Last updated as of
Feb 28, 2024
Please read Section 3 (Dispute Resolution, Class Action Waiver, and Governing Law) carefully as it governs the resolution of disputes. If you do not agree with the terms (as defined below), including Section 3 (if you have not opted as allowed herein) and class action waiver, please do not use the Services. Please note that, if you are an existing user of our Services and have executed an agreement prior to the General Terms, the terms pertaining to dispute resolution in the previously executed agreement will remain effective until May 1, 2024. As of May 1, 2024, Section 3 of the General Terms will become effective for you. For new users, Section 3 of the General Terms will be effective upon your acceptance to the Terms.
Definition. Unless otherwise defined in the main body of the Terms, capitalized terms used in the Terms are defined as follows:
1.1 "Affiliate" of a person or entity shall mean any entity that Controls, is Controlled by, or is under common Control with such person or entity. "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of registered capital or voting securities, by Agreement or otherwise, and includes (i) ownership directly or indirectly of fifty percent (50%) or more of the shares or other equity interests in issue or registered capital of such entity, (ii) ownership, directly or indirectly of fifty percent (50%) or more of the voting power of such Person or (iii) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such entity, and the terms "Controlled" and "Controlling" shall have correlative meanings.
1.2 “Brand Feature(s)” means any trade name, trademark, service mark, logo, brand, domain name, or other distinctive brand feature of each party, respectively as owned (or licensed) by such party from time to time.
1.3 "Include," "including," and "such as" are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.
1.4 “Intellectual Property” means any rights, titles, and interests (under any jurisdiction, whether protectable or not, and whether registered or unregistered) in and to any inventions, discoveries, works of authorship, domain names, software, algorithms, designs, databases, data, know-how, technology, and/or other intellectual property, and includes without limitation patents, copyright and similar authorship rights, trade secret and similar confidentiality rights, design rights, trademarks, as well as all related applications and goodwill.
1.5 "Legal Entity" or "entity" means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization.
1.6 "One Person Company" means a one person company, a sole proprietorship, a single-member LLC that does not elect to be treated as a corporation for tax purposes (“disregarded entity”), a freelancer, a self-employed independent contractor, or similarly situated self-employee who is otherwise in business for yourself.
Your Agreement with CLO
2.1 Binding Agreement. The Terms are a legally binding agreement between you and CLO Virtual Fashion, LLC and its Affiliates (“CLO”, “we”, “our”, or “us”). By using the Services, you agree to be bound by the Terms. If you have entered into another agreement with us concerning specific Services, then the terms of that agreement controls where it conflicts with the Terms.
If you accept or agree to the Terms on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to the Terms, and in such event, “you” and “your” will refer and apply to that Legal Entity. If you are a Legal Entity, acceptance of the Terms by any of your employees, academic staff, contractors, representatives, or other users will be binding on you.
If you are a One Person Company, CLO may request documentation such as articles of incorporation, business registration, tax returns/filings, and proof of Self-Employment Tax payment, verifying the status of your entity.
By using the Services, you affirm that you are of legal age to enter into the Terms, or, if you are not, that you have obtained parental or guardian consent to enter into the Terms.
2.2 Changes to Terms. We may modify the Terms from time to time in our sole discretion. In such case, we will notify you by revising the date at the top of the Terms. In some cases, we may provide you with additional notice such as by email or in-service notice. You should look at the Terms regularly. Unless otherwise noted, the modified Terms will be effective immediately, and your continued use of our Services confirms your acceptance of the modifications. If at any point for any reason you do not agree to the revised Agreement or to any portion of the then-current version of the Terms (or any other CLO policy, guidelines, rules or codes of conduct), you must stop using the Services. Your continued use of the Services constitutes your consent to such changes.
Dispute Resolution, Class Action Waiver, and Governing Law
3.1 Informal Resolution. If you have an issue that our customer support can’t resolve (“Claim”), prior to taking any other dispute resolution measure (such as arbitration or litigation), you and CLO agree to attempt to resolve the dispute informally and in good-faith by sending your notice of Claim to the address set forth in Section 25 with a subject line of “NOTICE OF CLAIM”. Please include your name, Account, description of the nature and basis of your Claim, and the relief you are seeking.
3.2 Binding Arbitration. If we fail to resolve your Claim amicably through an Informal Resolution, such Claim shall be finally resolved by an individual arbitrator before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not sue in court in front of a judge or jury. If you reside in the Americas, Judicial Arbitration and Mediation Services (JAMS) will administer the arbitration in JAMS New York Resolution Center, pursuant to its Streamlined Arbitration Rules and Procedures. If you reside in Australia, New Zealand, Japan, mainland China, Hong Kong, Macau, Taiwan, South Korea, India, Sri Lanka, Bangladesh, Nepal, or a member state of the Association of Southeast Asian Nations (ASEAN), then the Korean Commercial Arbitration Board (KCAB) will administer the arbitration in Korea under its Rules of Arbitration, which rules are deemed to be incorporated by reference in this section. Otherwise, the London Court of International Arbitration (LCIA) will administer the arbitration in London, UK under the LCIA Arbitration Rules. There will be one arbitrator that you and CLO mutually select. The arbitration will be conducted in the English language. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and CLO. In the event of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees and costs of arbitration, the Terms will govern.
3.3 Right to Opt Out. You have the right to opt out of arbitration and class action waiver by notifying us of your decision in writing at the address set forth in Section 25. You must opt-out within 30 days of the date you first agree to the Terms.
3.4 Class Action Waiver. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Software, Services, or this Terms. You also agree not to seek to combine any action or arbitration related to the Services or the Terms with any other action or arbitration without the consent of all parties to the Terms and all other actions or arbitrations.
3.5 Governing Law. The laws of the State of New York, USA govern the interpretation of the Terms and apply to claims for breach of the Terms, regardless of conflict of laws principles. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside.
4.1 Additional Terms. CLO offers various Services. As a result, additional terms may apply, which will be made available with the relevant CLO Service (“Additional Terms”). If there is any conflict between the General Terms and the Additional Terms, then the Additional Terms shall govern in relation to those Services.
Registration, Usernames, and Account
5.1 Account Registration. You must create an account to access our Services (“Account”). As part of the registration process or during the use of our Services, you will be required to create log-in credentials and provide certain types of personal information, including your name and a valid email address (collectively, your “Registration Information”). You represent and warrant that all Registration Information you provide is truthful, accurate and complete, and that you will maintain the accuracy of such information. You are responsible for all activity that occurs in association with your Account. We are not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
5.2 Integrated Account. Except for those authorized to access or use the Services by a Legal Entity, CLO now offers an integrated account method, allowing you to access all Services using a single account and password (“Integrated Account”). If you have maintained separate accounts for each Service, you may be asked to create an Integrated Account or connect your separate accounts to an Integrated Account. Upon accessing the Services with your Integrated Account, you understand and agree that CLO may use the Registration Information you have previously provided for other Services to the extent necessary to enable the Integrated Account.
6.2 Transfer of Personal Information. We process and store information in the U.S. and other countries. By using the Services, you authorize CLO to transfer your personal information across national borders and to other countries where CLO and its partners operate.
6.3 Connectivity. You hereby consent that certain aspects of the Software require access to and use of content and services that are hosted on websites or servers maintained by CLO, and accessing such content or services and use of the Software will cause your computer, without additional notice, to connect automatically to the Internet and to communicate with CLO.
6.4 Activation and Security. Access to the Services and installation of the Software require, and the continued use thereof may from time to time require, remote authentication by CLO or activation codes issued by CLO. YOU ACKNOWLEDGE AND AGREE THAT INSTALLATION OF THE SERVICES AND/OR SOFTWARE MAY BE DISABLED BY CLO PROTECTION MECHANISMS IF YOU TRY TO TRANSFER ALL OR A PART OF THE OUR SOFTWARE TO ANOTHER COMPUTER, IF YOU ARE NOT AN AUTHORIZED USER, IF YOU TAMPER WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN OUR SOFTWARE, IF YOU USE OUR SOFTWARE PAST THE APPLICABLE LICENSE TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, YOUR ACCESS TO YOUR WORK PRODUCT AND OTHER DATA MAY BE AFFECTED.
6.5 Electronic Communications. When you use the Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email (if provided by you) or by posting notices through the Services. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
Use of the Services
7.1 License. Subject to your compliance with the Terms and applicable laws, we hereby grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable right for you to install, access and use the Services that we make available to you, and that you license from us.
7.2 Unauthorized Activities. You may use the Services only for lawful purposes, in accordance with the Terms, and only in the manner contemplated by the functionalities of our Services (in CLO's sole judgment).
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 the Services;
(ii) install or access the Services with any product code, authorization code, serial number, or other copy-protection device not supplied by CLO;
(iii) repackage, sell, rent, lease, sublicense, redistribute, make available, or syndicate access to, or otherwise provide access to the Services or part thereof;
(iv) use the Services in a way that violates applicable law, including illegal activities, such as payment and refund fraud, child pornography, gambling, piracy, or infringement of other parties' Intellectual Property rights;
(v) use, copy, modify, reverse engineer, disassemble, decompile, or modify the Services, or otherwise attempt to derive source code of the Services; and (vi) create CLO accounts for the purpose of violating the Terms, including but not limited to, creating fake accounts, or for circumventing account termination and;
(vii) use the Services on a service bureau or time-sharing basis or their functional equivalent (e.g. multi-session RDP), without the express written authorization of CLO.
Without limitation of the generality of the foregoing, you may not use the Services in the matter that:
(i) is likely to interrupt, suspend, slow down or hinder the continuity of the Services,
(ii) constitutes an intrusion or attempt to break into Services or CLO's computer or networking systems,
(iii) will divert of the Services' system resources,
(iv) may place a disproportionate load on the infrastructure of the Services, and;
(v) constitutes an attack on security and authentication measures of the Services or CLO's computer or networking systems.
Without limitation, you will use commercially reasonable efforts to prevent any other unauthorized use, including any use, possession, knowledge, viewing, inspection, examination, recording, copying, disclosure, or other activity involving any of the Services that is not expressly authorized under the Terms. In the event of any unauthorized use by any third party that obtained access to the Services directly or indirectly through you, you will take all steps commercially reasonable and necessary to terminate such unauthorized use.
7.3 CLO Property. The Services are licensed, not sold, to you for use only under the Terms, and CLO reserves all rights not expressly granted to you. The Services, and their content, features, and functionality 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 the Terms, the Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, service marks, logos, or any other right, title or interest in the Services, ownership of which is retained by CLO and its suppliers, as applicable. Any updates to the Services are also governed by the Terms.
7.4 Changes to Services. You acknowledge that CLO has been, is, and will be constantly making changes to the Services. These changes include modifications to features, functions or abilities of any element of the Services. All descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on the Services, are subject to change (including availability) at any time without notice. CLO reserves the right to modify, amend, update, or change its Services, in whole or in part, at any time and without prior notice to you.
Third Party Software and Services.
8.1 Third Party Software. You acknowledge that certain Services 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 applicable to each Service in the respective Additional Terms. All third party licensors retain all right, title and interest in and to such Third Party Software and all copies thereof, including all copyright and other Intellectual Property rights. Your use of any Third Party Software shall be subject to, and you shall comply with, the Terms, and the applicable restrictions and other terms and conditions set forth in any Third Party Software documentation or printed materials, including without limitation an end user license agreement. There may be provisions in an open source end user license agreement that expressly override some of the Terms. Notwithstanding anything to the contrary contained in Third Party Software licenses, the disclaimer of warranties and the limitation of liability provisions in the Terms shall apply to such Third Party Software.
Fees and Payment
9.1 Payment of Fees. Some aspects of the Services require the payment of fees (for example, subscription fees) (“Fees”). If you are required to pay a Fee, the specific terms and conditions associated with such Service will be included in the Additional Terms of the respective Service. Unless otherwise noted, all currency references are in U.S. dollars. All Fees and charges are payable in accordance with payment terms in effect at the time the Fee becomes payable.
9.2 Modification of Fees. CLO reserves the right to change Fee prices or fee-billing methods, or institute new charges for access to or use of the Services at any time. You are responsible for regularly reviewing such pricing information. Your continued use of the Service or Software or non-termination of your account constitutes your acceptance of the prices as modified.
9.4 Third Party Fees. You are responsible for all third party fees, including but not limited to internet fees, data fees, or mobile fees that you incur while accessing the Services.
9.5 Refund Policy. Unless otherwise provided by law or the Additional Terms of a particular Service, all purchases are final and non-refundable. You acknowledge that CLO is not required to provide a refund for any reason, whether your access to the Services is suspended, deactivated, or denial was voluntary or involuntary.
10.1 Confidentiality. In the course of providing the Services to you under the Terms, including any presales communications or post-sales support, we and/or our Affiliates (the "Disclosing Party") may disclose or may have already disclosed to you and/or your Affiliates (the "Receiving Party") non-public information relating to the subject matter of the Terms, which shall be considered to be the Disclosing Party's "Confidential Information"--whether disclosed or received, directly or indirectly, in oral, written, or any other format or media whatsoever. The Receiving Party agrees that it will take the same steps to protect the confidentiality of the Disclosing Party's Confidential Information as it takes to protect its own proprietary and confidential information. The Receiving Party shall protect and keep confidential and shall not use, publish or otherwise disclose to any third party, except as contemplated by the Terms or with the Disclosing Party's prior written consent, the Disclosing Party's Confidential Information during and after the term of the Terms. Licensee agrees and acknowledges that CLO may share Licensee's Confidential Information to third party contractors for the exclusive purpose of providing services to Licensee in relation to the Terms; provided that CLO shall remain fully liable for acts and omissions of any such contractor in breach of the Terms. For purposes of the Terms, Confidential Information shall not include such information that: (a) was known to the Receiving Party at the time of disclosure of it to the receiving Party by the Disclosing Party hereunder; or (b) was generally available to the public or was otherwise part of the public domain at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the Receiving Party in breach of the Terms; or (c) became known to the Receiving Party after disclosure from a source that had a lawful right to disclose such information to others; or (d) was independently developed by the Receiving Party where such independent development can be established by written documentation.
10.2 Permitted Disclosure. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a subpoena or other court process only (i) after having given the Disclosing Party prompt notice of the Receiving Party's receipt of such subpoena or other process and (ii) after the Receiving Party has given the Disclosing Party a reasonable opportunity to oppose such subpoena or other process or to obtain a protective order. Confidential Information of the Disclosing Party in the custody or control of the Receiving Party shall be promptly returned or destroyed upon the Disclosing Party's written request.
9.3 Term. The obligations of the Receiving Party set forth herein will survive until all Confidential Information of the Disclosing Party disclosed hereunder becomes publicly known or made generally available through no action or inaction of the Receiving Party; except with respect to Confidential Information of the Disclosing Party that constitutes a trade secret under applicable law, in which case, such obligations of Receiving Party shall continue for as long as such Confidential Information constitutes a trade secret under applicable law.
Indemnification and Equitable Remedies
11.1 Indemnification. You agree to defend, indemnify and hold harmless CLO, its Affiliates and their respective officers, directors, agents, and employees (the "CLO Indemnified Parties") from and against any and all claims, actions, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees and costs arising out of your use of the Services (as applicable); your violation of the Terms; breach or alleged breach of confidentiality or of its obligations under Section 10; violation or alleged violation of anti-corruption laws; any proceedings brought against any CLO Indemnified Party for any violation of rights of any third parties; and/or breach of its Unauthorized Uses obligations under Section 7.2 (“Matter”). We have the right to control the defense of any Matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any Matter.
11.2 Equitable Remedies. You acknowledge that the rights granted and obligations made under the Terms are unique and irreplaceable, and that any breach or anticipatory breach by you will cause irreparable harm to CLO, which cannot be fully compensated by monetary damages alone. As such, CLO shall be entitled to seek injunctive or other equitable relief without the obligation of posting a bond or proving actual damages. By agreeing to the Terms, you irrevocably waive your right to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, the use of any advertising or other materials issued in connection with the Services, or the exploitation of any content or material used or displayed through the Services. You agree that your sole remedy for any breach of the Terms shall be limited to monetary damages, to the extent permitted by law and the Terms.
Disclaimers of Warranty
12.1 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 THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES; OR (iii) OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES.
12.1 YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE THE SERVICES IS AT YOUR SOLE RISK. CLO WILL HAVE NO LIABILITY WHATSOEVER AS A RESULT OF LOSS OR DAMAGE TO CONTENT, DAMAGE TO YOUR COMPUTER SYSTEM, OR FAILURE TO STORE OR ENCRYPT CONTENT. THE SERVICES AND ANY CONTENT APPEARING ON THE SERVICES 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 THE SERVICES AND DERIVATIVE WORKS YOU HAVE PRODUCED BASED ON THE 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 THE TERMS.
Limitation of Liability
13.1 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 (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE, REVENUE, DATA OR BUSINESS OPPORTUNITY; OR FOR BUSINESS INTERRUPTION).
13.2 IN THE EVENT ANY CLAIM RELATING TO THE PERFORMANCE OR NONPERFORMANCE BY CLO PURSUANT TO THE TERMS, OR IN ANY OTHER WAY CONCERNING THE 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 RESPECTIVE SERVICES IN THE 180 DAYS 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 OUR SERVICES OR CLO SOFTWARE AND TERMINATE YOUR ACCOUNT.
13.3 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 THE TERMS.
13.4 IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, 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.
13.5 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.
14.1 Termination. As between CLO and you, each of CLO or you may terminate the Terms and your license to the Services if the other party is in breach of the 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 2.1, 7, and/or 10 of the Terms, CLO may terminate the Terms, and your license to the Services immediately, without further notice to you. In addition, CLO may, as an alternative to termination, suspend your license to the Services and/or other CLO obligations or your rights under the Terms, if you fail to pay the applicable fees to CLO or otherwise fails to comply with the provisions of the Terms or other terms relating to any such license or other associated materials. CLO may also terminate the Terms if you become subject to bankruptcy proceedings, become insolvent, or make an arrangement with your creditors. The 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 the Terms. Each of CLO or you may terminate the Terms for convenience, upon sixty (60) days prior written notice; provided that the Terms shall not terminate until all then-active prepaid licenses issued hereunder expire and all payments required from you to CLO under the Terms are made by you to CLO.
14.2 Post Termination. 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 Software from your device.
14.3 Survival. In the event of expiration or termination of your account, the representations made by you in the Terms, and the obligations of each party, which by their nature would continue beyond the termination or expiration of the Terms—including without limitation the Sections entitled "Unauthorized Activities", "Term and Termination", "Disclaimers", "Limitation of Liability", "Indemnification", "Equitable Remedies", "Governing Law and Disputes", and Sections 7 and 27 through 30—shall survive such expiration or termination.
15.1 You agree that CLO has the right to require an audit (electronic or otherwise) of the Services and the installation thereof or access thereto. As part of any such audit, CLO or its authorized representative will have the right, on at least ten (10) days' prior notice to you, to inspect your records, systems and facilities to verify that the use of any and all of the Services is in conformance with the Terms. You will provide full cooperation to enable any such audit. If CLO determines that your use is not in conformity with the Terms, you will obtain immediately and pay for valid license(s) to bring your use into compliance with the Terms and other applicable terms and pay the reasonable costs of the audit. In addition to such payment rights, CLO reserves the right to seek any other remedies available at law or in equity, whether under the Terms or otherwise.
16.1 Our webpages may be accessible worldwide, but this does not mean all Services are available in your country or that user-generated content available via the Services is legal or available in your country. Access to certain Services (or certain Service features) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them. Services are not available in all languages.
17.1 You grant CLO the right to use your Brand Features as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to us from time to time.
17.2 You may not use CLO’s Brand Features For any purpose without the prior express written approval of CLO.
17.3 For avoidance of doubt, trademark, such as CLO, CLO-SET, CONNECT, Marvelous Designer and Jinny, all associated logos and other trademarks, service marks, logos and trade names displayed on or in connection with Services are the registered and unregistered trademarks and service marks of CLO or third parties in the United States and/or other countries.
18.1 The provisions of the Terms are intended to be severable. If for any reason any provision of the Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
Enforceability, Entire Agreement, and Non-Waiver
19.1 The Terms are deemed accepted upon any use of the Services. The Terms referenced herein constitute the entire agreement between you and CLO regarding the use of the Services (subject to any Additional Terms). Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect.
19.2 No browse-wrap, click-wrap or other general terms and conditions or agreements ("Click-Through Agreement") embedded in any of your supplier or vendor portals, or invoice or payment processing systems, processes, or forms shall be binding upon CLO, even if use thereof requires an affirmative "acceptance" of such Click-Through Agreement before access or use of those portals, systems, processes, or forms are permitted. All such Click-Through Agreements shall be of no force or effect and are hereby rejected by the parties in their entirety.
20.1 You may not transfer or assign any of the rights or licenses granted to you hereunder without our prior written consent therefore. However, we may transfer or assign all or a part of our rights or responsibilities under the Terms to any person or entity without your consent.
21.1 We are not liable for any changes or problems out of our control, for example changes or problems caused by like natural disasters, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials, and other causes beyond CLO's reasonable control.
22.1 We are pleased to hear from you and welcome comments regarding the Services. Unfortunately, however, long-standing company policy does not allow us to accept or consider creative ideas, suggestions or materials other than those we have specifically requested. If, despite our request that you not send us any other creative materials, you send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively, the "Unsolicited Submissions"), the Unsolicited Submissions shall be deemed, and shall remain, the property of CLO. None of the Unsolicited Submissions shall be subject to any obligation of confidence on the part of CLO, and we shall not be liable for any use or disclosure of any Unsolicited Submissions. Without limitation of the foregoing, we shall exclusively own all now known or hereafter existing rights to the Unsolicited Submissions of every kind and nature, in perpetuity, throughout the universe and shall be entitled to unrestricted use of the Unsolicited Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Unsolicited Submissions. You waive any and all moral rights in any such Unsolicited Submissions as well as any claim to a right of credit or approval. The foregoing shall also apply to any creative submissions you make at our specific request, unless otherwise agreed in writing.
23.1 While using the Services, you may provide comments, suggestions, and recommendations to CLO with respect to the Services (including, without limitation, comments, suggestions, and recommendations with respect to modifications, enhancements, improvements, and other changes to the Services) (collectively, “Feedback”). In such an event, CLO may freely use and exploit any such Feedback without any obligation to you, unless otherwise agreed upon by the parties in writing. You hereby assign to CLO any proprietary right that you may have in or to any modification, enhancement, improvement, or change in or to the Services based upon any Feedback from you.
Copyright Notices and Complaints
24.1 CLO respects the Intellectual Property of others, and we ask our users to do the same. CLO may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your Intellectual Property rights have been otherwise violated, please provide CLO the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other Intellectual Property interest;
(ii) a description of the copyrighted work or other Intellectual Property that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the site;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or Intellectual Property owner or authorized to act on the copyright or Intellectual Property owner's behalf.
CLO for Notice of claims of copyright or other Intellectual Property infringement can be reached to the address set forth in Section 25.
25.1 Method of Notice. We may notify you by posting(s) made within the Services, sending you an e-mail or using other ways of communicating with you based on the contact information you provide to us. Any notice to CLO required according to the Terms must be in writing and addressed to CLO, INC – One World Trade Center, 285 Fulton St, FL 58 STE T, New York, NY 10007, USA, unless we have provided a more specific method of notifying us.
25.2 Legal Notices. You hereby consents to service of process being effected on you by email sent to the address provided by you to CLO if so permitted by applicable law.
Language. The English language version of the Terms is legally binding in case of any inconsistencies between the English version and any translations.