CLO Additional Terms
Last updated as of
Mar 19, 2024
The CLO Software Additional Terms ("Additional Terms") govern your use of CLO Software ("Software") and are incorporated in reference to the General Terms of Use ("General Terms") (the Additional Terms and the General Terms are collectively referred to as "Terms"). Capitalized terms not defined here have the same meaning as defined in the General Terms. References to "Services" in these Additional Terms are to CLO Software.
DEFINITIONS
1.1 "CLO API" means the CLO's proprietary application programming interface or software development kit and/or its supplementary materials provided for you to develop plug-ins which enable certain functionalities of the Software to be extended to a third party application. For the avoidance of doubt, CLO API shall be deemed as a part of the Software.
1.2 "CLO Avatars" means any avatars (a) included in the Licensed Materials or (b) otherwise made available by CLO, including the interfaces, graphics, design, information, artwork, data, code, software, and all other elements and the derivatives thereof. For the avoidance of doubt, CLO Avatars included in the Licensed Material constitute a part of the Licensed Material.
1.3 "CLO Samples" means samples provided by CLO in the Licensed Materials, including sample patterns and designs, modules for patterns and designs, and expressions of components and elements used in patterns and designs. CLO samples may be modified where such modifications are permitted by the intended functionality of the Licensed Materials.
1.4 "Licensed Materials" means the Software, Supplemental Materials, and/or User Documentation, as applicable.
1.5 "Licensee" or "you" means:
1.5.1 In the context of Individual Licenses, either a single, natural person or a Legal Entity subject to Section 2.2.1 of the Additional Terms to which the Licensed Materials are exclusively licensed, otherwise meeting the eligibility criteria for an Individual License set forth in Section 3.
1.5.2 In the context of Academic Licenses, a single Qualified Academic Institution to which the Licensed Materials are exclusively licensed, otherwise meeting the eligibility criteria for an Academic License set forth in Section 2.2.3.
1.5.3 In the context of Enterprise Licenses, a single Legal Entity to which the Licensed Materials are exclusively licensed, otherwise meeting the eligibility criteria for an Enterprise License set forth in Section 2.2.2. For clarification, unless otherwise agreed to in writing by CLO, "Licensee" or "you" refers only to a single, specifically identified Legal Entity, and does not include any Affiliate of any such Legal Entity.
1.6 "Modification" means any change by Licensee (but only to the extent permitted by the intended functionality of the Software and/or Supplemental Materials) to the substance of a CLO Sample or any change to the substance of the contents of a file containing a CLO Sample; and/or any new file that contains any part of a CLO Sample; all of which ensures that the CLO Sample is not the primary source of value. Modifications may not be made to Restricted CLO Samples.
1.7 "Qualified Academic Institution" means an educational institution which has been accredited by an authorized governmental agency or other recognized accrediting body, and retains such accreditations throughout the applicable License Term.
1.8 "Restricted CLO Samples" means non-modifiable dummies (and each of their elements) and pre-designed clothing, trims and accessories (including but not limited to buttons, shoes, headwear, socks, and gloves) included in the Licensed Materials, and any other Licensed Materials specified as "Restricted Licensed Materials" (or similar verbiage).
1.9 "Supplemental Materials" means materials, other than the Software and related User Documentation that are distributed or made available by CLO for use with the Software. Supplemental Materials include, without limitation, CLO Samples and Restricted CLO Samples.
1.10 "Update(s)" means, subject to the payment of the applicable fees (e.g. Annual Subscription Fee, Monthly Subscription Fee, or RLC), any corrections, patches, maintenance, and/or replacement of a Software version with a new Software version as and when CLO deems such Update is necessary to correct errors, remove, add or improve functionalities, and/or add service packs. CLO's obligations to provide Updates to the Software versions are further detailed in Section 5.
1.11 "User Documentation" means the explanatory or instructional materials for the Software or Supplemental Materials.
ELIGIBILITY
2.1 If you are a Legal Entity, you represent that only employees under your control and authorized by you to access or use the Licensed Materials on your behalf (an "Authorized User") may install the Software, unless otherwise agreed to in writing by CLO. If you are a Qualified Academic Institution, an Authorized User shall mean to include the faculty and students therein. You will be responsible for compliance with the Additional Terms by any Authorized User and any other persons who may have access to the Licensed Materials through you.
2.2 For the purpose of determining your eligibility to purchase, or acquire on a trial basis, the licenses to the Software under License Classes set forth in this Section 2.2, you agree to the following additional terms:
2.2.1 Individual License. If purchasing, or acquiring on a trial basis, an Individual License as an Individual User under the "Individuals" tab on our website (also known as "CLO-for-Individuals"), you represent that you are:
(a) an individual, natural person (e.g. hobbyist, member of the general public, student, etc.) requesting access to the CLO Software for personal use—and not on behalf of a legal entity, registered company, business that should be obtaining an Enterprise License under Section 3.2.2 in order to access the Software and not on behalf of a Qualified Academic Institution that should be obtaining an Academic License in order to the access the Software under Section 2.2.3; or
(b) a one person company, a sole proprietorship, a single-member LLC that does not elect to be treated as a corporation for tax purposes ("disregarded entity"), a freelancer, a self-employed independent contractor, or similarly situated self-employee who is otherwise in business for yourself—as verified through independent documentation such as articles of incorporation, business registration, tax returns/filings, proof of Self-Employment Tax payment, etc. CLO may request documentation verifying entity status prior to granting access to the Services or CLO Software.
2.2.2 Enterprise License. Whether purchasing a license or acquiring a license on a trial basis, you will be deemed by CLO, in CLO's sole discretion, as an Enterprise User requiring an Enterprise License to access the CLO Software under the "Business" tab on our website (also known as "CLO-for-Businesses"), if an Academic License pursuant to criteria set forth in Section 2.2.3 is deemed by CLO as inapplicable to you and if any of the following applies:
(a) You register for a CLO account or make any purchases of our Services or CLO Software using a corporate credit card on behalf of an Enterprise Company, corporate email account, corporate email address, or corporate domain name;
(b) You represent that you are requesting an Individual License on behalf of an entity satisfying the conditions set forth above in Section 2.1.2, but CLO has reason to believe that the entity in question has at least one (1) full-time employee other than the natural person who owns that entity;
(c) You otherwise satisfy the conditions for an Individual User set forth above in Section 2.1.2, but CLO has reason to believe that you are attempting to access the CLO Software on behalf of an Enterprise Company that should be obtaining its own Enterprise License to access the CLO Software (e.g. you are a freelancer who accesses the CLO Software through a computer owned by an Enterprise Company);
(d) You represent that you are requesting an Academic License on behalf of an entity satisfying the conditions set forth below in Section 2.2.3, but CLO has reason to believe that you are attempting to access the CLO Software on behalf of an Enterprise Company that should be obtaining an Enterprise License to access the CLO Software (e.g. you are requesting an Academic License on behalf on an entity for commercial, professional, or other for-profit purposes and not for "Academic Purposes" as that term is defined below in Section 2.2.3); or
For any other reason not specifically addressed by the foregoing subsections, you do not satisfy the spirit or letter of the conditions set forth above in Section 2.2.1 to qualify as an Individual User eligible for an Individual License or the conditions set forth in Section 2.2.3 to qualify as an Academic User eligible for an Academic License—as determined by CLO in CLO's sole discretion.
2.2.3 Academic License. Whether purchasing a license or acquiring a license on a trial basis, you will be deemed by CLO, in CLO's sole discretion, as an Academic User requiring an Academic License to access the CLO Software under the "Education" tab on our website (also known as "CLO-for-Education"), if an Enterprise License pursuant to criteria set forth in Section 2.2.2 is deemed by CLO as not applicable to you and if any of the following applies:
(a) You are accessing the CLO Software on behalf of a Qualified Academic Institution or you are a member of the faculty therein—as determined by CLO in its sole discretion—for purposes directly related to learning, teaching, training, research, and development that are part of the instructional functions performed by a Qualified Academic Institution ("Academic Purposes")—where Academic Purposes does not include commercial, professional, or any other for-profit purposes—as determined by CLO in its sole discretion;
(b) You register for a CLO account or make any purchases of our Services or CLO Software using a credit card that belongs to a Qualified Academic Institution; or
(c) You otherwise satisfy the conditions for an Individual User set forth above in Section 2.1.2, but CLO has reason to believe that you are attempting to access the CLO Software on behalf of a Qualified Academic Institution that should be obtaining its own Academic License to access the CLO Software (e.g. you are a student of a Qualified Academic Institution who accesses the CLO Software for a course in which the CLO Software is being taught or used for instructional purposes).
LICENSE TO USE OUR SERVICES & SOFTWARE
3.1 Subject to your compliance with these Additional Terms and your eligibility for the applicable License Class determined by criteria set forth in Section 2, CLO grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license when you sign up for an account and pay any fees, where applicable, to:
3.1.1 access and use our Software and/or Services for your own personal use (for Individual Licenses granted under Section 2.2.1) or Internal Business Needs (as defined below) (for Individual Licenses granted to self-employed entities under Section 2.2.1 or for Enterprise Licenses granted to Enterprise Companies under Section 2.2.2) or Academic Purposes (for Academic Licenses granted to Qualified Academic Institutions under Section 2.2.3), as applicable;
3.1.2 download and install CLO Software on authorized devices within your possession and control, subject to the applicable License Type, License Class, and License Term; and
3.1.3 use CLO Software to access and use our Services for your own personal use (for Individual Licenses granted under Section 2.2.1) or Internal Business Needs (for Individual Licenses granted to self-employed entities under Section 3.2.1.2 or for Enterprise Licenses granted to Enterprise Companies under Section 3.2.2) or Academic Purposes (for Academic Licenses granted to Qualified Academic Institutions under Section 3.2.3), as applicable.
3.2 In addition to the license granted under Section 3.1, with regard to CLO API, CLO grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to download, use, copy, or create derivative work based on CLO API to develop plug-ins between CLO Software and other third party application ("User Plug-in") for (i) your Internal Business Needs (for Individual Licenses granted to self-employed entities under Section 2.2.1 or for Enterprise Licenses granted to Enterprise Companies under Section 2.2.2) or (ii) your Academic Purposes (for Academic Licenses granted to Qualified Academic Institution under Section 2.2.3). You may not (a) distribute, sell, rent, lease, transfer, sublicense, or syndicate access to, or otherwise provide the User Plug-In to any third party, or (b) use the User Plug-In for any other purpose than Internal Business Needs. IN NO EVENT WILL ANY OF THE CLO PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM USER PLUG-INS.
3.3 You agree to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of CLO Software in the same form and manner that such copyright and other proprietary notices are included on CLO Software. Except as expressly authorized by these Additional Terms, you shall not make any copies or duplicates of CLO Software without the prior written permission of CLO.
3.4 Work product and other data created using our Services or Software may contain certain notices and limitations that make the work product and other data usable only in certain circumstances. In addition, if you combine or link your work product or other data created using our Services or Software with work product or other data otherwise created, then such other work product or data may also be affected by these notices and limitations. CLO will have no responsibility or liability whatsoever if you combine or link work product or other data created using our Services with work product or other data otherwise created. In addition, you will not remove, alter or obscure any such notices or limitations.
UNAUTHORIZED ACTIVITIES
4.1 CLO's Default Avatars.
4.1.1 You shall not publish, post, or otherwise disseminate any CLO Avatar (a) onto any e-commerce, website or (b) as part of any advertising, marketing, or promotional media (collectively "Disseminate"), unless proper attribution is given to CLO in each instance in which an avatar is so Disseminated, pursuant to the specifications CLO provided.
4.1.2 Sample distributions. For clarity, you shall not have the right to use CLO Avatars in conjunction with Modifications to send as samples to suppliers, customers, factories, and Affiliates (collectively, "Sample Distribution") without having to comply with Section 4.1.1 provided that:
4.1.2.1 such suppliers, customers, factories, or Affiliates and their respective personnel do not gain access to any other component of the Licensed Materials by virtue of such Sample Distributions (unless such suppliers, customers, factories, or Affiliates have purchased or received from CLO their own licenses to the Licensed Materials); and
4.1.2.2 proper attribution is given to CLO in each instance of such Sample Distribution pursuant to the specifications CLO provides.
4.1.3 In case you are in breach of Section 4.1.1 or 4.1.2, CLO may impose on you a legal monetary penalty of up to twenty five thousand (25,000) USD.
4.2 Any reproduction or redistribution of our Services or CLO Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
4.3 You may not (i) translate, adapt, arrange, or create derivative works based on, or otherwise modify our Software or any elements thereof for any purpose; provided however you may make Modifications to CLO Samples where such Modifications are permitted by the intended functionality of our Services or Software and such Modifications ensures that the CLO Sample is not the primary source of value; (ii) distribute CLO Samples as your work product without Modifications; (iii) distribute and/or make Modifications to Restricted CLO Samples; or (iv) authorize any third party to do any of the foregoing.
4.4 WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, DEACTIVATE OR TERMINATE ACCOUNTS, PROHIBIT ACCESS TO ALL OR ANY PORTION OF OUR SERVICES, DELAY OR REMOVE USER CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING OUR SERVICES IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF CLO OR THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR ACCOUNT AS A RESULT OF ACCOUNT SUSPENSION, DEACTIVATION, OR TERMINATION, AS WELL AS ANY BENEFITS, PRIVILEGES, ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF OUR SERVICES, AND CLO IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
LICENSE CLASS, LICENSE TYPE, AND LICENSE TERM
5.1 License Class. CLO makes available the CLO Software under the following separate License Classes, each with their own terms and conditions.
5.1.1 Individual License. Under an Individual License, you may install the specified Licensed Materials subject to the License Type, and permit access to such Licensed Materials solely by a single Authorized User (a natural, individual person i.e. you). An Individual License may be used solely for your personal use if you are eligible for an Individual License under Section 2.2.1 (a), solely for your Internal Business Needs if you are eligible for an Individual License under Section 2.2.1 (b), or solely for your Academic Purposes if you are eligible for an Individual License as a student under Section 2.2.1 (a) . Individual Licenses are offered on either a Monthly Subscription or Annual Subscription basis pursuant to Section 5.3, as further described on our pricing page.
5.1.2 Enterprise License. Under an Enterprise License, you may install the specified Licensed Materials subject to the License Type, and permit access to such Licensed Materials solely by Authorized Users, and solely for your Internal Business Needs. "Internal Business Needs" means, in reference to the Licensed Materials, the use of such Licensed Materials by an Authorized User to meet the internal requirements of your business in the ordinary course of such business. In no event will your Internal Business Needs include providing or making available the Licensed Materials to any third party.
5.1.3 Academic License. Under an Academic License, you may install the specified Licensed Materials subject to the License Type, and permit access to such Licensed Materials solely by an Authorized User, solely for Academic Purposes. "Academic Purposes" means purposes directly related to learning, teaching, training, research and development that are part of the instructional functions performed by a Qualified Academic Institution. Academic Purposes do not include commercial, professional or any other for-profit purposes.
5.1.4 Trial License. Under a Trial License, you may install the Licensed Materials and permit access to the Licensed Materials solely by an Authorized User, solely for Trial Purposes. "Trial Purposes" means purposes of evaluation and demonstration of the capabilities of the Licensed Materials but excludes (A) competitive analysis or (B) any commercial, promotional, marketing, advertising, or for-profit purposes--unless otherwise agreed to in writing by CLO.
5.1 CLO makes available the CLO Software under either the Standalone or Network License Types, each with their own terms, conditions, and authentication methods.
5.2.1 Standalone. Under a Standalone type of license, the Licensed Materials must be installed on a single computer for non-concurrent use, which cannot be accessed from any other computer.
5.2.2 Network. Under a Network type of license, the Licensed Materials may be installed on a single file server computer to be uploaded and installed to, and operated, viewed, or otherwise accessed from, other computers through a Local Area Network (LAN) connection; provided that the maximum permitted number of Authorized Users that may access or use the Licensed Materials concurrently at any one time may not exceed the total number of non-expired licenses provided to you under these Additional Terms.
5.2.3 Authentication.
5.2.3.1 Dongles. "Dongle" means a physical USB device used to authenticate a valid license to the Software. IF A DONGLE IS DAMAGED, DESTROYED, MISPLACED, OR OTHERWISE BECOMES IMPAIRED OR UNUSABLE DUE TO NO FAULT OF CLO, CLO WILL PROVIDE A REPLACEMENT DONGLE, BUT ONLY UPON PAYMENT BY YOU OF (A) IN THE CASE WHERE SUCH DONGLE IS DAMAGED, DESTROYED, IMPAIRED OR UNUSABLE (AND RETURNED TO CLO) , THE ACTUAL REPLACEMENT COST OF SUCH DONGLE, AND (B) IN ALL OTHER CASES, THE FEE PAID BY YOU FOR THE LICENSE EMBODIED IN THE REPLACED DONGLE. IF A REPLACED NETWORK DONGLE IS SUBSEQUENTLY FOUND AND/OR IS USABLE, YOU WILL PROMPTLY SHIP THE REPLACED DONGLE BACK TO CLO. NO REFUNDS ARE PROVIDED EVEN IF A DONGLE IS SUBSEQUENTLY FOUND. IF YOU REQUEST A REPLACEMENT DONGLE, YOU ARE AUTHORIZED TO USE THE REPLACEMENT DONGLE ONLY. IN ADDITION TO ANY OTHER RIGHTS CLO MAY HAVE, ANY USE OF A REPLACED DONGLE AFTER RECEIVING A REPLACEMENT DONGLE WILL RESULT IN THE AUTOMATIC TERMINATION, WITHOUT REFUND, OF YOUR LICENSE TO USE THE SERVICES AND SOFTWARE.
5.2.3.2 Online Authentication. In order for an Authorized User to log-in and access the Licensed Materials with an Online Authentication, internet connection will be required in each instance to authenticate the Authorized User's ID and password.
5.3 License Term. CLO makes available the CLO Software under each of the following licenses--each with their own terms, conditions, and duration of license: a Perpetual License , Renewal License, a Monthly Subscription License, an Annual Subscription License, a Trial License (or another License Term described in the account features of your account, or as otherwise agreed to in a writing signed by CLO).
5.3.1 PERPETUAL LICENSE.
5.3.1.1 Perpetual Licenses Discontinued. As of July 2020, CLO no longer offers Perpetual Licenses. For any previously purchased Perpetual Licenses, CLO will continue to make available Updates by way of Renewal Licenses which can be purchased upon the payment of the applicable Renewal License Charge ("RLC"). Unless otherwise agreed to in writing signed by CLO, all previously purchased Perpetual Licenses are subject to the terms and conditions set forth in this Section 5.3.1 specifically and these Additional Terms generally.
5.3.1.2 Primary Licenses and Renewal Licenses. When you purchase a Perpetual License, you acquire a Primary License as that term is defined in Section 5.3.1.3. When you purchase a Renewal License, you acquire a Renewal License as that term is defined in Section 5.3.1.4.
5.3.1.3 Primary License; Primary License Charge ("PLC"). "Primary License" means the perpetual right to install and use the applicable Licensed Materials—specifically, the then-current version of the Licensed Materials as of the time of purchase. "PLC" means fees payable for this right. The PLC excludes fees payable for Updates.
5.3.1.4 Renewal License; Renewal License Charge ("RLC"). "Renewal License" means the non-perpetual, annually renewable right to Update the Licensed Materials, where such Updates are made available generally to other customers of CLO, for a specific period of time. "RLC" means fees payable for this right. Renewable Licenses are renewable on a yearly basis. The initial term of a license subject to an RLC begins on (i) the date of purchase or (ii) upon delivery of the Licensed Materials—whichever is later—or where such license is renewed, on the date of renewal. Where the Licensee fails to pay the applicable RLC, CLO will be under no obligation to provide Licensee with any of the updates, bug fixes, and additional support services that are made available to other customers of CLO who do pay the applicable RLC. CLO will invoice Licensee in respect of the RLC—provided that CLO will only provide such invoice if Licensee is then currently subject to a paid RLC.
5.3.1.5 Both the PLC and RLC Are Required for Initial Purchase. Primary Licenses cannot be sold separately and must be purchased with a Renewal License at Licensee's initial purchase of the Perpetual License. As such, both the PLC and RLC must be paid as a one-time license fee at the time of Licensee's initial purchase of a Perpetual License (and before first installation of the Licensed Materials). In addition, any subsequent Updates to any Licensed Materials acquired under a Perpetual License can be purchased on an annual basis, through the purchase of a Renewal License and the corresponding payment of the applicable RLC.
5.3.1.6 Subsequent RLCs Purchased at Licensee's Option. Any subsequent Renewal Licenses may be purchased with the payment of the applicable RLC (set forth in the License Schedule) on an annual basis. For each year in which an RLC is paid, Licensee would receive major and minor updates, bug fixes, maintenance and support.
5.3.1.7 RLC Accumulation Policy. If the RLC is not paid in any given year(s) ("Non-Renewed License"), you must pay RLCs for all Non-Renewed License since the last RLC was paid in order to upgrade the Licensed Materials to the latest version. As of June 1st 2024, CLO no longer offers RLC Accumulation Policy. You may retain and utilize its Non-Renewed License without Updates.
5.3.2 MONTHLY SUBSCRIPTION LICENSE. When you purchase a Monthly Subscription License, you receive access to the then-current version of the Licensed Materials that CLO makes available online on our website, subject to the payment of the applicable Monthly Subscription Fee.
5.3.2.1 Individual Licenses Only. Only Individual Licenses are offered on a Monthly Subscription basis.
5.3.2.2 Monthly Subscription Term. The subscription period of a Monthly Subscription License is one (1) calendar month. Such subscription terms are individually and collectively referred to herein as "License Term," "Subscription Term," "Monthly Subscription," or "Monthly Subscription Term".
5.3.2.3 Auto-Renewal. Monthly Subscription Licenses renew automatically, unless you cancel the subscription prior to the renewal date. You will be obligated to pay the corresponding Monthly Subscription Fees for any and all Monthly Subscription Terms that are renewed. You will be billed monthly for the Monthly Subscription License on or about the same day each month until you cancel your subscription.
5.3.2.4 Refunds are not provided for canceled subscriptions.
5.3.2.5 Updates. Your payment of the applicable Monthly Subscription Fee entitles you to receive Updates during the applicable Subscription Term.
5.3.3 ANNUAL SUBSCRIPTION LICENSE. When you purchase an Annual Subscription License, you receive access to the then-current version of the Software that CLO makes available online on our website for a period of twelve (12) months, subject to the payment of the applicable Annual Subscription Fee.
5.3.3.1 Initial Term and Renewal Term. The "Initial Term" of any Annual Subscription Licenses will commence upon download or delivery of the specific Licensed Materials and will continue for a period of twelve (12) months thereafter. "Renewal Term" means, unless otherwise agreed in writing by CLO, the twelve (12) month renewal term following either the Initial Term, or a previous Renewal Term. The Initial Term and any subsequent Renewal Terms are individually and collectively referred to herein as the "License Term," "Subscription Term," "Annual Subscription," or "Annual Subscription Term".
5.3.3.2 Auto-Renewal for Individual Licenses. Annual Subscription Licenses that are provided under the License Class of Individual Licenses renew automatically, unless you cancel the subscription prior to the renewal date. You will be obligated to pay the corresponding Annual Subscription Fee for any and all Annual Subscription Licenses that are renewed. You will be billed annually for the Annual Subscription License each year until you cancel your subscription.
5.3.3.3 Other License Class Do Not Automatically Renew . Annual Subscription Licenses that are provided under any License Class other than Individual Licenses do not renew automatically. For any such non-auto-renewing Annual Subscription Licenses, although we may provide notice to you of an expiring subscription period, it is your responsibility to monitor the remaining term of your subscription period, and renew your subscription on a timely basis. If you do not renew your subscription on a timely basis, you may lose all content associated with your account.
5.3.3.4 Refunds are not provided for canceled subscriptions.
5.3.3.5 Updates. Your payment of the applicable Annual Subscription Fee entitles you to receive Updates during the applicable Subscription Term.
5.3.4 TRIAL LICENSE. When you obtain a Trial License, you receive access to the then-current version of the Software that CLO makes available on its website. Unless otherwise agreed to in writing by CLO, a Trial License Term is for thirty (30) days. While the Trial License is running, you will not be able to purchase a paid subscription license offered on our website. Your subscription will not be auto-renewed after the trial term ends.
5.3.4.1 Only 1 Trial License. Unless otherwise agreed to in writing by CLO:
(a) No individual person or entity may sign up for (or otherwise obtain) a trial license more than once;
(b) All persons and entities are expressly limited to one trial license; no person or entity may sign up for (or otherwise obtain) more than one trial license;
(c) Once a trial license expires, it may not be extended or renewed;
(d) Any access to, or use of, any aspect of our Software or Services beyond the scope or expiration of any trial license will be on a paid basis—and you consent to being charged for any such access or use, regardless of whether you utilize the same or another account for such access or use; and
(e) Any violation of the spirit or letter of this Section 5.3.4—as determined in the sole discretion of CLO—is subject to technical and legal remedies including immediate suspension or termination (without notice) of any and all licenses CLO has reason to believe are associated with such violation.
5.3.5 In some exceptional cases when agreed to in writing by CLO, CLO may provide you with a non-perpetual, non-automatically renewing subscription license (e.g. where it is necessary to prorate the Subscription Term of newly purchased Annual Subscription Licenses to match the then-active Subscription Term of previously purchased Annual Subscription Licenses for Enterprise or Academic customers). Although we may provide notice to you of an expiring subscription period, it is your responsibility to monitor the remaining term of your subscription period, and renew your subscription on a timely basis. If you do not renew your subscription on a timely basis, you may lose all content associated with your account.
Machine Learning Features. Certain aspects of the Software utilize machine learning technologies ("ML Feature(s)") and this section specifically governs your use of such ML Features.
6.1 Content.
6.1.1 Your Content. You may provide input to the Software or Services ("Input"), and receive output generated and returned by the Software and/or Services based on the Input ("Output"). Input and Output are collectively "Content." You are solely responsible for ensuring that the Content complies with applicable laws and these Additional Terms. As between the parties and to the extent permitted under applicable laws, you own all Input. Subject to your compliance with these Additional Terms, CLO hereby assigns to you all its right, title and interest in and to Output. The Content may be used for any legal and lawful purpose, including commercial purposes and publication, at Customer's own risk, provided that you comply with these Additional Terms. Prior to publication, it is recommended to add a disclosure that the Output was generated by AI tools. Due to the nature of machine learning, Output may not be unique and the ML Feature may generate the same or similar output for other users.
6.1.2 Use of Content by CLO. CLO may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You hereby consent that CLO may use Content to help develop and improve our Software and/or Services.
6.1.3 Accuracy. Given the probabilistic nature of machine learning, use of our Software and/or Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
6.2 Use Restrictions. You agree not to use the ML Features:
(a) In any way that violates any applicable national, federal, state, local or international law or regulation;
(b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
(c) To generate or disseminate verifiably false information and/or content with the purpose of harming others;
(d) To generate or disseminate personal identifiable information that can be used to harm an individual;
(e) To defame, disparage or otherwise harass others;
(f) For fully automated decision making that adversely impacts an individual's legal rights or otherwise creates or modifies a binding, enforceable obligation;
(g) For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;
(h) To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
(i) For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
(j) To provide medical advice and medical results interpretation;
(k) To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).
Third Party Software. Licensee acknowledge that Service may contain copyrighted software of third parties, including open source software, which are obtained under a license from such parties ("Third Party Software"), which can be found here.
Export Control. Licensee acknowledges and agrees that the Licensed Materials are subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations (collectively, "Export Control Laws"). Licensee understands that the requirements and restrictions of the Export Control Laws as applicable to Licensee may vary depending on the Licensed Materials provided under the Additional Terms and may change over time. Licensee shall be solely responsible for (i) determining the precise controls applicable to the Licensed Materials, and (ii) complying with the Export Control Laws and monitoring any modifications to them.
TECHNICAL AND CUSTOMER SUPPORT
9.1 Subject to the other provisions of these Additional Terms, CLO will attempt to help you with any queries or problems that you may have with the Services, any of your purchases, and any questions about these Additional Terms generally. To reach our customer support team, please contact the CLO support team.