THIS CEULA, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES, EXCEED AN AMOUNT EQUAL TO ANY LICENSE FEES PAID BY YOU TO CLO HEREUNDER IN THE ONE MONTH PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW. THE CLO PARTIES SHALL BEAR NO RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO YOU OR TO ANY THIRD PARTIES WITH RESPECT TO THE QUALITY (OR LACK THEREOF), OPERATION (OR THE LACK THEREOF) AND/OR PERFORMANCE (OR LACK THEREOF) OF ALL AND/OR ANY PORTION OF CONNECT.

5.9. Indemnification.

5.9.1. To the maximum extent permitted by law, you shall defend, indemnify, and hold harmless the CLO Parties from and against any and all third party claims, actions, suits, or proceedings, as well as any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all reasonable related costs) arising out of or accruing from (i) your use and access to the Items; (ii) your breach of any representation, warranty, or other term of this CEULA; (iii) any contract you have entered into with any third party; (iv) your violation of any applicable law or regulation; (v) any claim that, if true, would constitute a breach by you of this CEULA or negligence by you; (vi) any act or omission by you in using CONNECT; or (vii) any claim of infringement or violation of any third-party intellectual property rights arising from CLO’s use of your Feedback. You agree to reimburse the CLO Parties on demand for any defense costs incurred by the CLO Parties and any payments made or loss suffered by the CLO Parties, whether in a court judgment or settlement, based on any matter covered by this Indemnification Section.

5.9.2. If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fes) that are the stated subject matter of the indemnification obligation above.

5.10. Termination

5.10.1. This CEULA will continue to apply until terminated by either you or CLO as set out below. Upon any termination, any Licenses granted to you under this CEULA will automatically terminate and you may no longer exercise any of the rights granted to you under this CEULA.

5.10.2. You may terminate this CEULA by closing your CLO-SET account, or by written notice to CLO; except that this CEULA shall not terminate until your applicable account is also closed and deleted.

5.10.3. CLO may at any time suspend or terminate your CLO-SET account or your Customer rights immediately upon notice to you if:

5.10.3.1. You breach any representation, warranty, or other term of this CEULA or the Terms;

5.10.3.2. You liquidate, dissolve, or discontinue your business for any reason;

5.10.3.3. You enter into bankruptcy, voluntarily or involuntarily;

5.10.3.4. CLO is required to do so by law; or

5.10.3.5. CLO decides to no longer provide CONNECT.

5.10.4. You shall immediately notify CLO in writing in the event that any of the events or circumstances set forth in the foregoing paragraph occur.

5.10.5. If your CLO-SET account is closed by you or us, this CEULA shall automatically terminate between you and us.

5.10.6. Except as expressly stated otherwise herein or in our Manual or on our CONNECT website or to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this CEULA has been terminated.

5.10.7. To the extent permitted by law, the Sections of this CEULA that by their nature or definition should survive termination of the CEULA shall survive such termination.

5.11. Purchases and Payment. Through CONNECT, CLO may enable you to purchase/Acquire Licenses using your CLO-SET Account through Payment Processors, subject to our Terms and the separate terms and conditions of any such Payment Processor. Any promotional code, offer, or discount provided to you to purchase or redeem for Licenses on the CONNECT Store may be subject to additional terms and conditions associated with the promotion, offer, or coupon. Any information you provide Payment Processors regarding payment information, bank account, payment methods, etc. is the responsibility of the Payment Processor to handle and process in accordance with applicable laws. You are responsible for all purchases made through your CLO-SET Account.

5.12. Miscellaneous

5.12.1. Amendment. CLO may issue an amended CEULA at any time in its discretion by providing notice to you or by providing you with digital access to the amended CEULA when you next log into your CLO-SET account, access CONNECT, or download or access Items. You are not required to accept the amended CEULA. However, in order to continue accessing your account or CONNECT or to download or access additional Items, you must accept the amended CEULA. By logging in to your account, using CONNECT, or downloading or accessing additional Items, you hereby agree to be bound by the amended CEULA then most recently issued by CLO. If you do not accept the amended CEULA, you may not log into your account, access CONNECT, or download or access additional Items. If you are a Legal Entity, acceptance of an amended CEULA by any of your employees, contractors, representatives, or other users will be binding on you.

5.12.2. Assignment. You shall not assign this CEULA or any of its rights hereunder, nor delegate or otherwise transfer any of its obligations hereunder, to any third party without the prior written consent of CLO. Any attempted or purported assignment, delegation or other transfer, directly or indirectly, without the required consent of CLO shall be void. Subject to the foregoing, this CEULA shall inure to the benefit of the parties and their respective successors and permitted assigns. CLO shall have the right to assign any and all of its rights and obligations hereunder.

5.13. Disputes

5.13.1. Informal Resolution. If you have an issue that our customer support can’t resolve, prior to taking any other dispute resolution measure (such as arbitration or litigation), you and CLO agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and CLO agree to make a good-faith effort to negotiate any dispute between us for at least thirty (30) calendar days (“Informal Resolution”).

5.13.1.1. Those informal negotiations will start on the day you or CLO receive a written Notice of a Dispute in accordance with this CEULA.

5.13.1.2. You will send your Notice of a Dispute to legal@clo3d.com with a subject line of “NOTICE OF DISPUTE”. Please include your name, name of your CLO-SET Account, address, how to contact you, what the problem is, and what you want CLO to do. If CLO has a dispute with you, we will send our Notice of Dispute to your registered email address you have provided us.

5.13.2. Class Action Waiver. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to CONNECT or this CEULA. You also agree not to seek to combine any action or arbitration related to CONNECT, or this CEULA with any other action or arbitration without the consent of all parties to this CEULA and all other actions or arbitrations.

5.13.3. Governing Law. The laws of the State of New York, USA govern the interpretation of this CEULA and apply to claims for breach of this CEULA, regardless of conflict of laws principles. The parties specifically exclude from application to this Agreement 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.

5.13.4. Jurisdiction and Venue. 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 this Agreement.

5.13.5. Any claim or cause of action arising out of or related to use of our Services or this Agreement must be filed within one (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 one (1) year period, such claim or cause of action are forever barred.

5.13.6. 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.

5.13.7. 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.

5.13.8. Notices. Where this CEULA calls for notice from CLO, including written notice, CLO may provide notice to you at the email address that you provided when you registered to create an account with CLO-SET or CONNECT, or distribute content through CONNECT (or any updated email address you subsequently provide). CLO’s notices to you will be effective when they are sent to that email address. CLO may also provide written notice to you through pop-up notices, messages, or by other means of written notice provided to you. Any notice to CLO under this CEULA shall not be effective unless the notice is provided in a writing signed by you and sent as an attachment that is emailed to legal@clo3d.com.

5.14. LINKS

5.14.1. CONNECT may contain links to websites operated by third parties.

5.14.2. 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.

5.14.3. 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.

5.14.4. Your correspondence or dealings with the linked website or service providers are solely between you and such third party, and CLO is neither responsible nor liable for any part of such dealings.

5.14.5. Any charges you incur in relation to those third parties are your responsibility.

5.14.6. You understand that when you provide data to such third parties, you are providing it in accordance with their privacy policy (if any), and our Privacy Policy does not apply with respect to such data provided to the third parties.

5.15. THIRD PARTY MERCHANTS & PROVIDERS.

5.15.1. CONNECT may enable you to order and receive products, information and services from third parties that are not owned or operated by us.

5.15.2. 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.

5.15.3. 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.

5.15.4. 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.

5.15.5. 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 use of CONNECT or any licenses bought or acquired through CONNECT.

5.15.6. In addition, CONNECT may prompt you to establish an account with a third party not owned or operated by us.

5.15.7. Your agreement and understanding with any such third party is solely between you and such third party.

5.15.8. We will not be a party to or in any way be responsible for your agreement with such third-party.

5.15.9. Any disputes you may encounter with such third party shall be settled solely between you and such third party.

6. FEE-BASED SERVICES AND PURCHASES

6.1. 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 the Services.

6.2. If you have elected to access a paid aspect of the Services, upon your acceptance of these Terms and submission of your order, you hereby agree that we have the right to automatically charge your credit card or debit your account for the applicable fees, plus any applicable taxes we are required to collect, and you authorize us to do so. All posted prices on the Services do not include any applicable sales tax, unless specifically noted that it is tax-inclusive. You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you. You may also be directed to a webpage that is hosted by a third party payment service and not by CLO (such page, the "Payment Service Page"). You will be asked to supply certain information relevant to your purchase. If you are using and providing information through a Payment Service Page, you will be subject to the terms of service and privacy policy of that payment service, rather than these Terms and CLO’s Privacy Policy. CLO has no control over, and shall not be responsible for, any payment service’s use of information collected through the Payment Service Page.

6.3. UNLESS REQUIRED BY LAW OR UNLESS OTHERWISE SPECIFIED IN ANY SUPPLEMENTAL TERMS AND CONDITIONS ASSOCIATED WITH YOUR PURCHASE, YOU ACKNOWLEDGE THAT CLO IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

7. REGISTRATION, USERNAMES, & PASSWORDS

7.1. In order to access some features of the Services, you may be required to register an account with us.

7.2. When creating or updating an account, you may be asked to provide us with certain personal information, which may include your e-mail address and other information that can be used to identify you. Such information, if provided to us, will be held and used in accordance with our Privacy Policy.

7.3. 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.

7.4. 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 the Services (or any portion thereof).

7.5. 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).

7.6. 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).

7.7. 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.

8. POSTING CONTENT

8.1. Certain aspects of the Services allow users to upload, transmit or post content onto our Marketplace in a manner that Publicizes such content (“Post”).

8.2. By Posting content, including, without limitation, 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.

8.3. You also hereby grant each user of the 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 the Services and these Terms.

8.4. 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 the 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 the Services (where permitted by the intended functionality of the Services); and (v) if you do not have the right to Post content for such use, it may subject you to liability.

8.5. 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 the Services and we are not responsible for monitoring the 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 the Services or your communications with CLO or other users (including without limitation chat text and voice communications) when you are using the Services.

9. LINKS

9.1. The Services may contain links to websites operated by third parties.

9.2. 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.

9.3. 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.

9.4. Your correspondence or dealings with the linked website or service providers are solely between you and such third party, and CLO is neither responsible nor liable for any part of such dealings.

9.5. Any charges you incur in relation to those third parties are your responsibility.

9.6. You understand that when you provide data to such third parties, you are providing it in accordance with their privacy policy (if any), and our Privacy Policy does not apply with respect to such data provided to the third parties.

10. THIRD PARTY MERCHANTS & PROVIDERS

10.1. The Services may enable you to order and receive products, information and services from third parties that are not owned or operated by us.

10.2. 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.

10.3. 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.

10.4. 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.

10.5. 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 the Services.

10.6. In addition, the Services may prompt you to establish an account with a third party not owned or operated by us.

10.7. Your agreement and understanding with any such third party is solely between you and such third party.

10.8. We will not be a party to or in any way be responsible for your agreement with such third-party.

10.9. Any disputes you may encounter with such third party shall be settled solely between you and such third party.

11. UNSOLICITED SUBMISSIONS

We are pleased to hear from you and welcome comments regarding the 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.

12. COPYRIGHT NOTICES & COMPLAINTS

12.1. CLO respects the intellectual property of others, and we ask our users to do the same.

12.2. CLO may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.

12.3. 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:

12.3.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

12.3.2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

12.3.3. a description of where the material that you claim is infringing is located on the site;

12.3.4. your address, telephone number, and email address;

12.3.5. 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

12.3.6. 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.

12.4. CLO’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: CLO Copyright Agent at legal@clo3d.com.

13. CONFIDENTIALITY

You may not post screenshots, photos, or distribute to any third party any copies of materials provided to you by us. You agree that any non-public information you receive about our Services shall be considered “Confidential Information”. You may only discuss such Confidential Information internally within your organization for the sole purpose of considering the purchase of such Services from us You shall protect any Confidential Information in the same manner you use to protect your own confidential information; with no less than a reasonable amount of care to protect the secrecy and avoid disclosure and unauthorized use of the Confidential Information.

14. TERM, TERMINATION, AND SUSPENSION

14.1. Term and Termination. This Agreement is in effect for as long as you access or use our Services in any way (“Term”). Your right to use our Services are effective through the end of the applicable Subscription Plan or Measurement 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. 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).

14.2. Survival. In the event of expiration or termination of your account, the representations made by you in this Agreement, and the obligations of each party, which by their terms or by their nature would continue beyond the termination or expiration of this Agreement.

15. GENERAL PROVISIONS

15.1. CLO and affiliates. You acknowledge and agree that CLO may arrange to have its affiliates engage in activities in connection with this Agreement, provided that CLO (and not such affiliates) will remain subject to the obligations under this Agreement.

15.2. DISPUTES.

15.2.1. You agree to act in good faith with respect to this Agreement and any dispute that may arise related hereto.

15.2.2. You are contracting with CLO Virtual Fashion, LLC located at 16 E 34 th Street, 18 th Floor, New York, NY 10016 USA.

15.2.3. The laws of the State of New York, USA govern the interpretation of this Agreement and apply to claims for breach of this Agreement, regardless of conflict of laws principles.

15.2.4. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

15.2.5. 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.

15.2.6. 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 this Agreement.

15.2.7. Any claim or cause of action arising out of or related to use of our Services or this Agreement must be filed within one (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 one (1) year period, such claim or cause of action are forever barred.

15.2.8. 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.

15.2.9. 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.

15.3. SEVERABILITY. The provisions of these Agreement are intended to be severable. If for any reason any provision of these 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.

15.4. ENFORCEABILITY, ENTIRE AGREEMENT & NON-WAIVER. This Agreement are deemed accepted upon any use of our Services. These Agreement and any additional Agreement 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 Agreement shall not operate as a waiver of such right or provision. The section titles in these Agreement are for convenience only and have no legal or contractual effect.

15.5. ASSIGNMENT. 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 Agreement to any person or entity without your consent.

15.6. CONTRACTUAL RELATIONSHIP. The parties are entering into this Agreement as independent contracting parties. Neither party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership liability upon any party.

15.7. 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.

15.8. TECHNICAL & CUSTOMER SUPPORT. Subject to the other provisions of these Agreement, 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 Agreement generally. To reach our customer support team, please email us at hello@clo-set.com.

15.9. ELECTRONIC COMMUNICATIONS When you use the 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 the 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.

15.10. NOTICES. 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 this Agreement must be in a writing signed by an authorized representative of you and emailed as an attachment to legal@clo3d.com, unless we have agreed in a separate agreement with you to a different method of notifying us.