The Fabric Digitization Service Additional Terms ("Additional Terms") govern your use of the Fabric Digitization Service (“Service”) 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 the Fabric Digitization Service.

1. Definitions

1.1 “Digitize” or “Digitization” means the process of digitally measuring and capturing the physical properties and surface appearance of Fabrics.

1.2 “Digitized Fabric(s)” means the digital renderings of the Fabric(s) created through the process of Digitization, which include the captured physical properties and surface appearance of the original Fabric(s).

1.3 “Fabric Digitization Service” or “FDS” or “Service” means the fee-based Digitization service that CLO provides to create Digitized Fabrics.

1.4 “Fabric(s)” means the physical textile materials, textile products, and/or other related physical items you wish to Digitize through the Service.

2. Services and Terms of Use of FDS

2.1 FDS Order. To use the Fabric Digitization Service, you must first submit the FDS Order Form by filling out the customer information and fabric information (collectively referred to as the "Necessary Information"). After submission of the FDS Order Form, CLO will contact you at the email address provided in the Order Form with the quotation,  shipping guideline and test standard of Fabrics. You may modify your FDS Order before it has been confirmed. For confirmed FDS Orders, modifications can only be made by directly contacting us.

2.2 Transfer of Fabrics. You are responsible for delivering the Fabrics listed in the applicable FDS Order to the designated shipping address according to the shipping guideline. For avoidance of doubt, you assume all responsibilities and costs for delivering, which includes but not limited to export and import formalities, fees, freights, storages, duties, wear-and-tears, insurance, taxes and penalties or damages if the Fabrics transferred are deemed to be noncompliant with customs/shipping regulations or assuming third party liabilities. If CLO or any of CLO’s Affiliates is held liable to bear any of the liabilities or suffered any loss from the transfer of Fabrics, CLO is entitled to claim full compensation from you.

2.3 Service Obligations. CLO is not obligated to provide the Service if you fail to (a) provide us with the Necessary Information, (b) follow the shipping guideline, or (c) send Fabrics that match the test standard. 

2.4 Disclaimer; Unsuitable Fabrics. CLO does not warrant or guarantee that all or any particular Fabrics you send will be deemed suitable for the Service. You acknowledge and agree that: (a) such determinations may be made by CLO at its sole reasonable discretion and (b) any Fabric deemed unsuitable for the Service shall be disposed of at CLO's sole discretion.

2.5 Retrieval through CLO-SET. If you choose to have the Digitized Fabrics delivered through CLO-SET, you will need to log into your CLO-SET account. If you do not have one, you must create a CLO-SET account to retrieve Digitized Fabrics. Your use of CLO-SET shall be governed by the CLO-SET Additional Terms, which could be found at https://legal.clo-set.com/additional-closet. ALL PHYSICAL FABRICS WILL NOT BE RETURNED AND MIGHT BE DISPOSED AT CLO’S SOLE DISCRETION BY DEFAULT. PRIOR WRITTEN CONSENTS SHALL BE MADE IF YOU WOULD LIKE THE PHYSICAL FABRICS TO BE RETURNED TO YOU AFTER TESTING, WHERE CLO IS ENTITLED TO LEAVE FURTHER REQUIREMENTS AND CHARGES ON THE FABRICS IF RETURN OF FABRICS IS REQUESTED.

2.6 Limited Use of Confidential Information and Fabrics. CLO and its Affiliates will not disassemble, reverse engineer, attempt to determine the underlying chemical composition of, or replicate in any way the Fabrics or any samples, products, or prototypes embodying your Confidential Information, except as necessary for CLO to perform its FDS obligations.

2.7 Terms of Use of Fabrics. For any Fabrics shipped to CLO, CLO warrants that CLO and/or its Affiliates will retain control of the Fabrics and will only allow employees of CLO and/or its Affiliates to handle or otherwise access or use the Fabrics—solely to the extent permitted by these Terms.

2.8 Test Report. Upon successful Digitization of any Fabric, a Test Report will be provided to you. A "Test Report" is a document verifying whether the Fabrics have been successfully Digitized. Test Reports will only be provided when Physical Properties Testing and 3D Validation are performed. A successful Test Report result does not represent or guarantee exceptional performance, quality, effectiveness, or shape of the Digitized Fabrics.

3. Data Collection and Privacy

3.1 Any necessary personal information and data CLO collects to perform the Service shall be processed in accordance with all applicable data privacy laws. Please see our Privacy Policy which could be found at, https://legal.clo-set.com/privacy (for Chinese users, see https://legal.clo-set.cn/privacy), for how CLO collects, stores, and uses the information you provide.

3.2 The data you’ve provided or data created in the performance of the Service shall be used solely (A) for the purposes of carrying out the parties’ obligations under this Agreement; (B) for CLO’s and/or its Affiliates’ research and analytical purposes provided that the applicable data does not identify Customer, the Fabric Owner, or the Fabric supplier (“Anonymized”); (C) for the purposes of maintaining the security and integrity of the Service; and (D) to respond to any legitimate law enforcement or legal request. 

4. Intellectual Property. Each party retains all rights, titles, and interests in and to its own intellectual property. The Fabrics are considered your background intellectual property and will remain your sole and exclusive property. You would also retain full intellectual property right of the Digitized Fabrics. Except as set forth herein, this Agreement does not grant any license or other rights to either party.

   
   

5. Affiliates. You acknowledge and agree that in providing the Service, CLO may have its Affiliates to engage in activities in connection with the Service on behalf of CLO, including: (A) receiving and/or digitizing the Fabrics, (b) performing the FDS, and (c) receiving your Confidential Information. CLO shall be fully liable for any act or omission of any such Affiliate in breach of this Agreement.