The Marvelous Designer Additional Terms (“Additional Terms” or “MD Terms”) govern your use of Marvelous Designer Software and are incorporated in reference to the General Terms of Use ("General Terms") (the Additional Terms and the General Terms are collectively referred to as “Terms”). Capitalized terms not defined here have the same meaning as defined in the General Terms. 

1. DEFINITIONS

1.1 "CLO Avatars" means any avatars (i) included in the Licensed Materials or (ii) otherwise made available by CLO 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 Materials constitute a part of the Licensed Materials.

1.2 "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.

1.3 "Order Document" means either a quotation, invoice, or Order Form provided by CLO that sets forth, among other things, the order number, product, Fees, and/or License Details. In case of conflict regarding the License Details in the quotation, invoice, or Order Form (if applicable), the License Details in the invoice will supersede and govern the transaction between the parties.

1.3.1 "License Details" refers to the license information provided to Licensee by CLO exclusively for the purpose of this MD Terms. Such information is set forth in the Invoice and includes details such as the License Class, License Term, License Type, and authentication method for the Company's License.

1.4 "Licensed Materials" means Software, Supplemental Materials and User Documentation (a) made available by CLO to Licensee for download, (b) electronically delivered prepackaged with this MD Terms, or (c) otherwise accompanied by this MD Terms, provided that (i) in the case of Software, the Software is identified in the License Details, and (ii) Licensee has paid (and continues to pay) the applicable Fees (defined in General Terms Section 10 and subject to Section 2 herein). Licensed Materials includes, without limitation, any Updates, and new versions of the Licensed Materials that CLO provides or makes available to Licensee, as applicable.

1.5 "Licensee" or “you” means the following, in the context of:

1.5.1 individual use, either a: a) single, natural person or One Person Company subject to Section 2.1.1 of the MD Terms; or b) single, natural person enrolled as a student at a Qualified Academic Institution subject to Section 2.1.2 of the MD Terms, to which the Licensed Materials are exclusively licensed;

1.5.2 enterprise use, a single Legal Entity (defined in General Terms Section 1) subject to Section 2.1.3 of the MD Terms to which the Licensed Materials are exclusively licensed;

1.5.3 academic use, a single Qualified Academic Institution subject to Section 2.1.4 of the MD Terms to which the Licensed Materials are exclusively licensed.

1.6 "Modification" means any substantial and original change by Licensee (but only to the extent permitted by the intended functionality of the Software 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 and all of which possess an own degree of independent creativity from the Licensee. Modifications may not be made to Restricted CLO Samples. Subject to Section 7.5 of the General Terms, Licensee Content includes all work products that includes Modifications.

1.7 "Restricted CLO Samples" means non-modifiable dummies (and each of their elements), pre-designed clothing, trims and accessories (including, but not limited to, buttons, shoes, headwear, socks, and gloves) included in the Licensed Materials or made available by CLO via CLO-SET CONNECT (accessible at https://connect.clo-set.com/), and any other Licensed Materials specified as "Restricted Licensed Materials" (or similar verbiage).

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

1.9 "Updates" means, subject to the payment or continued payment of applicable Fees (defined in General Terms Section 10), any corrections, patches, maintenance, and/or replacement of a Software version with a new Software version as and when CLO deems such Update is necessary to correct errors, remove, add or improve functionalities, and/or add service packs. CLO’s obligations to provide Updates to the Software versions are further detailed in Section 5. Unless otherwise specified by CLO, where CLO makes Updates available to Licensee, CLO's obligations to support the previous version of the Software shall terminate in all respects following an Update thereto. For further details regarding technical support, see https://support.marvelousdesigner.com/hc/en-us/articles/18375639754137--What-is-the-product-version-support-policy-for-Marvelous-Designer.

1.10 "User Documentation" means the explanatory or instructional materials for Software or Supplemental Materials.

2. ELIGIBILITY AND LICENSE CLASS

For the purpose of determining your eligibility to purchase or acquire on a trial basis, the licenses to the Software under “Fee Based” or “Non-Fee Based” (collectively “License Class”), you agree that CLO reserves the right to bring Licensee into compliance with the eligibility requirements as set forth below:

2.1 Fee Based

2.1.1 Personal License
If purchasing a Personal License as a personal user under the “For Personal and Enterprise” tab on the “Plans and Pricing” section on our website, you represent that you are:

a) an individual, natural person (e.g. hobbyist, member of the general public, etc.) to which the Licensed Materials are exclusively licensed for personal use – and not as an Authorized User (defined in Section 2.1.3(a)) on behalf of a Legal Entity (that should be obtaining an Enterprise License under Section 2.1.3 or a Qualified Academic Institution (that should be obtaining an Academic License under Section 2.1.4)); or

b) a One Person Company (defined in General Terms Section 1) subject to the use of the Licensed Materials for its internal requirements of one’s business in its ordinary course, but specifically excludes reselling, distributing, or making available the Licensed Materials to any third party (“Internal Business Needs”). CLO retains the sole discretion to request independent documentation, including but not limited to articles of incorporation, business registration, tax returns/filings, proof of self-employment tax payment, etc., to verify entity status prior to granting access to the Services or Software.

Personal Licenses are offered on a:

a) Monthly Subscription basis or may be prepaid in twelve (12) month batches for a discount pursuant to Section 5.1.1; or

b) Perpetual Subscription pursuant to Section 5.1.3 as further described in our “Plans and Pricing” section of the website.

2.1.2 Student License
If purchasing a Student License as a student user under the “For Students and Schools” tab on the “Plans and Pricing” section on our website, you represent that you are:

a) a natural, individual person who is enrolled at a Qualified Academic Institution (defined in General Terms Section 1) to which the Licensed Materials are exclusively licensed for purposes directly related to learning, training, research, and development that are part of the educational program offered by a Qualified Academic Institution, but excluding any commercial, marketing, or any other for-profit purposes (“Academic Purpose”); and

b) aged thirteen (13) or older, and if considered a minor within the Licensee's respective jurisdiction, is accessing the Licensed Materials under the consent and supervision of a parent, legal guardian, or other legally responsible adult. In any event, if the Licensee is a minor in its jurisdiction, Licensee shall cease the use of the Licensed Materials and shall not submit any personal information to CLO.

Student Licenses are offered on a Monthly Subscription basis, but subject to be prepaid in twelve (12) month batches and limited renewals pursuant to Section 5.1.1 as further described in our “Plans and Pricing” section of the website.

2.1.3 Enterprise License
If purchasing an Enterprise License as an enterprise user under the “For Personal and Enterprise” tab on the “Plans and Pricing” section on our website, CLO will have deemed you, in CLO’s sole discretion, an Enterprise user subject to its Internal Business Needs, if any of the following applies:

a) you are a single, identified Legal Entity to which the Licensed Materials are exclusively licensed. For clarification, unless mutually agreed and authorized in writing by CLO: i) “Licensee” excludes any Affiliate of such Legal Entity; and ii) only employees or personnel under your control and authorized by you to access or use the Licensed Materials on your behalf (“Authorized User”) may install the Software;

b) you register for an MD account or make any purchases of our Services or Software using a corporate credit card on behalf of a company or a corporation, corporate email account, corporate email address, or corporate domain name;

c) you attempt to purchase a Personal License qualifying under Section 2.1.1 (b), but CLO has reason to believe that the entity in question has at least one (1) full-time employee other than the natural person who owns that entity;

d) you attempt to purchase a Personal License qualifying under Section 2.1.1 (a), but CLO has reason to believe that you are accessing the Licensed Materials on behalf of a Legal Entity that should be obtaining its own Enterprise License (e.g., you are a freelancer who accesses the MD Software through a computer owned by a Legal Entity);

e) you attempt to purchase an Academic License qualifying under Section 2.1.4, but CLO has reason to believe that you are attempting to access the Licensed Materials on behalf of a Legal Entity that should be obtaining an Enterprise License (e.g., you are requesting an Academic License on behalf of an entity not for Academic Purposes); or

f) for any other reason not specifically addressed by the foregoing subsections, you do not satisfy the spirit or letter of the conditions set forth above in Section 2.1.1 to qualify as a personal user eligible for a Personal License or the conditions set forth in Section 2.1.4 to qualify as an academic user eligible for an Academic License—as determined by CLO in CLO's sole discretion.

Enterprise Licenses are offered on either a Perpetual Subscription basis subject to Section 5.1.3 or Annual Subscription basis pursuant to Section 5.1.2 as further described in our “Plans and Pricing” section of the website.

2.1.4 Academic License
If purchasing an Academic License as an academic user under the “For Students and Schools” tab on the “Plans and Pricing” section on our website, you represent that you are:

a) a single Qualified Academic Institution (defined in General Terms Section 1) subject to the Academic Purpose; or

b) a home-based educational program or any other online programs formally designed to educate students outside of an institution recognized by an accrediting body, subject to the Academic Purpose and verified by CLO in its sole discretion. For clarity, any other online programs previously addressed do not include informal online courses without a curriculum, including but not limited to YouTube or any other streaming platforms.

Academic Licenses are offered on either a Perpetual Subscription basis subject to Section 5.1.3 or Annual Subscription basis pursuant to Section 5.1.2 as further described in our “Plans and Pricing” section of the website.

2.2 Non-Fee Based
You acknowledge and agree that Non-Fee Based licenses are solely available as a free, but non-renewable, non-extendable, and one-time basis licenses limited to one (1) individual person or Legal Entity (regardless of the version of Software) to which any access to, or use of any aspect of the Software beyond the expiration of the Non-Fee Based licenses (regardless of whether you utilize the same or another account for such access or use), shall be transitioned to a relevant Fee Based license. Any violation of the spirit or letter of the Section herein shall be subject to technical and legal remedies including but not limited to immediate suspension or termination (without prior notice) of the Licensed Materials.

2.2.1 Personal (or Student) Trial
If you qualify as a personal or student user (under Section 2.1.1 or 2.1.2 respectively) and acquire a license to the Software under the “Personal” tab of the “Start For Free” button on our website, you agree to the following:

a) duration of the trial period is fourteen (14) days from when you download the Software. Relevant Fee shall be charged upon the expiration of the aforementioned trial period either on a Monthly Subscription basis (Section 5.1.1) or Annual Subscription basis (Section 5.1.2). For clarity, student users are only subject to an Annual Subscription basis;

b) access to the trial period is subject to your compliance with the Trial Purpose. “Trial Purpose” means purposes of initial evaluation and demonstration of the capabilities of the Software but specifically excludes: i) competitive analysis, commercial, professional, or other for-profit purposes (e.g., making work product via Software to sell to third studios or independent contractors); ii) distribution and/or dissemination of all or any portion of the Licensed Materials to third parties; and iii) tutoring, training, and/or educating third parties.

Upon expiration of a Personal (or Student) Trial, you shall be automatically subject to either a Personal or Student License to which the Fee under Monthly Subscription (Section 5.1.1) shall be charged on the day following the end of the trial period.

2.2.2 Enterprise (or Academic) Trial.
If you qualify as an enterprise or academic user (under Section 2.1.3 or 2.1.4 respectivel1y) and acquire license to the Software under the “Enterprise” tab of the “Start For Free” button on our website (or via direct inquiry to the MD sales team), you agree to the following:

a) unless otherwise agreed in writing by the parties, the duration of the trial period is thirty (30) days from either: i) when you acquire access to the Licensed Materials; or ii) on the date agreed by the parties in writing as the commencement date; 

b) access to the Licensed Materials shall be subject to your compliance with the Trial Purpose. 

Upon expiration of an Enterprise (or Academic) Trial, you shall be automatically subject to either an Enterprise or Academic License to which the Fee under Annual Subscription (Section 5.1.2) shall be charged on the day following the end of the trial period, unless agreed otherwise by the parties. 

3. LICENSE TO USE OUR SERVICE & SOFTWARE

3.1. License Grant. Subject to and conditioned on Licensee's continuous compliance with MD Terms, CLO grants Licensee, for the limited duration of the applicable License Term (or trial period) for which the Fees (if applicable) have been paid: 

a) a non-exclusive, non-sublicensable, non-transferable, personal, limited license to install and/or access the Licensed Materials, in each case solely within the scope of the License Class, License Type, and Permitted Number (defined in Section 5.3.1(b)); and 

b) to the extent any Modification contains any CLO Sample, a worldwide, royalty-free license in respect of such CLO Sample–unless the Modification contains any CLO Avatar, in which case Section 4.1 shall apply.

4. UNAUTHORIZED ACTIVITIES

4.1 CLO's Default Avatars

4.1.1 You shall not publish, post, or otherwise disseminate any CLO Avatar a) onto any e-commerce website, 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.

4.1.2 Sample Distributions
For clarity, you shall not have the right to use CLO Avatars in conjunction with Modifications to send as samples to suppliers, customers, factories, and Affiliates (collectively, "Sample Distribution") without having to comply with Section 4.1.1, provided that:

a) such suppliers, customers, factories, or Affiliates and their respective personnel do not gain access to any other component of the Licensed Materials by virtue of such Sample Distributions (unless such suppliers, customers, factories, or Affiliates have purchased or received from CLO their own licenses to the Licensed Materials); and

b) proper attribution is given to CLO in each instance of such Sample Distribution pursuant to the specifications CLO provides.

4.1.3 In case you are in breach of Section 4.1.1 or 4.1.2, CLO may impose on you a legal monetary penalty of up to twenty-five thousand (25,000) USD.

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

4.3 You may not: a) translate, adapt, arrange, or create derivative works based on, or otherwise modify our Software 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 Services or Software and such Modifications ensure that the CLO Sample is not the primary source of value; b) distribute CLO Samples as your work product without Modifications; c) distribute and/or make Modifications to Restricted CLO Samples; or d) authorize any third party to do any of the foregoing.

4.4 WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, DEACTIVATE OR TERMINATE ACCOUNTS, PROHIBIT ACCESS TO ALL OR ANY PORTION OF OUR SERVICES, DELAY OR REMOVE USER CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING OUR SERVICES IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF CLO OR 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 SERVICES, AND CLO IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

5. LICENSE TERM (PAYMENT), CANCELLATION, AND LICENSE TYPE

5.1 License Term (Payment)

5.1.1 Monthly Subscription When Licensee purchases a license on a Monthly, Annual, or Perpetual Subscription basis, Licensee will receive access to the then-current version of the Licensed Materials that CLO makes available online or in downloadable form, subject to the following:

a) Term: From the date of your payment of the applicable Fee, the term of the Monthly Subscription is either one (1) calendar month, if paid on a monthly basis, or twelve (12) calendar months, if prepaid in twelve (12) month batches (collectively “Monthly Subscription Term,” “License Term,” “Term,” “Monthly Subscription,” or “Subscription Term”).

b) Auto-Renewals for Monthly Payment: Licenses paid on a monthly basis shall renew automatically on the next day of the date when the previous Monthly Subscription Term expires (“Renewal Date”), unless Licensee cancels the subscription prior to the Renewal Date. Licensee will be obligated to pay the corresponding Monthly Subscription Fee for any and all Monthly Subscription Terms that are auto-renewed. Licensee will be billed monthly for the Licenses on or about the same day of the Renewal Date each month until the subscription is subject to Cancellation (Section 5.2).

c) No Auto-Renewals for Twelve-Month Batches: Licenses prepaid in twelve (12) month batches shall neither be auto-renewed nor be subject to Cancellation.

d) Limited Renewals for Student Licenses: Student Licenses may only be renewed once within forty-eight (48) months from its initial purchase. For clarity, the Licensee shall then be entitled to purchase a total of two (2) Student Licenses within four (4) years.

e) Updates: The right to receive Updates is included in the relevant Monthly Subscription Fee, either by paying on a monthly basis or prepaying in twelve (12) months batches.

5.1.2 Annual Subscription When Licensee purchases an Academic or Enterprise License on an Annual Subscription basis, Licensee will receive access to the then-current, non-perpetual version of the Licensed Materials that CLO makes available for a period of twelve (12) months, subject to the following.

a) Initial Term: Annual Subscription shall commence from the date of either: i) your payment of the applicable Fee through Online Payment (defined in General Terms Section 10.1.1); or ii) upon delivery of the Licensed Materials or date set forth in the relevant invoice or Order Form (if applicable) and shall continue for a period of twelve (12) months thereafter (“Initial Term”).

b) Renewal Term: “Renewal Term” means, unless otherwise agreed to in writing by the parties, the twelve (12) month term that follows either the Initial Term or a previous Renewal Term. For clarity, the Initial Term or previous Renewal Term may either be a full twelve (12) month term or a prorated term, if necessary to match the then-active Subscription Term. No Renewal Term shall become effective unless CLO provides a relevant invoice and it is purchased by Licensee. Any Licenses under an Annual Subscription basis that are not renewed shall expire at the end of the applicable Term and become subject to General Terms Section 15.2 (Post Termination). Licensee shall monitor the remaining term of the subscription period and renew it prior to expiration by notifying CLO and subsequently purchasing through the relevant Ordering Document. Licensee acknowledges that content associated with one’s Account may be lost upon failure to renew on a timely basis.

c) License Term: The Initial Term and any subsequent Renewal Terms are collectively referred to herein as the "License Term," "Term," "Annual Subscription," "Subscription Term," or "Annual Subscription Term."

d) Updates: The right to receive Updates is included in the relevant Annual Subscription Fee.

5.1.3 Perpetual Subscription When Licensee purchases a Personal, Academic, or Enterprise License on a Perpetual Subscription basis, Licensee receive access to the version of the Licensed Materials that CLO makes available on CLO's downloadable archive, subject to the following.

a) Perpetual Subscriptions are subject to the payment of a one-time Perpetual Subscription Fee and/or the applicable Update Fees.

b) Discontinued: As of November 25, 2020, and the release of Version 10 of the Marvelous Designer Software, CLO no longer offers Perpetual Subscriptions for purchase. For any previously purchased Perpetual Subscription, CLO will continue to make available Updates subject to the payment of additional Fees—up to Version 12 of the Software (i.e., up to approximately two to three years after Perpetual Subscriptions are discontinued). Alternatively, any previously purchased Perpetual Subscriptions may be traded in for an Annual Subscription upon the payment of the applicable Update Fee, where the Annual Subscription Fee for such Annual Subscription will be waived for the Initial Term and first Renewal Term only. However, notwithstanding any other provision of these Terms, CLO has no obligation to provide any Updates, support (technical or otherwise), or license installers to Licensee or any customer or Authorized User for any Software that is more than three (3) versions of the Software behind the latest version.

c) Updates: Licensee is not required to purchase any Updates, but any such Update to the Licensed Materials subject to a Perpetual Subscription requires the payment of additional Update Fees in addition to the one-time Perpetual Subscription Fee.

i) Updates for Recent Versions: For Updates to a version of the Software that is less than three (3) versions behind the then-current version, the Update Fee shall be: a) Twenty-five percent (25%) of the Perpetual Subscription Fee, if the version of the Software being Updated is the version immediately preceding the then-current version; or b) Forty percent (40%) of the Perpetual Subscription Fee, if the version of the Software being Updated is two or three versions behind the then-current version.

ii) Updates for Significantly Older Versions: For any Update to a version of the Software that is more than three (3) versions behind the then-current version, Licensee must purchase a new Annual Subscription in order to access the latest version of the Software.

d) Trade-In Option for Perpetual Personal License: Upon the payment of the applicable Update Fee as set forth in License Details, Licensee may trade in any previously purchased Perpetual Subscription, up to three (3) versions behind the latest version of the Software (up to Version 12 of the Software), for an Annual Subscription. In such case, the Annual Subscription Fee for the initial Term (i.e., for Subscription Year 1) shall be waived. However, if Licensee chooses to renew any such Annual Subscription for subsequent Renewal Terms after the expiration of the Initial Term (i.e., for Subscription Year 2 and beyond), Licensee shall be responsible for payment of the full Annual Subscription Fee to CLO for each Renewal Term. It is important to note that all Trade-Ins are final, and Licensee shall have no right to revert to or retrieve previously traded-in perpetual subscriptions.

e) Trade-In Option for Existing Perpetual Enterprise or Academic License: Effective from May 27, 2024, the Trade-In service for Enterprise Perpetual Subscriptions of the MD Software will undergo the following modifications, remaining in effect until December 31, 2025:

i) “Converted Subscription” means the Perpetual Subscriptions (Software versions 4 to 12) which Licensee converts to Annual Subscriptions via the Trade-In Option. Perpetual Subscriptions shall only be converted, simultaneously, into Annual Subscriptions of the Software where each Perpetual Subscription used to be granted access.

ii) After adopting the Trade-In Option, the Converted Subscriptions will be charged annually for the same pricing structure as the Annual Subscription Fee of Enterprise Licenses (subject to Section 5.1.2).

iii) Partial Trade-Ins within the same version will not be permitted. For instance, Licensee with two (2) MD 10 must convert both Perpetual Subscriptions simultaneously or none at all.

iv) All converted Annual Subscriptions are final—without the possibility of reverting to, or retrieving, any Perpetual Subscriptions that are traded in.

v) As an incentive, the Initial Term of the Annual Subscription Fee will be waived per Converted Subscription. However, if there are multiple licenses converted at once, Licensee may not request the waiver of multiple years’ Annual Subscription Fee under one UserID. For example, a user may not trade-in seven (7) licenses into one (1) license with a seven (7) year Subscription Term.

5.2 Cancellation
Licensee retains the right to cancel the purchased Monthly Subscription, Annual Subscription, or Perpetual Subscription at any time ("Cancellation"), except that of Monthly Subscription prepaid in twelve (12) month batches. Unless otherwise explicitly granted by CLO, all Cancellations shall be non-refundable.

Fees for the relevant License Term shall not be charged or invoiced for the subsequent Term once Cancellation takes place. Licensee further retains access to the Licensed Materials for the remaining Term of the relevant License Term after its Cancellation.

For clarity, precedence of Cancellations shall not restrict or prevent the Licensee from repurchasing in the future. CLO reserves the sole right to amend and enforce its Cancellation policies.

5.3 License Type
CLO makes available the Marvelous Designer Software under either the Network or Standalone License Types, each with their own terms, conditions, and authentication methods.

5.3.1 Network
Under a Network license type—also known as a "floating license" model—Licensee may install copies of the Licensed Materials and access the Licensed Materials on a "Networked Basis."

a) "Networked Basis" means a computing environment that includes a computer acting as a file server which allows the Licensed Materials installed on such computer to be uploaded and installed to, and operated, viewed, or otherwise accessed from, other computers through a local area network (LAN) connection or other network connection, subject to the Permitted Number of computers or Permitted Number of concurrent Authorized Users, as applicable.

b) “Permitted Number” means a maximum number (e.g., number of Authorized Users, concurrent users, sessions) specified in the Ordering Document. For clarity, the Permitted Number of concurrent users that may access the Software under an Enterprise or Academic License as an Authorized User is equal to the number of licenses purchased by the Licensee as specified in the Ordering Document.

Network Online Authentication. In order for an Authorized User to access the Licensed Materials through Network Online Authentication, an internet connection will be required to log in each instance to authenticate the Authorized User’s ID and password. Under Network Online Authentication, the designated Licensed Materials may be installed locally (rather than non-locally on computers connected to a network) on as many computers of Authorized Users as necessary for Licensee's Internal Business Needs, provided that the Permitted Number of Authorized Users who may access or use the Licensed Materials concurrently at any one time shall not exceed the total number of non-expired licenses provided to Licensee as specified in the Ordering Document.

For further details regarding Network Offline Authentication, see Annex I for Software-based License Key (“SL Key”) and Hardware-based License Key (“Dongles”).

5.3.2 Standalone
Under a Standalone license—also known as a "node-locked" license—the Licensed Materials must be installed on a single computer for non-concurrent use. Specifically, a Standalone license type is tied to both a single computer and a single ID. As such, the license may not be accessed from any other computer at the same time or by more than one (1) Authorized User at a time. Standalone Annual Subscriptions are only offered under the online authentication method, whereas Standalone Perpetual Subscriptions (before sales of which licenses were discontinued on November 25, 2020) used to be offered under both the online authentication method as well as the offline authentication method.

Standalone Online Authentication. In order for an Authorized User to log in and access the Licensed Materials under a Standalone Online Authentication, an internet connection will be required in each instance to authenticate the Authorized User’s ID and password. In order to access such Licensed Materials on a different computer, Licensee must contact CLO to submit a request that the said Standalone Online Authentication be deactivated from the previous computer and subsequently activated on the new computer.

6. GENERAL PROVISIONS

6.1 Third Party Software. Licensee 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 can be found at https://legal.clo-set.com/additional-md-tps.  

6.2 Technical and Customer Support. Subject to the other provisions of these Additional Terms, CLO will attempt to help you with any queries or problems that you may have with the Services, any of your purchases, and any questions about these Additional Terms generally. To reach our customer support team, please contact the MD Support Team (support@marvelousdesigner.com).

___________________________________________
ANNEX I - Network Offline Authentication

1. Software-based License Key ("SL Key")

1.1 "SL Key" means a software-based, virtual license key that is used to authenticate a valid license to the Licensed Materials. The SL Key authentication method is available for Annual Subscription. The SL Key method is also available for certain Perpetual Subscriptions that are Updated to the latest version of the Software; provided that the Perpetual Subscription in question is eligible for an Update under this MD Terms and that the applicable Update Fee is paid.

1.2 IN ORDER FOR AN AUTHORIZED USER TO ACCESS THE LICENSED MATERIALS UNDER THE SL KEY METHOD, INTERNET CONNECTION AND FILE TRANSFER MAY BE REQUIRED IN THE FIRST INSTANCE OF INSTALLING AND ACTIVATING THE SOFTWARE ON THE FILE SERVER FROM WHICH THE LICENSED MATERIALS WILL BE ACCESSED ON THE COMPUTERS OF AUTHORIZED USERS, ON A NETWORKED BASIS.

1.3 UNDER THE SL KEY METHOD, THE DESIGNATED LICENSED MATERIALS MAY BE INSTALLED ON AS MANY COMPUTERS OF AUTHORIZED USERS AS NECESSARY FOR LICENSEE'S INTERNAL BUSINESS NEEDS SUBJECT TO SECTION 2.1.1(b); provided that the such computers are connected to the file server through Permitted Number of Authorized Users who may access or use the Licensed Materials concurrently at any one time shall not exceed the total number of non-expired licenses provided to Licensee under this MD Terms.

1.4 FOR REFERENCE, CLO PROVIDES INSTRUCTIONS ON HOW TO ACTIVATE AND INSTALL LICENSES UNDER THE SL KEY METHOD ON ITS WEBSITE. AS OF THE EFFECTIVE DATE, THE LATEST INSTRUCTIONS CAN BE FOUND AT: https://marvelousdesigner.zendesk.com/hc/en-us/articles/900002538043-Requesting-Network-Software-License-activation-First-Time-installation.

1.5 REISSUING AN SL KEY. IF AN SL KEY NEEDS TO BE REISSUED DUE TO NO FAULT OF CLO, CLO WILL REISSUE AN SL KEY PROVIDED THAT LICENSEE PAYS CLO THE FOLLOWING: (A) ONE HUNDRED DOLLARS PLUS (B) ONE HUNDRED DOLLARS MULTIPLIED BY THE NUMBER OF SL KEY COPIES THAT ARE BEING REISSUED (COLLECTIVELY, THE "REISSUE FEE"). IF, HOWEVER, AN SL KEY NEEDS TO BE REISSUED DUE TO THE FAULT OF CLO, CLO WILL REISSUE AN SL KEY AT NO COST TO LICENSEE. FOR THE AVOIDANCE OF DOUBT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS MD TERMS, CLO HAS NO RESPONSIBILITY WHATSOEVER TO REISSUE AN SL KEY (UNLESS LICENSEE PAYS OF THE APPLICABLE REISSUE FEE) FOR ANY SL KEY THAT NEEDS TO BE REISSUED DUE TO A LOSS OF FILES ASSOCIATED WITH THE FILE TRANSFER PROCESS OR DUE TO ANY PROBLEM WITH THE SERVER ON WHICH THE SL KEY IS INSTALLED.

1.6 REHOSTING. "REHOST" MEANS TO MOVE AN SL KEY FROM ONE PHYSICAL DEVICE OR VIRTUAL ENVIRONMENT TO ANOTHER. FOR ANY SL KEYS THAT WERE ISSUED TO AUTHENTICATE LICENSES FOR A VERSION OF THE SOFTWARE THAT IS NOT THE LATEST VERSION AT THE TIME OF THE REHOST REQUEST, CLO SHALL REHOST AN SL KEY UPON THE REASONABLE REQUEST OF LICENSEE, PROVIDED THAT LICENSEE PAYS CLO THE FOLLOWING: TWO HUNDRED DOLLARS PER SL KEY (THE "REHOST FEE"). IN SUCH EVENT, CLO SHALL ONLY BE RESPONSIBLE FOR REHOSTING THE SL KEY TO THE EXTENT REHOSTING IS TECHNICALLY FEASIBLE AND PERMITTED UNDER THE H2H FILE TRANSFER METHOD. FOR ANY SL KEYS THAT WERE ISSUED TO AUTHENTICATE LICENSES FOR A VERSION OF THE SOFTWARE THAT IS THE LATEST VERSION AT THE TIME OF THE REHOST REQUEST, CLO SHALL REHOST AN SL KEY AT NO COST TO LICENSEE, UPON THE REASONABLE REQUEST OF LICENSEE.

2. Hardware-based License Key ("Dongles")

2.1 Also known as Hardware-based License Key ("HL Key") or Hardware-Against-Software-Piracy Key ("HASP Key"), "Dongle" means a physical USB device that is used to authenticate a valid license to the Licensed Materials. The Dongle method of authentication is available for Perpetual Subscriptions only (which are no longer offered for sale as of November 25, 2020). Under the Dongle method, Licensee must install the designated Licensed Materials on a single file server computer and permit access to such Licensed Materials to Authorized Users in Licensee's network, subject to the Permitted Number of concurrent Authorized Users. Dongles are tied to a specific USER ID, but not to a specific computer.

2.2 IF A DONGLE IS DAMAGED, DESTROYED, MISPLACED, OR OTHERWISE BECOMES IMPAIRED OR UNUSABLE DUE TO NO FAULT OF CLO, CLO WILL PROVIDE A REPLACEMENT DONGLE, BUT ONLY UPON PAYMENT BY LICENSEE OF THE FOLLOWING: (A) IN THE CASE WHERE SUCH DONGLE IS DAMAGED, DESTROYED, IMPAIRED OR UNUSABLE (AND RETURNED TO CLO), THE ACTUAL REPLACEMENT COST OF SUCH DONGLE, AND (B) IN ALL OTHER CASES, THE FEE PAID BY LICENSEE FOR THE LICENSE EMBODIED IN THE REPLACED DONGLE.

2.3 IF A REPLACED DONGLE IS SUBSEQUENTLY FOUND AND/OR IS USABLE, LICENSEE SHALL PROMPTLY SHIP THE REPLACED DONGLE BACK TO CLO. NO REFUNDS ARE PROVIDED EVEN IF A REPLACED DONGLE IS SUBSEQUENTLY FOUND. IF LICENSEE REQUESTS A REPLACEMENT DONGLE, LICENSEE IS AUTHORIZED TO USE ONLY THE REPLACEMENT DONGLE AND NOT THE REPLACED DONGLE.

2.4 IN ADDITION TO ANY OTHER RIGHTS CLO MAY HAVE WITH RESPECT TO REPLACED DONGLES, ANY USE OF A REPLACED DONGLE BY LICENSEE AFTER RECEIVING A REPLACEMENT DONGLE WILL RESULT IN THE AUTOMATIC TERMINATION OF THE CORRESPONDING LICENSE (WITHOUT REFUNDS) TO USE THE LICENSED MATERIALS.

2.5 NOTWITHSTANDING ANY OTHER PROVISION OF THIS MD TERMS, CLO HAS NO RESPONSIBILITY WHATSOEVER TO REPLACE (OR PROVIDE WHATEVER SUPPORT) FOR ANY DONGLES THAT WERE ISSUED TO AUTHENTICATE LICENSES FOR A VERSION OF THE SOFTWARE THAT IS MORE THAN THREE (3) VERSIONS BEHIND THE LATEST VERSION OF THE SOFTWARE WE MAKE AVAILABLE ONLINE.

3. SL Key and Dongle Methods Require Separate Networks

3.1 The SL Key authentication method does not operate on the same network and file server as the Dongle authentication method. Accordingly, Annual Subscription Network Offline Licenses (under the SL Key method) and Perpetual Network Offline Licenses (under the Dongle method) cannot be accessed by Licensee's Authorized Users from the same network or file server—unless the authentication method for any such Perpetual Network Offline Licenses are switched from the Dongle method to the SL Key method pursuant to the C2V-V2C File Transfer method set forth below.

4. Key Conversion Fee

4.1 For the avoidance of doubt, in order for Licensee to change the authentication method for any licenses from the Dongle method to the SL Key method, Licensee must pay the following: (1) one hundred dollars multiplied by the number of SL Key copies plus (2) one hundred dollars (collectively, the "Key Conversion Fee").

5. Customer-to-Vendor and Vendor-to-Customer File Transfer ("C2V-V2C File Transfer")

5.1 The C2V-V2C File Transfer method can be used by Licensees who have existing Perpetual Subscriptions under the Dongle method (A) to update Licensee's account information, product type, and/or the number of licenses—all without changing Dongles themselves; or (B) to change authentication methods from the Dongle method to the SL Key method--in which case (i) Licensee must pay the Key Conversion Fee, (ii) the Dongle must be returned to CLO, (iii) such Dongle shall then be treated in the same manner as a "Replaced Dongle" as that term is used elsewhere in this MD Terms, and (iv) the SL Key method shall be treated as the "Replacement Dongle" as that term is used elsewhere in this MD Terms.

5.2 Under the C2V-V2C File Transfer method, Licensee is able to manually activate the Software after the applicable files are transferred between Licensee and CLO under a process outlined on CLO's website. As of the Effective Date, the latest instructions are available at https://marvelousdesigner.zendesk.com/hc/en-us/articles/360037030012-License-Key-Update-With-Dongle. As of the Effective Date, the C2V-V2C File Transfer method is only available on Windows PCs.