Replaces and supersedes all prior versions.


1. BINDING AGREEMENT

1.1 These Jinny Additional Terms govern your use of Jinny ™ (available to download at https://connect.clo-set.com/jinny) including any related applications and documentation (collectively "Jinny" or the "Service"). The Jinny Additional Terms are incorporated by reference into the CLO General Terms of Use ("General Terms"). These Jinny Additional Terms and the General Terms are collectively referred to as "Jinny 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 Jinny Terms, the Jinny Terms shall prevail and govern your use of Jinny.

1.2 By using or downloading the Service, setting up an account, by using our Service, or by clicking the "I accept" button (or its equivalent), you agree to be bound by these Jinny Terms. If you do not or cannot agree to the Jinny Terms, please do not download or use the Service. For the avoidance of doubt, if you use or download the Service, set up an account, use our Service, or click the "I accept" button (or its equivalent) on behalf of an entity, organization, or Legal Entity, you represent and warrant that you are authorized to accept these Jinny Terms on behalf of such entity or organization--in which case "you" and "your" will refer to that entity or organization.

1.3 If at any point for any reason you do not agree to any portion of the then-current version of these Jinnyt Terms, our Privacy Policy, or any other CLO policy, rules or codes of conduct relating to your use of our Service, your license to use our Service shall immediately terminate and you must stop using our Service and promptly remove any Service installed on your computer.

1.4 You must provide all equipment and software necessary to access the Service. You are responsible for all internet fees, data fees, or mobile fees that you incur while accessing our Service.


2. DEFINITIONS. Unless otherwise defined in the main body of these Jinny Terms, capitalized terms used in these Jinny Terms are defined as follows:

2.1 "CLO Avatar(s) or Avatar(s)" means any avatar (i) included in the Licensed Materials or (ii) made available by CLO via CLO-SET CONNECT (accessible at https://connect.clo-set.com/) including, but not limited to, the interfaces, graphics, design, information, artwork, data, code, software, and all other elements and the derivatives thereof. For the avoidance of doubt, CLO Avatars included in the Licensed Material constitute a part of the Licensed Material.

2.2 "CLO Samples" means samples provided by CLO in the Licensed Materials, including, but not limited to, sample patterns and designs, modules for patterns and designs, and expressions of components and elements used in patterns and designs. CLO samples may be modified where such modifications are permitted by the intended functionality of the Licensed Materials. CLO Samples may include the Item(s) downloaded or made available by CLO via CLO-SET CONNECT, and the CLO-SET CONNECT Additional Terms shall govern the licenses and other rights in and to such Item(s).

2.3 "Item(s)" refers to the virtual products or collection of one or more digital files packaged in the form of a product—that can be downloaded by you or otherwise made available by CLO to you, for purchase, with or without charge, on CLO-SET CONNECT or on other websites, platforms, online marketplaces, or services operated by CLO or as may be developed by CLO, from time to time.

2.4 "Licensed Materials" means the Service, Supplemental Materials, and/or User Documentation, as applicable.

2.5 "Modification" means any change by Licensee (but only to the extent permitted by the intended functionality of the Service and/or Supplemental Materials) to the substance of a CLO Sample or any change to the substance of the contents of a file containing a CLO Sample; and/or any new file that contains any part of a CLO Sample; all of which ensures that the CLO Sample is not the primary source of value. Modifications may not be made to Restricted CLO Samples.

2.6 "Restricted CLO Samples" means avatars and dummys (and each of their elements) and pre-designed clothing and accessories (including but not limited to buttons, shoes, head coverings, socks, and gloves) included in the Licensed Materials or made available by CLO via CLO-SET CONNECT, and any other Licensed Materials specified as "Restricted Licensed Materials" (or similar verbiage).

2.7 "Supplemental Materials" means materials, other than Service and related User Documentation that are distributed or made available by CLO for use with Service. Supplemental Materials include, without limitation, CLO Samples and Restricted CLO Samples.

2.8 "User Documentation" means the explanatory or instructional materials for Service or Supplemental Materials.


3. LICENSE TO USE JINNY

3.1 Subject to your compliance with these Jinny Terms, CLO grants you a non-exclusive, royalty-free, revocable, non-transferable license to access and use the Service for your own personal use.

3.2 Our Service, and their content, features, and functionality, interfaces, graphics, trademarks, design, information, artwork, data, code and all other elements of the Service, including the rights therein are owned by CLO, its licensors, or other providers of such material and are protected by copyright and other laws and international treaty provisions. Except for the licenses explicitly granted in these Jinny Terms, these Jinny Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in our Service, ownership of which is retained by CLO and its suppliers, as applicable. Any updates to our Service are also governed by these Jinny Terms.

3.3 Jinny is licensed, not sold, to you for use only under these Jinny Terms, and CLO reserves all rights not expressly granted to you.

3.4 You agree to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of the Service in the same form and manner that such copyright and other proprietary notices are included on the Service. Except as expressly authorized by these Jinny Terms, you shall not make any copies or duplicates of the Service without the prior written permission of CLO.

3.5 Work product and other data created using our Service may contain certain notices and limitations that make the work product and other data usable only in certain circumstances. In addition, if you combine or link your work product or other data created using our Service with work product or other data otherwise created, then such other work product or data may also be affected by these notices and limitations. CLO will have no responsibility or liability whatsoever if you combine or link work product or other data created using our Service with work product or other data otherwise created. In addition, you will not remove, alter or obscure any such notices or limitations.

3.6 CLO's Default Avatars.
3.6.1 CLO Avatars and the interfaces, graphics, design, information, artwork, data, code, software, and all other elements of the Avatars, including the rights therein and any derivatives, are exclusively owned by CLO and are protected by applicable laws and international treaty provisions.
3.6.2 Licensee shall not distribute, sell, monetize, publish, post, or otherwise disseminate any such avatar (A) onto any e-commerce website except CLO-SET CONNECT and Marvelous Designer Store or (B) as part of any advertising, marketing, or promotional media (collectively, "Disseminate"), unless proper attribution is given to CLO in each instance in which an avatar is so Disseminated, pursuant to the specifications CLO provided.
3.6.3 In case Licensee is in breach of section 3.6.2, CLO may impose on Licensee on a legal monetary penalty of up to twenty five thousand (25,000) USD.


4. UNAUTHORIZED ACTIVITIES

4.1 You may use our Service only for lawful purposes, in accordance with these Jinny Terms, and only in the manner contemplated by the functionalities of our Service (in CLO's sole judgment).

4.2 You may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by CLO in connection with our Service, or (ii) install or access our Sortware with any product code, authorization code, serial number, or other copy-protection device not supplied by CLO. Without limitation of the generality of the foregoing, you may not utilize any equipment, device, software, or other means to circumvent or remove any protection measure provided or made available by CLO for managing, monitoring or controlling installation of or access to our Service.

4.3 Except as expressly authorized in these Jinny Terms or allowed by applicable law, you may not (i) distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide access to all or any portion of the Licensed Materials to any person or Legal Entity except as expressly set forth in these Jinny Terms or as expressly authorized in writing by CLO, (ii) remove, alter or obscure any proprietary notices, labels or marks in the Licensed Materials, (iii) use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer the Licensed Material, or otherwise attempt to derive the source code of the Licensed Material; (iv) translate, adapt, arrange, or create derivative works based on, or otherwise modify the Licensed Material or any elements thereof for any purpose; provided however you may make Modifications to CLO Samples where such Modifications are permitted by the intended functionality of our Service and such Modifications ensures that the CLO Sample is not the primary source of value; ; (v) permit the Licensed Material to be used on a service bureau or time sharing basis; (vi) distribute CLO Samples as your work product without Modifications, (vii) distribute and/or make Modifications to Restricted CLO Samples; or authorize any third party to do any of the foregoing; (viii) otherwise use the Licensed Materials for any purpose other than the intended use and functionality of the Licensed Materials as permitted in these Jinny Terms; or (ix) authorize any third party to do any of the foregoing.

4.4 Any reproduction or redistribution of ourService is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

4.5 WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, DEACTIVATE OR TERMINATE USER ACCOUNTS, PROHIBIT ACCESS TO ALL OR ANY PORTION OF OUR SERVICE, DELAY OR REMOVE USER CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING OUR SERVICE IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR ACCOUNT AS A RESULT OF ACCOUNT SUSPENSION, DEACTIVATION, OR TERMINATION, AS WELL AS ANY BENEFITS, PRIVILEGES, ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF OUR SERVICE, AND CLO IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.


5. TERM & TERMINATION

5.1 These Jinny Terms are in effect for as long as you access or use our Service in any way, until you close your account or we close it ("Term").

5.2 As between CLO and you, each of CLO or you may terminate these Jinny Terms and your license to the Service if the other party is in breach of these Jinny Terms and fails to cure such breach within ten (10) calendar days after written notice of the breach; however, if you are in breach of Sections 3, and/or 4 of these Jinny Terms, CLO may terminate these Jinny Terms, and your license to the Service, or Licensed Materials immediately, without further notice to you. In addition, CLO may, as an alternative to termination, suspend your license to theService, and/or Licensed Materials and/or other CLO obligations or your rights under these Jinny Terms, if you fail to pay the applicable fees to CLO or otherwise fails to comply with the provisions of these Jinny Terms or other terms relating to any such license or other associated materials. CLO may also terminate these Jinny Terms if you become subject to bankruptcy proceedings, become insolvent, or make an arrangement with your creditors. These Jinny Terms and any licenses issued hereunder will terminate automatically without further notice or action by CLO if you go into liquidation. You acknowledge and agree that CLO may assign or subcontract any of its rights or obligations under these Jinny Terms. Each of CLO or you may terminate these Jinny Terms for convenience, upon thirty (30) days prior written notice.

5.3 Upon termination, the licenses granted to you by CLO shall cease, you may not be able to access or retrieve any content associated with your account, and you will promptly remove the Service from your device.

5.4 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).

5.5 Survival. In the event of expiration or termination of your account, the representations made by you in these Jinny Terms, ownership of Service, and the obligations of each party, which by their nature would continue beyond the termination or expiration of these Jinny Terms, including the sections entitled "Term and Termination", "Disclaimers", "Limitation of Liability", "Indemnification", and "Equitable Remedies", shall survive such expiration or termination.


6. DISCLAIMERS

6.1 NEITHER CLO, ITS AFFILIATES, LICENSORS AND THIRD PARTY PROVIDERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "CLO PARTIES"), MAKE ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (i) THAT OUR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; (ii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICE; OR (iii) OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH OUR SERVICE.

6.2 YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OUR SERVICE IS AT YOUR SOLE RISK. CLO WILL HAVE NO LIABILITY WHATSOEVER AS A RESULT OF LOSS OR DAMAGE TO CONTENT, OR FAILURE TO STORE OR ENCRYPT CONTENT. OUR SERVICES AND ANY CONTENT APPEARING ON OUR SERVICES, INCLUDING USER CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, CLO MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT OUR SERVICES. CLO DISCLAIMS ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE JINNY TERMS.


7. LIMITATION OF LIABILITY

7.1 IN NO EVENT WILL ANY OF THE CLO PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY EVEN IF CLO WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 IN THE EVENT ANY CLAIM RELATING TO THE PERFORMANCE OR NONPERFORMANCE BY CLO PURSUANT TO THESE JINNY TERMS, OR IN ANY OTHER WAY CONCERNING OUR SERVICES IS MADE BY YOU, THE ACTUAL DAMAGES TO WHICH YOU MAY BE ENTITLED SHALL BE LIMITED TO THE FEES, IF ANY, PAID BY YOU FOR USE OF THE MARVELOUS DESIGNER SERVICES IN THE 180 DAY PERIOD PRECEDING YOUR CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE MARVELOUS DESIGNER SERVICES AND TERMINATE YOUR ACCOUNT.

7.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF STATUTORY OR IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN MAY NOT APPLY TO YOU. CONSEQUENTLY, IN SUCH JURISDICTIONS, THE LIABILITY OF THE CLO PARTIES IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING THE LIABILITY OF SUCH CLO PARTIES TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THIS LIMITATION IS INDEPENDENT OF ANY OTHER LIMITATION SET FORTH IN THESE JINNY TERMS.

7.4 IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE Section1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

7.5 THE CLO PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE OR ILLEGAL POSTING OR CONDUCT, ON OUR SERVICES, INCLUDING, WITHOUT LIMITATION, BY ANYONE OTHER THAN AUTHORIZED CLO EMPLOYEES WHILE ACTING IN THEIR OFFICIAL CAPACITIES.


8. INDEMNIFICATION
You agree to indemnify and hold CLO Parties harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services in violation of these Jinny Terms and/or any breach of your representations and warranties set forth above and/or if content you Post causes us to be liable to another.


9. EQUITABLE REMEDIES

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

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


10. Third Party Software.
You acknowledge that Service may contain copyrighted software of third parties, including open source software, which are obtained under a license from such parties ("Third Party Software"), which you can find the details here.