CLO-SET CONNECT Additional Terms
Last updated as of
Feb 20, 2024
Replaces and supersedes all prior versions.
These CLO-SET CONNECT Additional Terms govern your use of CLO-SET CONNECT (or "CONNECT") and user-generated digital three-dimensional("3D") content provided therein. The CLO-SET CONNECT Additional Terms are incorporated by reference into the CLO General Terms of Use ("General Terms"). These CLO-SET CONNECT Additional Terms and the General Terms are collectively referred to as "CONNECT Terms". Capitalized terms not defined here have the same meaning as those terms defined in the General Terms. In the event of any conflict between the General Terms and CONNECT Terms, the CONNECT Terms shall prevail and govern your use of CONNECT, including the user-generated 3D content provided therein.
By accessing and using CONNECT, downloading Items, purchasing or otherwise acquiring licenses to the Items, viewing or browsing Items, or otherwise indicating your acceptance of these CONNECT Terms, you are agreeing to be bound by these CONNECT Terms. If you do not or cannot agree to the CONNECT Terms, please do not download Items, purchase or otherwise acquire licenses to the Items, or otherwise use the services provided in CONNECT.
1. How CONNECT Works.
1.1 CLO-SET CONNECT is an online platform operated by CLO, where user-generated 3D content ("Item(s)") or licenses in and to such Items are displayed, traded, or communicated. For clarity, other media such as text, screenshots, images, videos or other content and information related to the Items which are submitted to CONNECT when uploading Items shall be considered part of the Items to which they relate.
1.2 Items on CONNECT are categorized into five (5) groups, "Garment", "Avatar", "Fabric", "Trim", and "Scene", which may be expanded further in the future ("Category(ies)"). Avatar Category includes "Avatar Body", the objects which Garment can be draped on, and "Avatar Accessory", the Items which can be attached or applied to Avatar Body, including hair, shoes, headgears, glasses, accessories, and pose. Items of each Category may be subject to different terms and conditions under these CONNECT Terms.
1.3 CONNECT provides various functionalities. For example, in "Store", users can acquire licenses in and to Items either for a fee or for free and download such Items. In "Gallery" or "Contest", users can view or browse Items of other users' and communicate about such Items, but are not able to download.
1.4 You can access CONNECT, view or browse Items, purchase or otherwise acquire licenses in and to ("Acquire") Items, download and use Items, like or leave comments on Items, or otherwise use CONNECT in accordance with these CONNECT Terms in capacity as a "User".
1.5 You can also upload, post, transmit, or otherwise make Items you created available via CONNECT (a) for display; (b) for other Users to Acquire, download and use such Items, including making use of such Items in Digital Space, in accordance with the CONNECT Terms (collectively, "Upload"), in capacity as a "Creator". CLO and/or its Affiliates may also Upload Items to be distributed on CONNECT and, in such capacity, CLO shall be deemed as a Creator under these CONNECT Terms.
2. License to Items
2.1 General.
2.1.1 If you access and use CONNECT in capacity as a User, specifically Acquire and download Items in Store, the terms and conditions in this section 2 govern your rights in and to the Items and use thereof.
2.1.2 Items on Store are offered either for a fee ("Fee-Based Item") or for free ("Free Item") which is decided by the discretion of the Creator who Uploads the respective Items. Fee-Based Items are made available under two different license types– Basic License and Extended License (collectively, "Fee-Based License")–, and you will be granted with different licenses to the respective Items according to the license type you purchase.
2.1.3 This section 2 constitutes a non-exclusive, legally binding agreement between any User that Acquires an Item from CONNECT and either (a) CLO; or, as the case may be (b) any Creator that offers and distributes its Items via CONNECT. Consequently, this section 2 shall apply regardless of whether an Acquired Item is provided by CLO or by a Creator (each, a "Licensor"). The subject matter of this section is to license to a User of any Items from Licensor via CONNECT. For Clarity, the Items are licensed, not sold.
2.1.4 By installing, copying, accessing, downloading or otherwise using the Items, User agrees to be bound to the provisions of this section 2. Each time you Acquire an Item, you enter into (or reaffirm your prior agreement to) this agreement with each Licensor granting you a license to the respective Item.
2.1.5 User hereby acknowledges that the applicable CONNECT Terms (and any dispute under them) for each of the Items is solely between the User and the Creator, and CLO shall not be responsible for, and shall not have any liability whatsoever under, any agreement, or any breach of agreement by Creator or any User. User also acknowledges and agrees that CLO does not have any obligation to attempt to resolve any dispute between the User and the Creator. User further acknowledges and agrees that CLO is a third-party beneficiary of the applicable CONNECT Terms and therefore will be entitled to directly enforce and rely upon any provision in those CONNECT Terms that confers a benefit on, or rights in favour of, CLO.
2.2 Eligibility.
2.2.1 You are only eligible for the Basic License if, at the time of the purchase, you are (i) an individual, natural person (e.g. hobbyist, member of the general public, student, etc.) purchasing licenses to Items for personal use—and not on behalf of a Legal Entity; or (ii) a One Person Company. If you purchase a Basic License when you are not eligible for, you must, upon request, pay CLO the remainder of what you would have owed had you purchased an Extended License you were eligible for.
2.2.2 Licenses to Free Items ("Free License") or Extended Licenses are available for all Users.
2.2.3 You represent and warrant that you are eligible for the respective licenses you Acquire and the information you provided regarding the eligibility and the intended use of Items is accurate at the time of Acquisition.
2.3 Use and Share of Items.
2.3.1 For the Items purchased under Basic License, only the individual person or the person that comprises the One Person Company who makes such purchase are permitted to access or use the Item in question. In no event shall Items purchased under a Basic License be shared with any person or entity other than the individual person or the person that comprises the One Person Company who makes such purchase.
2.3.2 If an Item is purchased or acquired under an Extended License or Free License, it may be accessed or used by (a) the person who purchases or otherwise acquires such licenses, (b) if the license is purchased or acquired on behalf of a Legal Entity, employees of such Legal Entity; or (c )any third-party contractors used by such Legal Entities in connection with a project involving the purchased Item; provided that in any such case, the Item must be used for the Internal Business Needs of the User. The User who purchases or otherwise acquires licenses will be responsible for compliance with these CONNECT Terms by any employees, third-party contractors, and/or any other persons who may have access to the Items through such Users.
2.3.3 If you acquire a license to a Free Item or purchase a license to a Fee-Based Item, and conditioned upon your payment of applicable license fee, you are granted a non-exclusive, non-transferable, non-sublicensable, limited, revocable, and worldwide license to download, use, reproduce, display, perform, modify, and create derivative work based on the Item(s) in accordance with these CONNECT Terms, specifically this section 2.
2.3.4 Design Source.
2.3.4.1 You may design your own Item (i) by making Modifications to a pre-existing Item you Acquired; or (ii) combining the Item with other Items or content you created or Acquired (collectively, "Derived Item"). In this context, "Design Source" means any Items used to design Derived Items, which is Acquired from CONNECT.
2.3.4.2 Except for Avatar Accessory, any Item you Acquired from CONNECT may be incorporated as a Design Source when designing your own Garment Item. Design sources for Scene Items does not include Items other than Scene Items.
2.3.4.3 Trim Items, Fabric Items, or Avatar Bodies that you have Acquired from CONNECT may only be Distributed in conjunction with Garment Items that utilize these Acquired Trim Items, Fabric Items, or Avatar Bodies as their Design Sources. Whether Modified or not, you are prohibited from Uploading Trim Items, Fabric Items, or Avatar Bodies Acquired from other users via CONNECT in the same format as originally Acquired.
2.3.5 Download Period. Please note that, in the event the Item you Acquired is deleted from the CONNECT by the applicable Creator or such Creator’s Account is closed, you may continue to download the Item off your account page on CONNECT for two (2) years beyond the date you Acquired such Item.
2.3.6 Revocable Licenses. Notwithstanding any other provision of these CONNECT Terms, the licenses granted under this Section 2 are revocable by CLO if we have reason to believe that you Acquired any Items or are using any of your rights set forth herein in a way that is fraudulent, or violates any law, other parties’ right, including Intellectual Property rights, or any provision of these CONNECT Terms.
2.3.7 License to View Only Items. For the Items uploaded only for display (i.e. Items Uploaded to Gallery, the "View-only Item"), you are granted a personal, non-exclusive, non-transferable, non-sublicensable, revocable, and limited right and license to (a) view the Item in question; and/or (b) communicate about such Items, including “like,” “comment”, or their functional equivalent practices. For clarity, View-only Items are not available for download and also you do not have the right or license to capture and share, publicize, or otherwise disseminate the View-only Item (i.e. by a screenshot for example) without the express consent of Creator who uploaded such View-only Item.
2.4 Use and Share of Projects.
2.4.1 You may develop projects by (a) utilizing and making Modification to the Item you Acquired on CONNECT; or (ii) combining the Item with other Items or content, regardless of how much or little of the Item is used (collectively “Project(s)”). For the purpose of this section 2, the Project includes Derived Items you designed incorporating other Items as Design Source. For enhanced clarity, the Projects must exhibit substantial added value beyond the inherent value of the incorporated Item and the Item shall function merely as a component of the Project, not its primary focus.
2.4.2 You may Distribute the Projects you developed in accordance with these CONNECT Terms, specifically this section 2.4 and subject to the license you are granted to the Item used in the development of such Project. “Distribute” means, with respect to an Item or a Project, to publish, market, sell, rent, lease, transfer, distribute, sublicense, provide, or otherwise make such Item or Project available to any other person or entity or make the Project’s functionality available on a network.
2.4.3 Distribution on CONNECT. Subject to any applicable restrictions in these CONNECT Terms, you may Distribute your Project on CONNECT. Except for the Distribution on CONNECT under this section 2.4.3, you shall not Distribute Projects (i) in any way that allows any third party to use, download, extract or access the Item as a stand-alone file (or group of files) or to incorporate Items into their own products, services, or other projects; or (ii) in a manner intended to allow or invite a third party to download, extract, redistribute or access the Item from which any Item, or any part thereof, or any substantially similar version of the Item can be separately exported, extracted or de-compiled into any modifiable or re-distributable form or format.
2.4.4 Distribution of Linear Media Projects. Subject to any applicable restrictions in these CONNECT Terms, you may Distribute a Project as a rendered linear media product which includes (a) rendered video files (e.g., broadcast or streamed video files, cartoons, movies, or images); and (b) images, created using Projects. For clarity, printing 2-dimensional representations of Items or Projects on physical articles shall be deemed as a use under this section 2.4.4.
2.4.5 Distribution of Other Projects. Subject to any applicable restrictions in these CONNECT Terms, you may Distribute a Project as an included dependency to end users. When you make such Distribution, you may, however, only authorize end users to make use of Item solely as incorporated in the Project and you must restrict end users from extracting or otherwise using Item outside of the Project. You and your end users may also use the Item as incorporated into the Project in promotional materials featuring the Projects. You may use third parties to market and Distribute a Project on your behalf in accordance with these CONNECT Terms. For clarity, if you Distribute your Project under this section 2.4.5, you shall not enable the end user of your Project to Distribute the Items for commercial gain or commercialize the Items within the Project.
2.4.6 Use and Distribution in Digital Space.
2.4.6.1 Subject to any applicable restrictions in these CONNECT Terms, you may use Items or Projects in Digital Space for your own personal use.
2.4.6.2 Subject to any applicable restrictions in these CONNECT Terms, you may Distribute Items or Projects in Digital Space, provided that you Acquired such Items or Items incorporated into such Project under either Free License or Extended License. In any case, you shall not Distribute the Item or Project (i) in any way that allows any third party to use, download, extract or access the Item or Project as a stand-alone file (or group of files) outside the Digital Space where the Item or Project have been originally Distributed; or (ii) make Items or Projects available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Item from which any Item, or any part thereof, or any substantially similar version of the Item can be separately exported, extracted or de-compiled into any modifiable or re-distributable form or format.
2.4.6.3 For the Purpose of these CONNECT Terms, "Digital Space" means any virtual-reality space in which users can interact with a computer-generated environment and other users, including open-world game and metaverse.
2.4.7 Physical Production.
2.4.7.1 Subject to any applicable restrictions in these CONNECT Terms, you may build actual garments based on Garment Items or otherwise create 3D physical representations of Items or Projects ("Physical Production") for personal or commercial use, provided that you Acquired such Items or Items incorporated into such Project under either Free License or Extended License ("Physical Rights").
2.4.7.2 Without limiting the foregoing, Physical Production of Trim Items, Fabric Items, Avatar Items, or Scene Items, regardless whether provided individually or included as a Design Source in Garment Items, is strictly prohibited.
2.4.7.3 No Depicted Intellectual Property. For additional clarity, Physical Rights do not include the right to reproduce depicted intellectual property, including any copyright, trademark, trade dress, right of publicity, or any other proprietary right, in any physical creation for any purpose. For example, a User may not make physical creations of a copyrighted character or manufacture garments bearing third party's Brand Features.
2.5 Item Use Restriction. You agree that you will not, and will not allow any third party to:
2.5.1 use the Item in violation of applicable law, regulations, or industry codes;
2.5.2 use the Item in any manner which violates the rights of a third party;
2.5.3 remove, disable, circumvent, or modify any proprietary notice or label included in the Item;
2.5.4 use, reproduce, duplicate, publicly display, publicly perform, copy, modify, adapt, translate, create derivative works based on, distribute, transfer, license, sublicense, rent, lease, lend, sell, trade, resell, or otherwise commercialize or monetize any Items that you have Acquired from CONNECT for any purpose except as permitted under these CONNECT Terms or otherwise specifically permitted in a separate agreement with CLO;
2.5.5 Distribute a Project if (i) it is so similar to the original Item incorporated therein that the Project cannot qualify as an original work of authorship or (ii) the primary value of the Project lies with the Item itself;
2.5.6 make Items or Projects available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Item from which any Item, or any part thereof, or any substantially similar version of the Item can be separately exported, extracted or de-compiled into any modifiable or re-distributable form or format;
2.5.7 without express authorization, monetize or commercialize an Item in a Project where the Project’s primary purpose is to create user-generated content; or
2.5.8 incorporate the Item into a logo, corporate name, trademark, service mark or other indicia of source.2.5.9 collect, aggregate, mine, scrape, or otherwise use Items (i) in datasets utilized by Generative AI Programs; (ii) in the development of Generative AI Programs; or (iii) as training inputs to Generative AI Programs.
2.6 Purchases and Payment.
2.6.1 User shall pay for the Fee-based License through Payment Processors, subject to the CONNECT Terms and the separate terms and conditions of any such Payment Processor. Any promotional code, offer, or discount provided to you to purchase or redeem for licenses on CONNECT may be subject to additional terms and conditions associated with the promotion, offer, or coupon. Any information you provide Payment Processors regarding payment information, bank account, payment methods, etc. is the responsibility of the Payment Processor to handle and process in accordance with applicable laws.
2.6.2 Except as expressly stated otherwise herein or in our Manual or on our CONNECT website or to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not these CONNECT Terms have been terminated.
2.6.3 You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of CONNECT or the purchase of Items through CONNECT, and that the reporting and payment of any such applicable taxes are your responsibility.
3. Creator's Grant of Licenses.
3.1 General.
3.1.1 If you access and use CONNECT in capacity as a Creator, specifically, upload Items you created (i) for display; and/or (ii) for other Users to Acquire, download and use Items, you agree to grant licenses to CLO or other Users under the terms and conditions set forth in this section 3.
3.1.2 This section 3 constitutes a non-exclusive, legally binding agreement between any User that Acquires an Item from CONNECT and either (a) CLO; or (b) any Creator who offers and distributes such Items via CONNECT. Consequently, this section 3 shall apply regardless of whether an Acquired Item is produced by CLO or by a Creator (each, a "Licensor"). The subject matter of this section is to license to a User of any Items from Licensor via CONNECT. For Clarity, the Items are licensed, not sold.
3.1.3 By Uploading or otherwise making available the Items, Licensor agrees to be bound to the provisions of this section 3. Each time an Item is Acquired by User, you enter into (or reaffirm your prior agreement to) this agreement with each User granting a license to the respective Item.
3.2 License to Other Users.
3.2.1 Licensor shall grant to Users who Acquired any Items the license as provided in these CONNECT Terms, specifically the section 2, unless otherwise agreed in writing by CLO. All Items that Licensors license via CONNECT shall be subject to these CONNECT Terms, unless otherwise agreed by CLO.
3.2.2 Creator hereby acknowledges that the applicable CONNECT Terms (and any dispute under them) for each of the Items is solely between the Creator and the User, and CLO shall not be responsible for, and shall not have any liability whatsoever under, any agreement, or any breach of agreement by Creator or any User. Creator also acknowledges and agrees that CLO does not have any obligation to attempt to resolve any dispute between you and the User. Creatorfurther acknowledges and agrees that CLO is a third-party beneficiary of the applicable CONNECT Terms and therefore will be entitled to directly enforce and rely upon any provision in those CONNECT Terms that confers a benefit on, or rights in favour of, CLO.
3.3 License to CLO.
3.3.1 You hereby grant CLO a non-exclusive, worldwide, non-transferable, and royalty-free license to copy, perform, display, transmit, Distribute, modify, use, and create a derivative works based on the Item(s) for administrative and demonstration purposes in connection with the operation, promotion and marketing of CONNECT or for the purpose of demonstrating or promoting Creator's Items.
3.3.2 You hereby grant CLO a non-exclusive license to Distribute the Item(s) from CONNECT, including authority for CLO to conclude the transaction for sale of Fee-Based Item(s) to Users on Creator’s behalf.
3.3.3 CLO may use consultants and other contractors in connection with the performance of obligations and exercise of rights under these CONNECT Terms, provided that such consultants and contractors will be subject to the same obligations as CLO. You understand and agree that you are giving us a perpetual, worldwide, irrevocable, royalty-free license to distribute your Item to industry technical experts, beta testers, applicable developers, or internal testers, for the purposes of ensuring or improving the safety and/or security of our Services.
3.3.4 You hereby grant CLO and its affiliates a worldwide, non-exclusive, royalty-free, perpetual license to collect, process, modify, arrange, aggregate, and analyze data relating to your Items, and to use such data for the purposes of our commercial exploitation, including, without limitation, statistical analysis, research, creation of new products or services, and/or improving the Services, provided that it is aggregated. For Clarity, any new anonymized information or derivative works generated through analysis and/or other processing of data ("Derived Data) belongs to us. We own all proprietary and Intellectual Property Rights to Derived Data and such ownership rights shall survive termination or expiration of these CONNECT Terms and/or any licenses issued hereunder. Notwithstanding any other provision of these CONNECT Terms, nothing in this Section 3.3.4 or these CONNECT Terms is intended to abridge any of your rights to your personal data or personally identifiable information under applicable laws and/or regulations. Any data processed by or through CONNECT and qualifies as personally identifiable information or personal data under applicable law (“Personal Data”) will be processed in accordance with such applicable law, our Privacy Policy, and this Section 3.3.4 on the lawful bases of Consent (e.g. your acceptance of our Privacy Policy and these CONNECT Terms), Legitimate Interest (e.g. to ensure security and to ensure your compliance with these CONNECT Terms), and/or Performance of Contract (i.e. to deliver the Services as set forth in these CONNECT Terms).
3.3.5 You understand and agree that CLO may retain and use copies of the Items in order for CLO to be able to fulfill any obligations towards Users that will survive the removal of an Items from CONNECT or termination of these CONNECT Terms.
3.4 Digital Stamp.
3.4.1 Creator may choose to authenticate their Items with Digital Stamp when Uploading the Items to CONNECT. "Digital Stamp" is a method to authenticate the authorship in and to the Items by "tokenizing" the respective Items, for example, as an ERC-721 token (each, an “NFT”) which is intended to be intended to be "non-fungible". For clarity, Digital Stamp or Items authenticated with Digital Stamp are not allowed to be sold, traded, or otherwise transferred to any party other than the original Creator of such Item. That means, even though a User Acquires Items authenticated with Digital Stamp, the User is only granted with the license in and to the Item in accordance with the section 2 and does not receive any ownership, right, title, or interest in and to such Item.
3.4.2 License to CLO. By choosing to authenticate your Items with Digital Stamp, in addition to the license you grant to CLO in accordance with section 3.3, you hereby grant to CLO and its Third Party Service providers a license to (a) reproduce your Items on computer servers (including software applications) owned, operated or controlled by or on behalf of CLO, and (b) publicly perform, transmit, and communicate to the public your Items via CONNECT through any technology or medium now known or hereafter created, including on an on-demand and through-to-the user basis.
3.4.3 In order to use Digital Stamp, you will need to provide a blockchain address and a third-party wallet (such as the web browser extension Metamask), which will be associated with your Account. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with CLO, and CLO does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. CLO accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how CONNECT will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to CONNECT or your Account.
3.4.4 There may be terms and conditions that apply to the NFTs' themselves with respect to the use of the NFT content and rights and obligations associated with a given NFT ("NFT Terms"). CLO does not set the NFT Terms and is not party to any such NFT Terms and the Creator is entirely responsible for communicating, promulgating, agreeing to, and enforcing NFT Terms. You are responsible for reviewing such NFT Terms.
3.5 Your Items.
3.5.1 Except for the rights granted by you to CLO or other Users in accordance with these CONNECT Terms, CLO expressly acknowledges and agrees that it obtains no other right, title, or interest from you (or your licensors) under these CONNECT Terms in or to an Item Uploaded by you.
3.5.2 You represent and warrant that you have all the Intellectual Property rights necessary for you to grant CLO and applicable Users the rights set forth in these CONNECT Terms in and to your Items. To the extent the Item contains any component that is not your original work ("Third -party Component"), you represent and warrant that you have the appropriate legal right, license, or permission to Upload, Distribute, and otherwise use such Third-party Component. You agree that you will not submit material to CONNECT that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights—unless you are the owner of such rights or have permission from the rightful owner to submit the material. CLO has no responsibility or liability whatsoever in the event of any dispute or claim between you and any third party relating to Intellectual Property Rights of any of your Items or component(s) thereof.
3.5.3 By uploading Items, you represent and warrant that none of your Items:
3.5.3.1 violates, infringes, or misappropriates any Intellectual Property Rights, publicity, privacy, or other right of any person or entity;
3.5.3.2 are not Uploaded without any required consents and releases, including, but not limited to, the right to use an individual's name and likeness in accordance with an individual's right of publicity;
3.5.3.3 is in violation of any contract or terms of service that you have entered into with any third party;
3.5.3.4 is in violation of any applicable law or regulation;
3.5.3.5 contains any viruses, adware, spyware, or other malicious content;
3.5.3.6 interfere with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any party including, but not limited to, Users, CLO, Payment Processors or any network operator; or
3.5.3.7 Otherwise fails to comply with these CONNECT Terms or Manual.
3.5.4 You are solely responsible for providing other Users support and maintenance with respect to your Items, and/or any User complaints about your Items.
3.5.5 You represent and warrant that the information, content, or materials provided with the Items are truthful, accurate, and do not misrepresent you or the Items, for example, by way of screenshots that do not match the Items or quality of your Items.
3.5.6 You expressly acknowledge and agree that CLO shall be entitled to forward your name, address, and other contact details to any third party that reasonably claims that you do not have all necessary Intellectual Property Rights in and to your Items. You agree that you will inform CLO promptly about any legal complaint, claim or action related to Items you have Uploaded to CONNECT.
3.5.7 You agree that you bear all risks associated with your Items and the licensing thereof. You are solely responsible for safeguarding your Item, and CLO has no duty to store copies of Items for future availability to you or any user except as otherwise provided under these CONNECT Terms.
3.5.8 Use of Brand Features
3.4.8.1 Each party shall own all right, title, and interest, including without limitation all Intellectual Property Rights, relating to its own Brand Features. Except to the limited extent expressly provided to CLO in these CONNECT Terms, neither party grants, nor shall the other party acquire, any right, title, or interest (including, without limitation, any implied license) in or to any Brand Features of the other party.
3.4.8.2 Subject to the terms and conditions of these CONNECT Terms, you grant to CLO a limited, non-exclusive, and worldwide license during the term of these CONNECT Terms (a) to use and display your Brand Features, submitted by you to CLO, including your Brand Features incorporated in your Items; and (b) to use the name and likeness of your own or any individuals represented in your Items, for use in connection with the marketing and Distribution of your Items through CONNECT, or to otherwise fulfill its obligations or exercise its rights under these CONNECT Terms.
3.4.8.3 Nothing in these CONNECT Terms gives you a right to use any of CLO’s Brand Features.
3.5.9 Item Retention.
3.5.9.1 If you delete or withdraw certain Items from CONNECT, close your Account, or otherwise stop making such Items available on CONNECT, CLO will not distribute such Item(s) to Users that have not previously licensed on CONNECT. However, any such Items that were previously Acquired off of CONNECT by Users may continue to be used and distributed (for example, as a Design Source) permitted under these CONNECT Terms.
3.5.9.2 Item Retention Period. You understand and agree that CLO may retain your Items (“Retained Item(s)”) for up to four (4) years beyond the date you either delete the Item off of CONNECT or close your Account ("Deletion Date"). Such four-year period shall be the “Item Retention Period”.
3.5.9.3 User's Use of Retained Items. During the Item Retention Period, you understand and agree that any User who Acquired any of your Items prior to the Deletion Date may continue to download the Item off the User’s account page on CONNECT for two (2) years beyond the date they Acquired the respective Items, even if such period extends beyond the Deletion Date.
3.5.9.4 CLO’s Use of Retained Items. You understand and agree that you are giving us a perpetual, worldwide, irrevocable, royalty-free license to publish, display, and otherwise use the Retained Items in connection with the operation, promotion and marketing of CONNECT. For clarity, our rights to use such Retained Items (a) extends beyond the Item Retention Period and (b) includes the right to place our Brand Features, business name, website names, and/or website addresses onto or as part of images of any such Retained Items.
3.6 Pricing.
3.6.1 When Creator uploads an Item as a Fee-based Item, Creator may set the price of Basic License ("Basic Price") and the price of the Extended License for such Item will be set, at the Creator's election, at a multiple of 3 to 8 times the Basic Price ("Extended Price").
3.6.2 The pricing for any Derived Item shall be determined as the summation of the Basic Price or Extended Price of the specific Derived Item, and the Basic Price or Extended Price, as applicable, of the Design Source incorporated into said Derived Item ("End Price") .
3.6.2.1 "Stackable" Pricing. If a Derived Item ("First Derived Item") incorporates Design Source and is subsequently utilized as a Design Source for the creation of a new Item ("Second Derived Item") and so forth, the pricing for the Second Derived Item shall be established on top of the sum of the prices of all Design Sources incorporated up to the point of creating the Second Derived Item.
3.6.3 The Creator may establish the price for Fee-based Items in US Dollars ("USD"), and CLO reserves the right to present to Users the pricing of Creator's Items in USD or other currencies that CLO deems appropriate. CLO may choose to set different prices in other currencies, and shall not be responsible for the accuracy of the prices set, or for currency and conversion rates.
3.6.4 Promotional Discounts. The price of Fee-based License may be subject to Promotional Discount. In our discretion, we have the right to apply a promotional discount for Fee-Based Licenses to all or certain Items posted on CONNECT ("Promotional Discount") at least six (6) times per every twelve (12) month period upon the prior notice to Creators. The rate of such a promotional discount may be as low as ten (10) percent and as high as fifty (50) percent. The maximum duration of each such promotional period shall be one (1) week. . The price for affected licenses to Assets may not be changed by Provider at any time during the period of Promotional Discount or for 31 consecutive days prior to and/or following the period of Promotional Discount. Any provision of this CONNECT Terms pertaining to Promotional Discounts or revenue sharing may be modified with advance notice to you.
3.6.5 Once a Fee-Based Item has been Distributed on CONNECT, you may not make any changes to the design or price of such Item. If you want to make any changes to the price of any such Item, you must delete or withdraw the Item and Upload it again with the new price. The only changes you can make to Items that have been already Distributed on CONNECT are changes related to quality control of your Item.
3.7 Payment.
3.7.1 For the Fee-based License sold through CONNECT, Creator will receive the payment in the amount settled as set forth below:
3.7.1.1 Creator is entitled to receive payment for his/her Items uploaded under the Fee-based License and sold through CONNECT under the following circumstances: (i) upon the sale of the respective Item to other users, or (ii) upon the sale of a Derived Item that incorporates the Creator's Item as a Design Source. In either case the Basic Price or Extended Price set under Section 3.6.1 will determine the amount of payment that Creator will receive ("Sales Amount"). For clarity, if the relevant Item is a Derived Item incorporating another Fee-based Item as a Design Source, the Sales Amount will be adjusted by deducting the prices of such Design Source, consequently, it may not equate to the End Price of the sold licenses.
3.7.1.2 Seventy (70) percent of Sales Amount, less any applicable withholding taxes, will be remitted by CLO to the Creator ("Payment Amount").
3.7.1.3 Without limitation of the foregoing, where a refund is provided by CLO on Creator’s behalf under these CONNECT Terms, CLO may deduct and withhold Creator portion of such refund amount from any current Creator balance.
3.7.1.4 For licenses sold through a Promotional Discount, the Sales Amount shall be determined based on the discounted Basic Price or Extended Price under the applied Promotional Discount.
3.7.2 CLO will remit the Payment Amount to Creator on a monthly basis (at the end of the calendar month following the calendar month in which the sale(s) were made) via Payment Processors or electronic funds transfer so long as the total amount due to the respective Creator is at least fifty (50) USD and conditioned upon the Creator's provision of any and all information and documentation in accordance with section 3.7.5.
3.7.3 Any payments due to you under this section 3.7 shall be made through the applicable Payment Processor. To receive payment, you will need to set up an account with a Payment Processor selected by CLO and agree to its terms of service and other third party terms as reasonably required by CLO. You expressly acknowledge and agree that CLO shall be entitled to forward your name, address, and other information to Payment Processors for the purpose of processing payments to you. CLO makes no representations or warranties with respect to the services provided by any Payment Processor, and will have no responsibility to you with respect to payments that CLO transmits to a Payment Processor to be placed in your account. Without limiting the preceding sentence, you will be responsible for all fees charged by any Payment Processor. If CLO incurs any Automated Clearing House (ACH) or wire transfer fees, bank fees, or other charges to transfer to you the amounts payable to you, CLO reserves the right to deduct such charges from the amounts paid to you. CLO bears no responsibility for any wire transfer fees, bank fees, or other charges incurred by you.
3.7.4 Taxes. Creator is solely responsible for (a) collection and payment of any taxes on transactions for purchases of licenses for Items from Creator; and (b) taxes on any payments it receives from CLO, regardless of which taxing jurisdiction that has jurisdiction concerning such taxes. For greater certainty, except as otherwise expressly provided by CLO to the contrary, all payments from CLO to Creator are inclusive of taxes (other than withholding taxes), and where applicable law requires CLO to withhold any amounts otherwise due to Creator, CLO may withhold such amounts unless Creator tenders to CLO adequate tax documentation supporting lesser withholding taxes (amounts payable to Creator will not be grossed up on account of withholding taxes). You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of CONNECT or the purchase of Items through CONNECT, and that the reporting and payment of any such applicable taxes are your responsibility.
3.7.5 Documents for Payment. Creator shall provide CLO with any and all information and documentation as CLO deems necessary for CLO to account for performance of Creator's obligations under section 3.7.5 and CLO's own taxation obligations, including, but not limited to, a Form W-9, W-8ben, W-8ben-e, bank account details, and/or account details. Without limitation of any other remedies under these CONNECT Terms or at law, any failure of Creator to provide such information or documentation will be grounds for CLO to suspend payment to Creator under these CONNECT Terms indefinitely until provision of such information or documentation. No suspended payment shall accrue or be entitled to any interest of any kind.
3.7.6 Refunds and Cancellations. You understand and agree that, in connection with the sale of licenses to Users, and in CLO’s sole discretion, CLO may issue refunds to Users. Refunds or cancellations for any purchased Items may also be effectuated if we determine in our sole reasonable discretion that the Item in question violates these CONNECT Terms. In addition, in the event a refund is requested by a Payment Processor, you understand and agree that CLO may accommodate such requests in our sole reasonable discretion. Any refunds will be deducted from the calculation of the Sales Amount.
3.7.7 Forfeited Payments. If you close your Account, you understand and agree that you forfeit any future revenue payment amount that would otherwise be due to you for any Items sold by other Users, where such Items incorporate any of your Items as a Design Source. Any such forfeited amount shall rightfully belong to CLO.
3.7.8 We reserve the right to stop payments if you violate any provision of these CONNECT Terms or if we receive complaint(s) regarding your Items or your use of the Services that may indicate a violation of these CONNECT Terms. In addition, we reserve the right to withhold or redirect to the applicable authority or recipient, the applicable portion of the Payment Amount pursuant to applicable law or regulation.
3.8 Item Upload Restrictions.
3.8.1 Creator shall not Upload any Item or other content which (a) violates the Intellectual Property Rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c ) is inaccurate, harmful, obscene, pornographic, defamatory, racist, terroristic, violent, offensive, harassing, or otherwise objectionable to CLO, CONNECT, or Users; (d) the primary purpose of Uploading such Item is to facilitate the Distribution of Item outside of CONNECT; (e) falsely represent, expressly or impliedly, that you are the original creator of a visual work that derives a substantial part of its artistic components from the Item; or (f) violates the terms and conditions set forth in these CONNECT Terms and Manual, as may be updated by CLO from time to time in its sole discretion.
3.8.2 While CLO does not undertake any legal obligation to monitor, pre-screen, review, flag, filter, modify, refuse or remove (collectively, "Monitor") any or all Items or their content from CONNECT, CLO reserves the right to Monitor any or all Items Uploaded to CONNECT. In addition, CLO reserves the right to decide whether Items are appropriate or comply with these CONNECT Terms. If CLO is notified or otherwise becomes aware and determines, in its sole discretion, that an Item or any portion thereof is: (a) in violation of these CONNECT Terms in force any time, (b) being distributed by Creator improperly; (c ) deemed by CLO that it may create liability for CLO; (d) deemed by CLO to have a virus or is deemed to be malware, spyware or have an adverse impact on CLO; or (e) otherwise disturb the user-friendly operation of CONNECT, CLO may (x) demand that the Creator edits and makes such other changes in the Items, (y) correct or otherwise modify Item or reclassify the Item, or (z) remove the Item from the CONNECT immediately. In addition to the reasons specified in this section, CLO may remove Items from CONNECT at CLO's sole discretion after providing ten (10) days’ notice. Without limiting CLO's right to terminate a Creator pursuant to Section 6 of these CONNECT Terms, CLO reserves the right to suspend or terminate the account of any Creator who has been notified of infringing activity and/or has had Items removed from CONNECT. This shall extend to the right of CLO to edit, modify, moderate, re-format, change or otherwise remove all or part of the descriptions, comments and/or annotations that you and/or third parties add and/or make in relation to your Item, in any manner that CLO may determine, whenever CLO deems appropriate.
4. Use of CONNECT.
4.1 We grant you a limited, revocable, non-exclusive,non-transferable, non-sublicensable and non-transferable license to use CONNECT as it is provided to you by us, only as set forth in these CONNECT Terms. Except as expressly permitted in these CONNECT Terms, you may not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any portion of the CONNECT or CONNECT Content for any purpose without express prior written permission from us or the applicable rights holder. You agree to use CONNECT only for purposes that are permitted by (a) the CONNECT Terms and Manual, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree to comply with all local laws and regulations regarding the use of CONNECT. Any commercial exploitation of CONNECT or CONNECT Content without express prior written permission from us or the applicable rights holder is strictly prohibited.
4.2 Ownership. CONNECT and all CONNECT Content is owned by CLO or its licensors, and is protected by U.S. and international copyright laws, trademark laws and/or other proprietary rights and laws. As between you and CLO and its licensors, CLO or its licensors own and retain, solely and exclusively, all rights, title and interest in and to CONNECT and all CONNECT Content that we or our licensors create and that we make available to you through CONNECT, including but not limited to any and all Intellectual Property Rights and proprietary rights therein. Your use of CONNECT does not grant you any ownership over any CONNECT Content, and except for the limited license we grant you under these CONNECT Terms, your use of CONNECT does not grant you any license or permission under any Intellectual Property Rights of CLO or any third party. We reserve all rights not expressly granted to you in these CONNECT Terms.
4.3 All software and software-as-a-service (SAAS) used in connection with CONNECT is proprietary to us or to third parties, and except as may be required to exercise the foregoing license grant, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or reduction of such software to human-readable form is prohibited. You agree that we may update the software and software-as-a-service (SAAS) used in connection with CONNECT without notice, at any time and in our sole discretion, and that these CONNECT Terms will apply to any updated versions.
4.4 User Restrictions and Obligations. You agree that you will not, and will not allow any third party to:
4.4.1 decompile, disassemble, reverse engineer, copy, transfer, or otherwise use CONNECT and CONNECT Content except as permitted by these CONNECT Terms;
4.4.2 take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in CONNECT or Items;
4.4.3 remove, obscure, or alter CLO's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within CONNECT or Items;
4.4.4 sublicense, sell, assign or otherwise transfer, or attempt to do so, all or part of your rights under these CONNECT Terms;
4.4.5 use CONNECT to violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these CONNECT Terms and our Privacy Policy;
4.4.6 use CONNECT in violation of any contract or terms of service that you have entered into with any third party;
4.4.7 use CONNECT to promote any illegal activity, or advocate, promote or assist any unlawful act or transmit material or content that promotes, provides, or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group;
4.4.8 use CONNECT to transmit, encourage the transmission of, or otherwise make available (a) any material or content that is pornographic, dehumanizing, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal; (b) any material or content that attempts to falsely state or otherwise misrepresent your identity or affiliation with a person or entity; (c ) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or (d) any material that may infringe the Intellectual Property Rights or other rights of third parties, or which otherwise constitutes or promotes counterfeit materials or goods;
4.4.9 interfere with, disrupt, damage, or access in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to other users, CLO, Payment Processors or any network operator;
4.4.10 use CONNECT to intrude into a third party's computer system, engage in any activity that may damage, control, interfere with or intercept all or part of a third party's computer system and violate its integrity or security, or otherwise transmit any materials or content that is harmful for third party information systems (including but not limited to viruses, worms, adware, spyware,or Trojans);
4.4.11 except where explicitly allowed by these CONNECT Terms or in a separate agreement with CLO, access (or attempt to access) CONNECT by any means other than through the interface that is provided by CLO, specifically not to access (or attempt to access) CONNECT through any automated means (including use of scripts, crawlers or similar technologies from time to time);
4.4.12 except where explicitly allowed by these CONNECT Terms or in a separate agreement with CLO, collect, aggregate, mine, scrape, or otherwise use any Items, CONNECT Content or other content or data made available through CONNECT for the purposes of (a) publishing, selling, distributing or otherwise making the content available to others to use, download or copy, or (b) making commercial exploitation, including, without limitation, statistical analysis, research;
4.4.12 collect, aggregate, mine, scrape or otherwise use Items, CONNECT Content, or other content or data made available through CONNECT (i) in datasets utilized by Generative AI Programs; (ii) in the development of Generative AI Programs; or (iii) as inputs to Generative AI Programs; or
4.4.13 otherwise use the Services for purposes other than those for which they were designed;
4.5 You understand and agree that (i) you are solely responsible for (and that CLO has no responsibility to you or to any third party for) your use of CONNECT or any Items, any breach of your obligations under these CONNECT Terms, and for the consequences (including loss or damage of any kind which CLO may suffer) of any such breach; (ii) CLO reserves rights to revoke licenses granted under these CONNECT Terms, suspend your Account, or terminate these CONNECT Terms; (iii) by using CONNECT you may be exposed to Items that you may find offensive, indecent or objectionable and that your use CONNECT at your own risk; (iv) CLO has no responsibility or liability whatsoever in the event of any dispute or claim between you and any third party; (v) CLO has no obligation to attempt to resolve any dispute between you and any third party; (vi) these CONNECT Terms does not confer any rights or remedies on you or any person other than the parties to this CONNECT Terms, except as expressly stated; and (vii) CLO’s obligations under this CONNECT Terms are subject to existing laws and legal process, and CLO may comply with law enforcement or regulatory requests or requirements despite any contrary term in these CONNECT Terms.
5. CONNECT Contest
5.1 General.
5.1.1 By entering any contest conducted through CONNECT (the "Contest"), you specifically agree to the terms and conditions under this section 5 (the "Contest Terms").
5.1.2 The Contests may be jointly hosted by a third party sponsor (the "Sponsor") and CLO-SET CONNECT (collectively, the "Host"). To the extent that you use CONNECT in a capacity as a contestant of Contest, you will be referred to as "Contestant". In the event of any conflict between the CONNECT Terms and this Contest Terms, this Contest Terms shall supersede and control to the extent you use CONNECT to participate in the Contest. General information about the Contest (e.g. eligibility, registration, schedule, awards, sponsors, and FAQs) can also be found on the applicable Contest page on CONNECT (the "Contest Page") and incorporate the Contest Terms where applicable.
5.1.3 By entering Contest, you acknowledge and agree that (i) you meet all eligibility requirements; (ii) the decisions of the Host are final and binding in all respects; and (iii) information submitted with an entry may be forwarded to third parties (e.g. Sponsors) for the purpose of operation of the Contest and processed in accordance with the relevant privacy policies of such third parties.
5.2 Eligibility: To be eligible to participate in the Contest, you must be of the legal age of majority in your jurisdiction of residence as of the date of entry or, if you are not, obtain parental or guardian consent to enter the Contest. Employees or agents of Host and their business partners involved in the provision of the Contest (collectively, “Host Parties”), and the members of their immediate families (i.e. parents, children, siblings or spouse) or those persons living in the same household of such individuals, are ineligible to participate in the Contest.
5.3 How to Enter: You must upload your submissions, which may consist of artworks and any accompanying material (the "Artworks"), only to the Contest Page. Contestants may enter the Contest at any time before its final deadline. Applications that are incomplete, submitted late, not in compliance with the requirements of Contest Terms or other CONNECT Terms, or that contain false or misleading information will not be admitted in the Contest. Host have no obligation to inform Contestants whose applications are inadmissible for any reason.
5.4 Selection and Notification of the Winner: Host will evaluate and select winners whose submissions will be announced on the Contest Page. Winner will be selected at Host’s sole discretion. Where entries are being judged on creative or artistic merit or other subjective criteria, Host reserves the right not to select a winner, and or to remove or amend selection criteria and or the structure and operation of the Contest if entries are not of the requisite standard. Winner will be notified by email associated with your Account. If Winner cannot be contacted, is ineligible, fails to claim the prize within 30 days from the time award notification was sent, the prize may be forfeited.
5.5 Prize: Prize is not transferable and may be substituted or assigned at Host's sole discretion. Acceptance of the Prize grants Host permission to use the winner’s Artworks, name, and likeness for commercial purposes without further compensation or remuneration unless prohibited by law. Receipt of Prize is upon the condition of compliance with federal, state, and local laws and regulations, including, but not limited to, applicable tax laws.
5.6 Intellectual Property Rights & Use of Artworks
5.6.1 Artworks. All rights, titles, and interests including, without limitation, Intellectual Property Rights in and to theArtworks shall belong to the respective Contestant.
5.6.2 License to Host. In your capacity as a Contestant, you agree to grant Host a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to download, use, copy, post, modify, reproduce, promote, sub-license, publish, publicly perform, publicly display, physically perform, distribute, transmit, or create derivative work based on any Artworks (including documents, patterns, sketches, artworks, photographs, likeness, illustrations, movies, and edits) for the purposes of carrying out this Contest. You also agree that, after the respective Contest ends (i.e. by announcement of winners), all Artworks submitted to the Contest will, at the Contestant's discretion, will be displayed in the Gallery or made available in the Store in accordance with the terms and conditions of CONNECT Terms. Host agrees to clearly attribute the Artwork to you when displaying or publishing any such Artwork or its derivatives. You understand and agree that CLO may retain your Artwork and information of winners after you delete the Item off of CONNECT or close your Account.
5.6.3 Host Materials. CLO or Sponsor retains title to and ownership of, and all other rights with respect to the materials provided by either party for the purpose of Contest ("Host Materials"), including, but not limited to, Avatars and Brand Features. The Host Materials is owned by Host and is protected by copyright and other laws and international treaty provisions. You have only the limited licenses granted with respect to the Host Materials expressly set forth below, and you have no other rights, implied or otherwise. For the limited duration of the Contest, Host hereby grants you a nonexclusive, non-sublicensable, non-transferable, royalty-free, non-perpetual, revocable, and limited license to download, use, reproduce, display, perform, modify, and create derivative work based on the Host Materials for the sole purpose of to create Items to be submitted to the Contest (the "Contest Purpose") in accordance with the Contest Terms. You understand and agree that you may not (i) use the Host Materials for any commercial purposes or other purposes than Contest Purpose; (ii) use the Host Materials or create Item(s) in a way that is defamatory to Host; (iii) distribute, transmit, syndicate access to, or otherwise make available all or any part of the Host Materials; (iv) authorize any third party to do any of the foregoing.
5.6.4 Warranty and Indemnification. You warrant that the Artworks are your original work and you hold all rights, titles, and interests including, without limitation, Intellectual Property Rights in and to all Artwork and that you have the right to grant the above-mentioned license to Host. You also warrant to Host that your Artwork does not in any way infringe or violate any contract with a third party or any third party’s rights (including, without limitation, their Intellectual Property Rights) and that it is not subject to any third party claims or actions of infringement or invalidity. You agree to defend, hold harmless, and indemnify CLO against any third party claims that arise as a result of breach of this clause and you agree to pay any reasonable fees CLO may accrue in investigating, mitigating, or defending any such claims.
5.7 Disqualification. Host reserves the right at its sole discretion to disqualify any entry: (i) if it becomes apparent that such entry has been made with any fraudulent methods or circumvention of rules, or in violation of thrsr Contest Terms or CONNECT Terms; (ii) which is found to be contrary to the spirit or intention of the Contest; (iii) which is deemed to be the same or too obviously similar to the artworks currently published by any other artist; (iv) which contains Brand Features of other parties’ whether registered or not; (v) contains any contents that would infringe any parties’ Intellectual Property Rights; (vi) which contains inappropriate language or material, gratuitous violence, sexual references, statements or material that promote hatred towards an individual, race, or community or which are offensive, illegal, inflammatory, obscene, unsuitable for minors, abusive, indecent, threatening, or otherwise unlawful; or (vii) otherwise violates any applicable laws and regulations.
5.8 Disclaimer.
5.8.1 If costs such as taxes or loss of income would arise as a result of winning the Contest, they shall be covered by the winners. Host is not responsible for payment of the duties, taxes or other financial obligations related to the prizes awarded, which are in charge of the winning natural or legal persons. You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your prize, and that the reporting and payment of any such applicable taxes are your responsibility.
5.8.2 Residents in a country or jurisdiction where the Contest may breach any law or regulation are not entitled to enter the Contest. Where this applies, CLO’s invitation to enter the Competition in such country and/or jurisdiction is withdrawn. This Contest is subject to federal, state, and local laws and regulations and void where prohibited by law.
5.9 General Conditions: CLO reserves the right to modify, suspend, cancel or terminate in the event that non-authorized human intervention, a bug or virus, fraud or other causes beyond CLO’s control impact or corrupt the security, fairness, proper conduct, or administration of the Contest. CLO may, at its sole discretion, apply, interpret, terminate, alter, limit, suspend or modify the Contest, and/or its rules, regulations or benefits at any time, without notice. Any such changes will be posted either on the Contest Page or within the Contest Terms. Any participant who refuses to accept the modifications to the Contest Terms must cease to take part in the Contest. Under no circumstances shall the Contestants be considered as employees, agents or associates of CLO or Sponsor and participation in the Contest does not grant the Contestants the right to act in the name of or on behalf of CLO or Sponsor.
5.10 Limitation of Liability: Your entry into the Contest constitutes your agreement to release and hold harmless CLO and its subsidiaries, affiliates, employees, etc., against all claims liability, illness, injury, death, loss, etc., that occurs directly or indirectly from participation in the Contest or use/misuse of the awarded prize.
6. Term and Termination
6.1 The CONNECT Terms will continue to apply until terminated by either you or CLO as set out below.
6.2 Termination by Users. You may terminate these CONNECT Terms by closing your Account, or by written notice to CLO, provided that these CONNECT Terms shall not terminate until your applicable Account is also closed and deleted.
6.3 Termination by CLO.
6.3.1 CLO reserves the right to modify or stop providing all or part of CONNECT at any time, at its own discretion.
6.3.2 CLO may at any time suspend or terminate your Account or your rights under these CONNECT Terms immediately upon notice to you if:
6.3.2.1 you breach any representation, warranty, or other term of these CONNECT Terms;
6.3.2.2 you liquidate, dissolve, or discontinue your business for any reason;
6.3.2.3 you enter into bankruptcy, voluntarily or involuntarily;
6.3.2.4 CLO is required to do so by law; or
6.3.2.5 you do not log into your account for any period of at least 365 consecutive calendar days, which may be deemed your account is “Inactive”.
6.3.3 You shall immediately notify CLO in writing in the event that any of the events or circumstances set forth in section 6.3.2 occur.
6.3.4 Effect of Termination. Upon termination of your Account or these CONNECT Terms:
6.3.4.1 you will immediately cease the use of CONNECT;
6.3.4.2 you will have no further access to your Account or anything associated with it;
6.3.4.3 you will not receive any refunds for fees you paid under these CONNECT Terms;
6.3.4.4 any unused or remaining time, credits, points or in your account at the date of termination will be permanently forfeited and revoked from you, and you will not receive any refund or credit for any of them;
6.3.4.5 you will immediately pay CLO all amounts owing under these CONNECT Terms;
6.3.4.6 CLO may (but is not required to) delete some or all of your Item and/or your information from the CONNECT and from account; and
6.3.4.7 the licenses will continue in full force and effect for all of your Item you Uploaded as a Creator, including deleted Items.
6.3.5 You may continue using Items you Acquired before the termination of the CONNECT Term, provided that you adhere to the terms and conditions set forth in these CONNECT Terms governing your use of such Items.
6.3.6 For clarity, following the termination of these CONNECT Terms for any reason; (i) such termination shall not affect the licenses of User who have Acquired Items before such termination, and such licenses will continue in full force and effect after such termination in accordance with the terms of the CONNECT Terms; (ii) Users will have no obligation to remove your Items from User’s equipment; (iii) CLO may retain and use your Items pursuant to Section [3.3] and/or to enable Users to download or re-download Items for which they Acquired before termination of these CONNECT Terms; and (iv) CLO may retain any perpetual licenses you granted us under these CONNECT Terms prior to the termination of the CONNECT Terms.
6.3.7 Survival. In the event of expiration or termination of these CONNECT Terms, the representations made by you in the CONNECT Terms, licenses to Items, ownership of Items or Service, and the obligations of each party, which by their nature would continue beyond the termination or expiration of the CONNECT Terms—including without limitation the Sections entitled "Term and Termination", "Disclaimers", "Limitation of Liability", "Indemnification", "Equitable Remedies", —shall survive such expiration or termination.
7. Disclaimer of Warranties
7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN CONNECT IS AT YOUR SOLE RISK AND THAT CONNECT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
7.2 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLO IS NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED USE OF YOUR ITEMS OUTSIDE CONNECT INCLUDING, WITHOUT LIMITATION, ANY SALE OR OTHER KIND OF DISTRIBUTION OF ITEMS ON ANY THIRD PARTY WEBSITES OR THE LIKE.
7.3 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLO IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION OR PAYMENT RELATED TO ANY ITEM ON CONNECT, INCLUDING THE CONDUCT OF PAYMENT PROCESSORS.
7.4 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 SERVICES AND ITEMS PROVIDED THEREOF AND DERIVATIVE WORKS YOU HAVE PRODUCED BASED ON THE SERVICES AND/OR THE ITEMS.
7.5 CLO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8. Limitation of Liability
8.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT CLO HAS NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR) THE ITEMS DISTRIBUTED THROUGH CONNECT AND FOR THE CONSEQUENCES (INCLUDING ANY LOSS OR DAMAGE WHICH CLO OR ANY THIRD PARTY MAY SUFFER) OF SUCH DISTRIBUTION.
8.2 IN NO EVENT SHALL CLO, OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “CLO PARTIES”) BE LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE CONNECT TERMS, INCLUDING WITHOUT LIMITATION THE BREACH OF THESE CONNECT TERMS BY CLO, THE USE OF (OR INABILITY TO USE) CONNECT, THE FUNCTIONALITY (OR LACK OF FUNCTIONALITY) OF CONNECT, AND/OR ERRORS OR BUGS WITHIN CONNECT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE CLO PARTIES’ LIABILITY ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THESE CONNECT TERM, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES, EXCEED AN AMOUNT EQUAL THE PAYMENT AMOUNT DUE TO YOU HEREUNDER (IN THE EVENT SUCH LIABILITY ARISING UNDER, RELATING TO, OR IN CONNECTION WITH YOUR USE OF CONNECT AS A CREATOR) OR ANY LICENSE FEES PAID BY YOU TO CLO HEREUNDER (IN THE EVENT SUCH LIABILITY ARISING UNDER, RELATING TO, OR IN CONNECTION WITH YOUR USE OF CONNECT AS A USER) IN THE ONE HUNDRED EIGHTY (180) DAYS PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW. THE CLO PARTIES SHALL BEAR NO RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO YOU OR TO ANY THIRD PARTIES WITH RESPECT TO THE QUALITY (OR LACK THEREOF), OPERATION (OR THE LACK THEREOF) AND/OR PERFORMANCE (OR LACK THEREOF) OF ALL AND/OR ANY PORTION OF CONNECT AND/OR ITEMS PROVIDED THEREOF.
9. Indemnification.
9.1 To the maximum extent permitted by law, you shall defend, indemnify, and hold harmless the CLO Parties from and against any and all third party claims, actions, suits, or proceedings, as well as any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all reasonable related costs) arising out of or accruing from (i) the Items or your Brand Features which you Upload to CONNECT; (ii) your use and access to the Items; (iii) your breach of any representation, warranty, or other term of these CONNECT Terms; (iv) your customer service and other interactions with other Users; (v) any contract you have entered into with any third party; (vi) your violation of any applicable law or regulation; (vii) any claim that, if true, would constitute a breach by you of these CONNECT Terms or negligence by you; or (viii) any act or omission by you in using CONNECT. You agree to reimburse the CLO Parties on demand for any defense costs incurred by the CLO Parties and any payments made or loss suffered by the CLO Parties, whether in a court judgment or settlement, based on any matter covered by this Indemnification Section.
9.2 If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fee) that are the stated subject matter of the indemnification obligation above.
10. 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 support-connect@clo-set.com.
11. Definitions.
11.1 "Avatars" means any avatars including, but not limited to, the interfaces, graphics, design, information, artwork, data, code, software, and all other elements and the derivatives thereof.
11.2 "CONNECT Content" means all of the images, text, information, data, audio, video, graphics and other material included on or otherwise made available through the CONNECT, excluding (i) Items, User's Brand Features as well as comments made by Users; and (ii) Items CLO Uploaded as a Creator, for other Users to use such Items under these CONNECT Terms.
11.3 "Generative AI Programs" means artificial intelligence, machine learning, deep learning, neural networks, or similar technologies designed to automate the generation of or aid in the creation of new content, including but not limited to audio, visual, or text-based content. Programs do not meet this definition of Generative AI Programs where they, by non-limiting example, (a) solely operate on the original content; (b) generate tags to classify visual input content; or (c) generate instructions to arrange existing content, without creating new content.
11.4 “Internal Business Needs” means, in reference to the Items, the use of such Items 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 Items to any third party.
11.5 “Manual” means any user documentation, user manuals, policies, guidelines, or other explanatory materials pertaining to the use of CONNECT that CLO makes available to you through our websites, via email, or otherwise.
11.6 “Modification” (or “Modified”) means, in respect to any Item, to the extent permitted by these CONNECT Terms and by the intended functionality and file format of the Item in question, any change by you (i) to the substance of an Item, or (ii) to the substance of the contents of a file containing an Item and/or any new file that contains any part of an Item, all of which ensures that the Item is not the primary source of value. For clarity, Modified Item shall not be so similar to the original Item incorporated therein that the Modified Item cannot qualify as an original work of authorship.