Acceptance of these Terms:

Before you access or enroll for a CLO Academy Online course(s) (the “Online Course”), otherwise engage with and or access an Online Course and or CLO Academy Online, please carefully read these CLO Academy Online Terms & Conditions (“Terms”). These Terms govern your use and access of CLO Virtual Fashion, LLC’s (“CLO,” “we,” “us, “our”) Online Courses and CLO Academy Online, and your Course Enrollment, as applicable. If you don’t agree to these Terms, please do not enroll in an Online Course or use CLO Academy Online. By proceeding to engage with an Online Course and CLO Academy Online, you agree to be bound by these Terms, as well as CLO’s General Terms of Use (“General Terms”) which can be found here: https://legal.clo-set.com/general, and CLO’s Privacy policy which can be found here: https://legal.clo-set.com/privacy; both of which are hereby incorporated into and form an integral part of these Terms.

These Terms are “Additional Terms” as referenced in Section 4 of CLO’s General Terms. If there is a conflict between these Terms and the General Terms regarding your use of CLO Academy Online, these Terms shall control. Capitalized terms used but not defined herein shall have the meanings given to them in the General Terms.


Account & Authorized Users

Access to CLO Academy Online requires an active CLO Account or integration with your existing unified CLO credentials. You may not sell, transfer, share, or sublicense your CLO Academy Online login credentials to any third party or non-authorized employee. You remain solely responsible for all activities occurring under your account.

Enrolling for the Online Course:

a. By paying for a subscription to CLO3D or otherwise accessing an Online Course and or CLO Academy Online (“Course Enrollment”), you represent and warrant that you have the legal capacity and are of sufficient age to enter into a binding contract with us (or someone of sufficient age and capacity is contracting on your behalf).

b. Enrolling in an Online Course and or accessing CLO Academy Online constitutes your acceptance to enter into a contract with us under these Terms, where we will provide you with the Online Course in exchange for your subscription to CLO3D.


Limited License to Use Online Course:

All software, interactive tools, videos, documentation, exercises, 3D assets, training files, code snippets, course designs, and text rendered or made available via CLO Academy (collectively, “Academy Content”) are the sole property of CLO or its licensors and are protected under international Intellectual Property laws

Subject to your ongoing compliance with the Terms and payment of applicable fees (or inclusion within your software licensing agreement), you are granted a revocable limited, non-exclusive, non-transferable, non-sublicensable license to use Academy Content, the Online Course and or CLO Academy Online for your own personal, non-commercial purposes during your subscription.

Except as expressly permitted in writing by CLO, you agree not to:
i.     Copy, reproduce, record, stream, distribute, re-publish, or display any Academy Content.
ii.   Reverse engineer, decompile, or extract underlying source code or 3D models embedded within CLO Academy software.
iii. Utilize automated tools, scrapers, data-mining bots, or AI extraction models to harvest Academy Content or track user progress data.
iv. Use Academy Content to build, train, or inform any competing commercial learning platform or software product.

You are solely responsible for procuring the internet connections, hardware, web browsers, and software environment necessary to run and stream content on CLO Academy Online.

We may revoke your license, at our sole discretion, if we suspect, for any reason, that you are misusing the license. For example, we may revoke your license if (without limitation) you:
i. distribute the Online Course to other people for commercial or non-commercial purposes or share your login details with other people for the purpose of sharing the Online Course;
ii. make commercial or non-commercial use of or infringing our intellectual property rights in the Online Courses; or
iii. do not comply with these Terms.

In the event your license is revoked, your access to the Online Course will be immediately terminated.


Term, Termination & Suspension:

Your access to an Online Course and or CLO Academy Online will be valid from the date of your subscription and your access to CLO Academy or specific courses shall expire upon the earlier of: (i) the end date specified at enrollment/Order Form; or (ii) the termination or expiration of your underlying software licensing agreement with CLO.

We may terminate your Online Enrollment at any time for any reason, with or without cause. We specifically reserve the right to terminate your access to CLO Academy Online if you violate any of the Terms outlined herein, including, but not limited to, violating our or a third party’s intellectual property rights, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. At the termination of your subscription, any terms that would be expected to survive termination by their nature, such as the intellectual property and liability terms, shall remain in full force and effect.

Please be advised that terminating your access to CLO Academy Online does not entitle you to a refund on any monies spent with us.

Upon termination of your Online Enrollment:
i. your license will be revoked and you will no longer have access to Online Courses or CLO Academy Online; and
ii. any fees paid in respect of the Online Courses or CLO Academy Online are non-refundable.


Your Obligations:

You must not share your login information with any third party, and if you discover that such information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes in your identifying information.

Providing false or inaccurate information, or using the Online Course or CLO Academy Online to further fraud or unlawful activity is grounds for immediate termination of your Online Enrollment.


Acceptable Use:

You agree not to use the Online Course or CLO Academy Online for any unlawful purpose or any purpose prohibited under these Terms. You agree not to use the Online Course or CLO Academy Online in any way that could damage the Online Course or CLO Academy Online, our website, our services, or our general business. You further agree not to use the Online Course or CLO Academy Online to:
i.           Harass, abuse, or threaten others or otherwise violate any person’s legal rights;
ii.         Violate any of our or a third party’s intellectual property rights;
iii.       Upload or otherwise disseminate any computer viruses or other software that may damage our property or the property of another;
iv.       Perpetuate any fraud;
v.         Engage in or create any unlawful gambling, sweepstakes, or pyramid schemes;
vi.       Publish or distribute any obscene or defamatory material;
vii.     Publish or distribute any material that incites violence, hate, discrimination towards any group; or
viii.   Unlawfully gather information about others.

If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.


Publishing Online Course Content:

Under no circumstances may you share, reproduce, distribute, or upload the actual Online Course or any course or CLO Academy Online materials.

We ask that you please provide accreditation to us by reference or hashtag if you make a general social media publication about an Online Course or CLO Academy Online. We reserve the right to require you to remove any such publications or remove any accreditation to us.


Electronic Communications:

When you use the Online Course and or CLO Academy Online or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. 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.


Intellectual Property:

The Online Course and or CLO Academy Online, and its content, features, and functionality are owned by CLO, its licensors, or other providers of such material and is protected by copyright and other laws and international treaty provisions. Except for the licenses explicitly granted in these Terms, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Online Course and or CLO Academy Online (including but not limited to digital assets, content, art work, slides in the Online Course and or CLO Academy Online) and our intellectual property, ownership of which is retained by CLO and its affiliates, as applicable.


Reverse Engineering & Security:

You agree not to undertake any of the following actions:
i.        Copy, reverse engineer, or attempt to reverse engineer or disassemble any content, code or software from or on the Online Course and or CLO Academy Online; or
ii.      Violate the security of the Online Course and or CLO Academy Online through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.


Disclaimer & No Warranties:

While our Online Courses have been prepared with every effort to help you develop the relevant CLO software skills, any information provided as part of an Online Course is general in nature.

Our Online Courses do not take into account your personal circumstances. Many factors will be important in determining whether you achieve any actual results in relation to your skill development and there is no guarantee that you will be able to achieve any specific results within any timeframe, or at all.

The Online Courses are provided for information purposes only. You acknowledge and agree that any information posted in the Online Course, CLO Academy Online, and or on our website is not intended to be legal advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Online Course and access to CLO Academy Online is at your own risk. We do not assume responsibility or liability for any advice or other information in the Online Course, CLO Academy Online, or on our Website.

NEITHER CLO, ITS AFFILIATES, LICENSORS AND THIRD PARTY PROVIDERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "CLO PARTIES"), MAKE ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THAT THE ONLINE COURSE OR CLO ACADEMY ONLINE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR ONLINE COURSE AND OR CLO ACADEMY ONLINE OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH OUR SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE ONLINE COURSE AND OR CLO ACADEMY ONLINE IS AT YOUR SOLE RISK.

THE ONLINE COURSE AND ANY CONTENT APPEARING ON THE ONLINE COURSE AND OR CLO ACADEMY ONLINE 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 THE ONLINE COURSE AND OR CLO ACADEMY ONLINE. 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.


Limited Liability

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.

IN THE EVENT ANY CLAIM RELATING TO THE PERFORMANCE OR NONPERFORMANCE BY CLO PURSUANT TO THESE TERMS, OR IN ANY OTHER WAY CONCERNING THE ONLINE COURSE AND OR CLO ACADEMY ONLINE 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 THE ONLINE COURSE AND OR CLO ACADEMY ONLINE 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 THE ONLINE COURSE AND OR CLO ACADEMY ONLINE.

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.

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.

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 SITE, INCLUDING, WITHOUT LIMITATION, BY ANYONE OTHER THAN AUTHORIZED CLO EMPLOYEES WHILE ACTING IN THEIR OFFICIAL CAPACITIES.


Collection Notice and Privacy

We may collect personal information about you through providing you with our Online Course and access to CLO Academy Online, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy, accessible here: https://legal.clo-set.com/privacy.

Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

By agreeing to these Terms, you agree to be bound by the clauses outlined in our Privacy Policy.


Data Loss

We do not assume or accept responsibility for the security of your and or CLO Academy Online account or content. You agree that your participation in the Online Course and or CLO Academy Online or use of our website is at your own risk.


Indemnification

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 the Online Course, CLO Academy Online, your violation of these Terms and/or any breach of your representations and warranties set forth above and/or if content you post causes us to be liable to another.


Third Party Services, Content, Terms, and Websites

The Online Courses and or CLO Academy Online may be powered by goods or services provided by third parties (including third party platforms) and therefore may be subject to the terms and conditions of those third parties. Your use of any Online Course and or CLO Academy Online is subject to any applicable third-party terms and conditions and you agree to familiarize yourself with all applicable third-party terms and conditions.

To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault or error of any Online Course or CLO Academy Online or any issues experienced in your Course Enrollment.

The Online Courses and CLO Academy Online may contain text, images, data and other content provided by a third party and displayed in the information provided through the Online Courses and or CLO Academy Online (“Third Party Content”).

We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

The Online Courses and CLO Academy Online may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.

Inclusion of any linked website on any Online Course and or CLO Academy Online does not imply our approval or endorsement of the linked website.


Service Interruptions

We may need to interrupt your access to Online Courses and or CLO Academy Online to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Online Courses, CLO Academy Online and/or our website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.


Changes to Terms

We may, from time to time and at any time without notice to you, modify these Terms. You agree that we have the right to modify these Terms or revise or edit anything contained herein. You further agree that all modifications to these Terms are in full force and effect immediately upon posting on our website, CLO Academy Online and/or the Online Course and that modifications or variations will replace any prior version of these Terms, unless prior versions are specifically referred to or incorporated into the latest modification or variation of these Terms.  

If you do not agree to the revised Terms, you must stop using the Online Course and CLO Academy Online. Your continued use of the Online Course and or CLO Academy Online following any revision to these Terms signifies your assent to and acceptance of the revised Terms.


Changes to Online Course and or CLO Academy Online Content

You agree that we retain the unfettered right to modify any aspect of the Online Course and CLO Academy Online at any time without notice. You acknowledge that we have been, are, and will be constantly making changes to the Online Course and CLO Academy Online. These changes include modifications to features, functions or abilities of any element of the Online Course and CLO Academy Online.   


Severability

The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.


Equitable Remedies

You acknowledge that the rights granted and obligations made under these Terms to CLO are of a unique and irreplaceable nature, the loss of which shall irreparably harm CLO and which cannot be replaced by monetary damages alone. Accordingly, CLO shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Online Course and or CLO Academy Online, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Online Course and or CLO Academy Online or any content or other material used or displayed through the Online Course and or CLO Academy Online and agree to limit your claims to monetary damages (but only to the extent permissible under these Terms).


Disputes

In the event of any dispute, controversy, claim, question or disagreement (a “Claim”) arising out of or related to this Agreement or the breach thereof, any issue that arises under this Agreement, prior to taking any other dispute resolution measure, the parties agree to attempt to resolve the dispute amicably and informally to help get the parties to a resolution and control costs for both parties. The parties agree to make a good-faith effort to negotiate any dispute between the parties for at least thirty (30) calendar days (“Informal Resolution”). If the parties fail to resolve such Claim amicably, any Claim arising out of or related to this Agreement shall be subject to the exclusive governing law, jurisdiction and venue of the state of New York County, New York and the federal courts located in the Southern District of New York, without recourse to the principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Notwithstanding the foregoing, nothing in the foregoing will prevent CLO from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.


Assignment

You may not transfer or assign any of the rights or licenses granted to you hereunder without our prior written consent therefore. However, we may transfer or assign all or a part of our rights or responsibilities under the Terms to any person or entity without your consent.


Enforceability, Entire Agreement & Non-Waiver

These Terms are deemed accepted upon any use of the Online Course and or CLO Academy Online. These Terms and any additional terms referenced herein constitute the entire agreement between you and CLO regarding the use of the Online Course and or CLO Academy Online.

Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect.


Force Majeure

We are not liable for any loss, damage, or penalty resulting from 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.


Notices

We may notify you by posting(s) made within the Online Course, CLO Academy Online, and or sending you an e-mail or using other ways of communicating with you based on the contact information you provide to us. Any notice to CLO required according to these Terms must be in writing, sent by both email and by mail, and addressed to legal@clo3d.com and CLO Virtual Fashion, Attn: Legal Department, unless we have provided a more specific method of notifying us.