The following additional terms apply to your use of “swatchbook” branded applications, including the cloud-based platform, mobile applications and services (collectively, the “Services”). 

The swatchbook Additional Terms (the “Additional Terms”) 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. “Mobile Application” means the software application provided as part of the Services, which is designed for installation and use on mobile devices.

2. “Derived Data” means anonymized information or derivative works generated through the analysis and/or other processing of aggregated data relating to User Content. 

3. “Internal Business Needs” means, in reference to the Services, the use of such Services by an Authorized User to meet the internal requirements of your ordinary course of business. In no event will your Internal Business Needs include providing or making available the swatchbook Platform license to any third party. 

4. “Mobile Application Distributor" means a service or environment where Mobile Applications are made available for download and use by consumers.

5. “swatchbook Platform” means the swatchbook cloud-based SaaS solution for material sourcing and management for brands, suppliers, and manufacturers. 

6. “swatchbook mix” means an add-on service for advanced design and rendering workflows, allowing integration with the swatchbook Platform to design, utilize the re-mix feature, and manage the mix/swatchbook workflow. 

7. “User Content” means (i) electronic data—including any text, data, information, models, images, designs, datasets, files, documents and other content and data—submitted or transmitted to, uploaded, stored, shared, retrieved, or processed by you when using Services; and (ii) any specific output generated by the Service that is based on any of the foregoing.

2. License to Use and License Type. 

1. swatchbook Platform License Grant. Subject to your compliance with the Terms, CLO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, including applications, asset management tools, asset sync utilities, mobile and AR applications, cloud-hosted environments, APIs, and related content, solely for your Internal Business Needs for a period of twelve (12) months or the license term specified in the relevant Order Form, whichever is applicable.
   Functions stated above may be restricted depending on the tiers of license you subscribed to and may be subject to relevant Fees (or additional Fees) stipulated under the Order Form or invoice respectively.

2. Tiered Access and Functionality. Access to the swatchbook Platform is granted on a per-user, tiered subscription basis, which strictly dictates the available features and functionality. You may only use the features authorized by your purchased license type. Sharing of user credentials between third-parties is strictly prohibited. For more detailed information regarding license types and features, please see the pricing page on our official website for swatchbook or contact our business development representative.

1. Admin/Pro License. Under the Admin/Pro license, you will have full access to swatchbook Platform functions and administrative control of your account (Admin License).

2. Creator License. Under the Creator license, you will have an intermediate license to swatchbook Platform including core creative and exploration tools. 

3. Essential License. Under the Essential license, you will have  an entry-level license to swatchbook Platform focusing on basic access and creation capabilities. 

3. Add-on Services and Enterprise Features. The following features are available for additional purchase or are solely available to enterprise-level customers: swatchbook mix, restAPI, render tokens for mix, and storage. Along with the aforementioned add-on services, exclusive Enterprise Features include: organization domain with multiple sub-organizations, analytics, and dedicated support channel.

3. Mobile Application Use.

   The aforementioned license types all include access to the Mobile Application to which CLO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the mobile application on wireless devices that you own or control, and to access and use the Mobile Application strictly in accordance with these Terms and the usage rules set forth in the applicable Mobile Application Distributors' terms of service. This license and access to the Mobile Application (e.g. iOS, Android, etc.) is included with, and co-terminous with, your underlying license types (Admin/Pro, Creator, or Essential).   

1. Functionality. The Mobile Application offers 3D visualizations and all standard supplier and material metadata. Features unique to the mobile platform include the patented 1:1 view and the extension of the 3D view to Augmented Reality (AR). Users also have the ability to create new colorways of material via the Mobile Application. 

2. Supported Systems and IP. The Mobile Application use is limited to supported mobile operating systems (e.g., iOS, Android, etc.) and does not grant you any rights to the source code, underlying structure or intellectual property of the Mobile Application. All rights not expressly granted to you remain reserved by CLO.

   
   

3. Express Acknowledgements. In your use of the Mobile Application, you acknowledge that: 

a) the Terms are between you and CLO only, and not with the Mobile Application Distributor. CLO is solely responsible for the Services and obligations stipulated in the Terms. 

b) Mobile Application Distributor has no responsibility to provide maintenance or support services with respect to the Mobile Application; 

c) if Mobile Application fails to conform to any applicable warranty, you may notify the Mobile Application Distributor, and the Mobile Application Distributor may refund the purchase price (if any) for the Mobile Application. To the maximum extent permitted by applicable law, the Mobile Application Distributor will have no other warranty obligation with respect to the Mobile Application. 

d) Mobile Application Distributor is not responsible for addressing any claims you or any third party may have relating to the application or your possession and/or use of the Mobile Application, including: product liability claims, any claim that the Mobile Application fails to conform to any applicable legal or regulatory requirement, or claims arising under consumer protection or similar legislation. 

e) Mobile Application Distributor and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, the Mobile Application Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

4. User Content and Your Intellectual Property Rights

1. Ownership and Responsibility for User Content. You retain ownership of and are solely responsible for your User Content. By creating, submitting, transmitting, posting, or otherwise making your User Content available to any third party, you acknowledge and agree that: (1) you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your User Content; (2) you assume all risks associated with your User Content; and (3) CLO, its Affiliates, agents, licensors, resellers and their respective officers, directors, and employees shall not be liable for any User Content you use or transmit through the Service, including but not limited to any errors or omissions therein. 

2. License to Use User Content

1. For Operation and Promotion. You hereby grant CLO and its Affiliates a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to download, transmit, copy, collect, process, modify, arrange, reproduce, distribute, publicly perform, display, create a derivative work based on or otherwise use your User Content for for-profit and demonstration purposes in connection with the operation, promotion and marketing of Services.

2. For Aggregation and Improvement. 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 User Content, 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 the results are Aggregated. For the purpose of this Additional Terms, “Aggregated” means results that are (1) anonymized and not identifiable to any person or entity; (2) combined with the data of other customers or additional data sources; and (3) presented in a way which does not reveal Customer’s identity. For clarity, any Derived Data belongs to CLO. We own allIntellectual Property Rights and other rights, proprietary rights, titles and interests in or to Derived Data and such rights shall survive termination or expiration of these Terms and/or any licenses issued hereunder.

5. Service Operations and Scheduled Maintenance.

   CLO may perform scheduled maintenance from time to time to ensure the optimal performance, security, and reliability of the Services. CLO will use commercially reasonable efforts to provide advance notice of any scheduled maintenance that is expected to result in downtime. During such maintenance periods, access to the Services may be temporarily unavailable. CLO shall not be liable for any loss or damage resulting from such scheduled downtime.