CLO-SET Additional Terms
Last updated as of
Sep 2, 2024
The CLO-SET Additional Terms (“Additional Terms”) govern your use of CLO-SET (“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 CLO-SET related services.
Definitions.
“Administrator(s)” or “Admin(s)” means the End Users who you designate to administer the Services to other End Users.
“Customer Data” means all raw data related to you and End User’s use of the Service, including User Content and personal data.
“End User” means an individual natural person who is authorized to access and use the Service.
“Group” means the top-level organizational unit in CLO-SET consisting of six (6) successive levels of child organizational units in the following descending order: Group > Company > Brand > Line > Season > Workroom > Style.
“Measurement Period” means a recurrent period of thirty (30) consecutive days starting from the first day of the Subscription Term, unless otherwise stated in the Terms.
“Role-Based Access Control (“RBAC”)” means the access-levels (or permission levels) for End Users.
“Subscription Plans” means the various CLO-SET subscription plans consisting of CLO-SET Free Plan, CLO-SET Advanced Plan, CLO-SET Standard Plan, CLO-SET Premium Plan and CLO-SET Enterprise Plan—each with its own set of features and pricing.
“Subscription Fee” means the Fees due to CLO for your access and use of the Service, under the applicable Subscription Plan including other applicable fees as determined by CLO, or in the applicable separate agreement or Order Form executed between the parties..
“Subscription Term” means the period during which you are entitled to access and use the Service for which the applicable Fees have been paid.
“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 CLO-SET accounts in using the Services.
“User Manual” means the detailed instructions about administration and management of the Service set forth at https://support.clo-set.com/hc/en-us/categories/360000184736-Manual.
1 Licenses
1.1 License Grant. Subject to and conditioned upon your continuous compliance with the Terms, CLO hereby grants you, for the limited duration of the applicable Subscription Term, a nonexclusive, non-sublicensable, non-transferable, non-perpetual, revocable, limited License (“License”) to use the Services solely
(a) for your own Internal BusinessNeeds (and not for lease, license, or resale) or,
(b) for the Internal Business Needs of the Legal Entity whose Group Account (as defined below) you have been granted access to.
In case you have been granted access to the Services from a Qualified Academic Institution, CLO hereby grants you the License solely for learning, training, and academic purposes of such academic institution (and not for lease, license, or resale) .
1.2 User Content. 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 4 of this Additional Terms and except any content that CLO has licensed to you.
1.3 Concurrent Access to Services. End User’s Accounts may only be provisioned, registered, and used by a single End User. For clarity, an End User’s Account shall not be used as a shared account or accessed by multiple End Users on a time-sharing basis. Concurrent access is restricted to one browser and one device at a time.
2. Subscription Plans
2.1 Effective November 5th, 2024, we will be discontinuing the CLO-SET Advanced Plan. Please see below for further information.
2.2 CLO-SET Free Plan
2.2.1 Sign-Up. When you sign-up for CLO-SET, you are enrolled into the CLO-SET Free Subscription Plan, by default.
2.2.2 Pricing. The CLO-SET Free Plan is offered at no cost.
2.2.3 Starting from Nov. 5th, 2024, CLO-SET Free Plan will be limited to up to 3 users, 1 workroom and 10 uploads per Group. And such limitations may be subject to modifications from time to time upon CLO’s sole discretion.
2.3 CLO-SET Advanced Plan (will not be provided after Nov. 4th, 2024)
2.3.1 Sign-Up. You may sign-up for the CLO-SET Advanced Plan directly on our website, under the pricing page.
2.3.2 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.
2.3.3 Pricing and Payment. Under the CLO-SET Advanced Plan, you agree that, (A) for online payments, 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 and (B) for invoice payments, Service shall not be subject to automatic renewals and you must renew the License upon expiration of the applicable Subscription Term by notifying CLO and make a subsequent purchase through an Order Form.
“Paying User” means any End User who has an access right of “Admin,” “Collaborator,” or “Editor” in the Group during the applicable Measurement Period.
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”).
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”).
2.3.4 Credits. 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”).
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”).
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 Plan.
If you elect to downgrade from a CLO-SET Advanced Plan to the CLO-SET Free Plan, any remaining Deduction Credits will also expire.
2.3.5 True-Up Fee. This section only applies if you purchase the Service under an Order Form.
Upon the expiration of the applicable Subscription Term, if there is a discrepancy between the total of all actual Paying User fees for Accounts active during the Subscription Term and the Projected Hosting Fee (as defined below), plus any Excess Rendering Fee (as defined below), you will be required to pay a true-up fee. "Projected Hosting Fee" is calculated by multiplying the projected number of active Paying User Accounts by the Paying User rate by the Measurement Periods in the Subscription Term. "Excess Rendering Fee" means the fees you are required to pay CLO in the event you exceed the monthly cap of gigabytes you may use in a given Measurement Period.
CLO will send you an invoice for the respective true-up fee. For avoidance of doubt, such invoice is different from the invoice for the Subscription Fee set forth in the Order Form.
2.3.6 Late Payment. If, for whatever reason, you 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 Plan will automatically terminate and be downgraded to a CLO-SET Free Plan.
2.3.7 Taxes. For clarity, the Subscription Fee is NOT 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 the Terms 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.
2.3.8 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.
2.3.9 Downgrading or Canceling Subscription.
Effective Date. If you want to downgrade from the CLO-SET Advanced Plan to the CLO-SET Free 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”).
No Refunds. In the event of a Downgrade or Cancellation, no refunds of any prepaid Fees will be issued, unless required by law.
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.
2.4 CLO-SET Standard Plan and CLO-SET Premium Plan (Effective from November 5th, 2024). Effective November 5th, 2024, we will be discontinuing the CLO-SET Advanced Plan. In its place, we are introducing two new Subscription Plans: the CLO-SET Standard Plan and the CLO-SET Premium Plan. Please review the details of these changes below:
2.4.1 Sign-Up. You may sign up for the CLO-SET Standard Plan and CLO-SET Premium Plan directly through our website.
2.4.2 Advanced Features Access. Under both the CLO-SET Standard Plan and CLO-SET Premium Plan, you will have access to the features available under the CLO-SET Free Plan, along with additional advanced features. Please refer to the Pricing Plan page, available at https://style.clo-set.com/service/pricing/renewal (“Pricing Plan”) for further details and comparison of the advanced features. Please note that any "per user" usage limit for these advanced features (e.g., rendering) shall be defined as "per Paying User" within a Group.
2.4.3 Pricing and Payment Terms.
Online Payments: For online payments, in advance of each Measurement Period, your Group Admin will be required to auto-pay the Subscription Fee for each Paying User in the Group at the rate specified on the Pricing Page, per Paying User, per Measurement Period.
Invoice Payments: For invoice payments, the Service shall not be subject to automatic renewals. Upon expiration of the applicable Subscription Term, you must renew your License by notifying CLO and make a subsequent purchase through an Order Form.
Measurement Period: Effective November 5th, 2024, the Measurement Period will change from 30 consecutive days to a calendar month, starting from the first day of the Subscription Term.
Paying User: For the purpose of calculating the Subscription Fee due for the applicable Measurement Period, “Paying User” means any End User who has an access right of “Admin,” “Collaborator,” “Editor” or “Viewer” in the Group during the applicable Measurement Period.
For the purpose of calculating the Subscription Fee due for the applicable Measurement Period, an End User counts as a Paying User as of the date he or she (A) is granted the permission of access (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).
2.4.4 Credits.
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”).
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”).
Deduction Credits have no currency or exchange value, are non-transferable, and non-refundable, and will expire following the termination of your CLO-SET Standard Plan or CLO-SET Premium Plan.
If you elect to cancel, as set forth in Section 2.4.10 your subscription from CLO-SET Standard Plan or CLO-SET Premium Plan to the CLO-SET Free Subscription Plan, any remaining Deduction Credits will also expire.
2.4.5 True-Up Fee.
Upon the expiration of the applicable Subscription Term, if there are any Additional Credits or if you exceeded the usage cap of any advanced features (such as rendering usage, and/or CLO-SET API calls), resulting in additional fees ("Exceeded Feature Usage Fee"), you will be required to pay a true-up fee. The true-up fee will be the total of the Additional Credits and any applicable Exceeded Feature Usage Fee accrued during the applicable Subscription Term (“True-Up Fee”).
For online payment users, the respective True-Up Fee will be automatically charged to your credit card or debit on the next Measurement Period. For invoice payment users, we will issue an invoice for the respective True-Up Fee. For avoidance of doubt, such invoice is different from the invoice for the Subscription Fee set forth in the Order Form.
2.4.6 Late Payment. If, for whatever reason, you 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 Standard Plan or CLO-SET Premium Plan will automatically terminate and be downgraded to a CLO-SET Free Plan.
2.4.7 Taxes. For clarity, the Subscription Fee is NOT 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 the Terms 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.
2.4.8 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.
2.4.10 Upgrade, Downgrade, Cancellation
Upgrade. If you wish to upgrade from CLO-SET Free Plan to a paid Subscription Plan, or if you wish to upgrade from CLO-SET Standard Plan to CLO-SET Premium Plan (“Upgrade”), you may make such an election via the Admin Console or the Pricing page. Please note that any Upgrade will not take effect until the expiration of the then-active plan you are planning to upgrade. (“Upgrade Date”).
Downgrade and Cancellation. If you wish to downgrade from the CLO-SET Premium Plan to the CLO-SET Standard Plan (“Downgrade”), or cancel your subscription to the CLO-SET Premium Plan or CLO-SET Standard Plan to CLO-SET Free Plan (“Cancellation”), you may make such an election via the Admin Console or the Pricing page. Please note that any Downgrade or Cancellation will not take effect until the next Billing Date (“Downgrade Date” or “Cancellation Date”).
Credits. Upon any Upgrade Date, Downgrade Date, or Cancellation Date, you will be required to pay any applicable True-Up Fees on the respective date, as set forth in Section 2.4.5.
2.4.11 Two-Month Trial Period. New users purchasing the CLO-SET Standard Plan or CLO-SET Premium Plan, as well as existing users subscribed to the CLO-SET Free Plan or CLO-SET Advanced Plan with a Subscription Term expiring after November 5th, 2024 who wish to purchase the CLO-SET Premium Plan or CLO-SET Standard Plan, will be eligible for a two-month trial period of the selected plan (“Trial Period”). During this Trial Period, you will have full access to the features and benefits of the chosen plan without incurring any subscription charges, though any Excess Feature Usage Fees, if applicable, will still apply.
To qualify for the Trial Period:
Online Purchases: Users must submit their credit card information on the applicable purchasing webpage. For existing users making a subsequent purchase, you must resubmit your credit card information on or before the expiration date of the then-active CLO-SET Advanced Plan ("Plan Change Date").
Order Form Purchases: Users must directly contact our team to make the purchase through an Order Form.
If an existing user making a subsequent purchase fails to resubmit their credit card information or process an Order Form before the Plan Change Date, or if any user does not make a subsequent purchase, their current plan will be automatically canceled, and they will be enrolled in the CLO-SET Free Plan. Users enrolled in the CLO-SET Free Plan will have limited access to features and functionality compared to paid Subscription Plans.
2.4.12 No Refund. In the event of a Downgrade or Cancellation or purchase of paid Subscription Plan, no refunds of any prepaid Fees will be issued, unless required by law.
2.5 CLO-SET Enterprise
2.5.1 Sign-Up The CLO-SET Enterprise plan is only offered under a separate written agreement or an Order Form executed by you and CLO. To find out more, please contact us at hello@clo-set.com.
2.5.2 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 or an Order Form executed between you and CLO.
2.6 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 or an Order Form, the number of rendering requests that may be submitted concurrently at any one time is limited to one-hundred (100).
2.7 Changes. For all Subscription Plans except CLO-SET Enterprise, CLO may change Subscription Plan terms and conditions, including pricing, from time to time. For any changes involving features or pricing, CLO will notify you in advance of any such changes by revising the date at the top of the Terms. In some cases, we may provide you with additional notice such as by email or in-service notice.
3. Group Admin
3.1 Introduction. This Section 3 will apply to you if you are accessing CLO-SET as an Administrator of a Group ("Group Admin"). If you are authorized to administer a certain Group on behalf of a Legal Entity, “you” and “your” shall refer to such Legal Entity and you warrant that you are authorized to agree to the Terms and access the Services on behalf of such Legal Entity.
3.2 Fees. Any and all Fees due to CLO under the Subscription Plans are calculated on a Group-specific basis and charged to the Group Admin. If you are purchasing the Service under an Order Form, you must pay the Fees according to the payment terms in the Order Form. 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.
3.3 Administration Console.
3.3.1 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. As between you and CLO, you are responsible for: (a) managing access to Admin accounts and (b) any use of the End User accounts. You agree that CLO’s responsibilities do not extend to your internal management or administration of the Services or any End Users.
3.3.2 Consents. You will be responsible to obtain and maintain from End Users all consents to the Terms to allow (a) End Users’ use of the Services; (b) the accessing, storing, and processing of your data under the Terms, and (c) CLO to deliver the Services. You also agree to take all necessary steps to ensure that End Users are fully informed of and consent to the Terms before utilizing the Services.
3.3.3 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.
4 User Content and Data.
4.1 Private User Content: All User Content will be presumed to be, and treated as, “Private User Content”, except for any Public User Content (as defined below in Section 4.2). Subject to Raw Data and Derived Data (as defined below in Section 4.6):
4.1.1 We do not claim ownership in any of your Private User Content.
4.1.2 You retain ownership of any intellectual property rights that you hold in such Private User Content.
4.1.3 You control who can access your Private User Content.
4.1.4 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.
4.1.5 Unless we obtain your prior written consent, we will not use your Private User Content for marketing or promotional campaigns.
4.2 “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 other CLO services, (b) by enabling the embed feature on publicly available platforms for said User Content, (b) 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.
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 4.4 (entitled, “License to CLO for Private User Content”), Section 4.5 (entitled, “License to CLO for Public User Content”) and Section 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 Section 4.5 and Section 4.7 (entitled, “License to Other Users for Public User Content”) of the Additional Terms, as applicable.
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 in each instance.
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 download, reproduce, distribute,transmit, display, perform, create derivative works based on) 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.
4.6 Raw Data and Derived Data
4.6.1 “Raw Data” means your User Content--including both Private User Content and Public User Content. Raw Data belongs to you.
4.6.2 “Derived Data” means any new anonymized and aggregated information or derivative works generated through analysis and/or other processing of Raw Data. 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 any licenses issued hereunder.
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 Derived Data.
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.
4.6.5 Notwithstanding any other provision of this Additional Terms, nothing in this Section or this Additional Terms 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.
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 CLO-SET and other Services, such as embed function, or similar public-facing functionality, as may be developed by CLO from time to time, and to use that Public User Content, only to the extent permitted by the intended functionalities of the Service. 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.
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 the Terms.
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 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:
4.9.1 It is solely your choice to so share your User Content;
4.9.2 CLO cannot control third parties with whom you have shared your User Content; and
4.9.3 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.
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, solely to respond to service or technical problems or at your request, or as required by law. If you delete any User Content that you stored in your End User Accounts, CLO will retain the deleted User Content for a 30-day period during which you may request retrieval. After this 30-day period, CLO shall not be responsible or liable for your actions such as deletion, loss of, or failure to retrieve any User Content. 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.
4.11 Data Limitations. Except as otherwise provided in this Section 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 the Terms.
5. Unauthorized Activities. You agree not to use the Services to, and not to allow End Users or any third-party controlled by you to use the Services to:
sell, resell, or lease the Services;
advertise or promote a commercial product or service that is not available through CLO;
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;
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;
interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks intentionally;
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;
harass or interfere with another user’s full use and enjoyment of the Services;
send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or
cause, in the parties’ mutual discretion, inordinate burden on CLO’s system resources (i.e. bandwidth) in a way that materially affects Customer’s ability to use the Services;
use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury;
reverse engineer the Services, or attempt or assist anyone else to do so, unless this restriction is prohibited by law;
use the Services, including the export or re-export of Customer Data, in violation of Export Control Laws;
violate or circumvent any service limits of the Services or otherwise configure the Services to avoid service limits;
utilize any equipment, device, 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;
establish a CLO-SET account as an individual for personal, family, or household purposes; or
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.
5 Third-Party Apps and Integrations
5.1 If you use any third-party service or applications in combination with the 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.
5.2 You will comply with any API limits associated with the Subscription Plan purchased by you.
5.3 For the purposes of this section, “Third-Party Apps and Integrations” means any applications not developed or co-developed by CLO.
6 Term, Termination, and Suspension
6.1 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).
6.2 Suspension.
6.2.1 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 Section 7.2 of the General Terms (Unauthorized Activities) and Section 5 (Unauthorized Activities) and Section 6.2.2 (Emergency Suspension) of the Additional Terms. Any suspension under those Sections will be to the minimum extent required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.
6.2.2 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.
7 Security.
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:
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.
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.
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.
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”).
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.
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.
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.
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.
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.
7.1.10 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.
7.1.11 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.
7.2 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.
7.2.1 Security Training. CLO-SET requires all engineers to participate in security training operated by the government of South Korea at least once a year.
7.2.2 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.
7.2.3 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.
7.2.4 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/.
7.3 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.
7.3.1 Role-Based Access Control (“RBAC’). RBAC defines granular access privileges and governs access to data within CLO-SET.
7.3.2 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.
7.3.3 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.
7.4 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.
7.5 Support. CLO will attempt to assist you with any queries or support requests that arise from your use of the Services and are submitted at hello@clo-set.com.
7.6 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.