General Terms of Use

Last updated as of October 21, 2024. The Terms shall replace and supersede all prior versions. 

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.

The General Terms of Use ("General Terms"), along with any applicable Additional Terms (see section 4 (Additional Terms) below) (collectively, the "Terms") govern your use and access to our websites and any other websites that we may later own or operate; software and services such as CLO and Marvelous Designer (the "Software"); CLO-SET Connect; CLO-SET; APIs; instruction sets and related documentations (each of which is referred to as "Service", and collectively as "Services"); and your installation and use of any software that we include as part of Services. A Service may be  interoperable with other Services provided by CLO or that may be developed by CLO from time to time.

1. 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.


2. 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. 


3. 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. Additional Terms

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.


5. 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. Privacy

6.1  Privacy. For information about how we collect, use, share, or otherwise process information about you and your use of the Services, please see our Privacy Policy ("Privacy Policy").

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.


7. 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).
7.2.1  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.
7.2.2  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.
7.2.3  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.


8.Machine Learning Features. Certain aspects of Services utilize machine learning and artificial intelligence (“AI”) technologies and this section specifically governs your access and use of these features and other software, tools, services, documentation, content, functionalities, and generative AI features that we make available to you through any Services(collectively, “ML Feature(s)”). 

8.1 Content.
8.1.1 Your Content. You may provide input to the ML Features ("Input" or “Prompts”), and receive output generated and returned by the Services based on the Input ("Output"). Input and Output are collectively "Content." You are solely responsible for ensuring that the Content complies with applicable laws and these Terms. Subject to your compliance with these Terms, CLO hereby assigns to you all its right, title and interest in and to Output. The Content may be used for any legal and lawful purpose, including commercial purposes and publication, at your own risk, including with respect to third party intellectual property rights, provided that you comply with these Terms. You shall be responsible for verifying that your Output does not infringe the intellectual property of others. CLO waives any third party intellectual property infringement claims against CLO resulting from your Content. Prior to publication, it is recommended to add a disclosure that the Output was generated by AI tools. 
8.1.2 Use of Content by CLO. CLO, and its Third Party Service providers may use Content to provide, and maintain the ML Features, help and develop to improve the Services, comply with applicable law, and enforce our policies. 
8.1.3 Personal Information. CLO’s Privacy Policy governs your use and our processing of personal information related to the ML Features, including personal information you submit as Inputs, or other Content, and we, and/or our Third Party Service providers, may process personal information as described in the Privacy Policy, including to improve the Services. 
8.1.4 Accuracy. You shall be solely responsible for your Contents and assume all risks associated with the use of your Contents, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your Contents that personally identifies you or any third party. You understand and agree that CLO is not responsible for the quality, accuracy, suitability, reliability, and uniqueness of the Outputs, and that the Outputs do not infringe on any third party’s intellectual property rights. You further agree to defend, indemnify, and hold CLO harmless from any claims arising from your Content use, including violation of rights or any third parties and/or breach of the Usage Restrictions set forth in Section 8.2 

8.2 Use Restrictions. 
You agree not to use the ML Features:
(i) In any way that violates any applicable national, federal, state, local or international law or regulation;
(ii) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
(iii) To generate or disseminate verifiably false information and/or content with the purpose of harming others;
(iv) To generate or disseminate personal identifiable information that can be used to harm an individual;
(v) To defame, disparage or otherwise harass others;
(vi) For fully automated decision making that adversely impacts an individual's legal rights or otherwise creates or modifies a binding, enforceable obligation;
(vii) For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;
(viii) To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
(ix) For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
(x) To provide medical advice and medical results interpretation;
(xii) To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use); or
(xiii) To submit Inputs or use the ML Features in any way that infringes or violates someone else’s rights, including intellectual property rights.

You understand and agree that CLO may monitor your use of the ML Features to ensure compliance with these Terms, including the Usage Restrictions outlined above. In the event we determine a breach of the Usage Restrictions or other applicable terms and laws, CLO reserves the right to terminate the Terms and your license to the Services, as set forth in Section 15.
 

9. Third Party Software and Services.

9.1  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.

9.2  Third Party Links, Merchants and Providers. Certain features and functionalities of our Services may allow you to interface or interact with, access, and/or use certain third party services, products, technologies, and content ("Third Party Services"). Third Party Services are not Services as defined in the Terms and your use of such Third Party Services is solely between you and the third party. You are responsible for complying with all applicable third party terms. We do not endorse, warrant, or guarantee such Third Party Services and are not liable for the accuracy, completeness, or usefulness of such Third Party Services or the quality of availability of such Third Party Services. Any separate charges or obligations you incur in your dealings with the third parties are your responsibility and are not part of the Fee, if any, charged for the Services. You understand that when you provide data to such third parties, you are providing it in accordance with their privacy policy (if any), and our Privacy Policy does not apply with respect to such data provided to the third parties.


10. Fees and Payment

10.1  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. 

10.2  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. 

10.3  Taxes and Third Party Payment Service. If you have elected to access a paid aspect of the Services, upon your acceptance of the Terms and submission of your order, you hereby agree that we have the right to automatically charge your credit card or debit your account for the applicable fees, plus any applicable taxes we are required to collect, and you authorize us to do so. All posted prices on the Services do not include any applicable sales tax, unless specifically noted that it is tax-inclusive. You agree to pay all Fees and applicable taxes incurred by you or anyone using an Account registered to you. You may also be directed to a webpage that is hosted by a third party payment service and not by CLO (such page, the "Payment Service Page"). You will be asked to supply certain information relevant to your purchase. If you are using and providing information through a Payment Service Page, you will be subject to the terms of service and privacy policy of that payment service, rather than the Terms and CLO's Privacy Policy. CLO has no control over, and shall not be responsible for, any payment service's use of information collected through the Payment Service Page.

10.4  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.

10.5  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. 


11. Confidentiality

11.1 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.

11.2 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.

11.3  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. 


12. Indemnification and Equitable Remedies

12.1  Indemnificatio. 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; breach of its Unauthorized Uses obligations under Section 7.2; and/or breach of its Restricted Use obligations under Section 8.2 ("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.

12.2. 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.


13. Disclaimers of Warranty

13.1  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, INCLUDING OUTPUTS GENERATED THROUGH ML FEATURES; OR (iii) OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE, OUTPUTS, OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES.

13.2  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.


14. Limitation of Liability

14.1  IN NO EVENT WILL ANY OF THE CLO PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, YOUR USE OF OUR WEBSITES AND/OR THE SERVICES 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).

14.2  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.

14.3  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.

14.4  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.

14.5  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.


15. Termination

15.1  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.  

15.2  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. 

15.3  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.


16. Audit Rights

16.1  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.


17. Availability

17.1  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.


18. Publicity

18.1  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.  

18.2  You may not use CLO's Brand Features For any purpose without the prior express written approval of CLO.
18.2.1  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.


19. Severability

19.1  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.


20. Enforceability, Entire Agreement, and Non-Waiver

20.1  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.

20.2  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.


21. Assignment

21.1  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.


22. Force Majeure

22.1  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. 


23. Unsolicited Submissions

23.1  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.


24. Feedback

24.1  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. 


25. Copyright Notices and Complaints

25.1  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:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other Intellectual Property interest;
b. a description of the copyrighted work or other Intellectual Property that you claim has been infringed;
c. a description of where the material that you claim is infringing is located on the site;
d. your address, telephone number, and email address;
e. 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
f. 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.


26. Notices

26.1  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.

26.2  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.


27. Language. The English language version of this MD TermsAgreement is legally binding in case of any inconsistencies between the English version and any translations. 


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MARVELOUS DESIGNER Additional Terms


1. BINDING AGREEMENT This Marvelous Designer Additional Terms governs the Licensee's use of the Licensed Materials, including GoZ for Marvelous Designer, and are incorporated in reference to the General Terms of Use ("General Terms").  This Marvelous Designer Additional Terms and the General Terms are collectively referred to as "MD Terms."  CLO and Licensee are sometimes referred to in this MD Terms individually as a "party" and collectively as the "parties."  Pursuant to the terms and conditions of this MD Terms, CLO wishes to grant to Licensee, and Licensee wishes to receive, a license to the Licensed Materials (as defined hereinafter).

1.1  Any capitalized terms not defined herein shall have the meaning as defined in the General Terms.  In case of any conflict between the General Terms and MD Terms, the latter shall control and prevail with regards to the use of Licensed Material. 

1.2  IF LICENSEE HAS ENTERED INTO ANOTHER AGREEMENT WITH CLO CONCERNING SPECIFIC SERVICES, INCLUDING ONLINE STORES SUCH AS CLO-SET CONNECT OR ANY OTHER MD RELATED PLATFORM OR SOFTWARE, THEN THE TERMS OF THAT AGREEMENT CONTROLS WHERE IT CONFLICTS WITH THE MD TERMS. 

1.3  IF LICENSEE HAS PREVIOUSLY ENTERED INTO A LICENSE AGREEMENT, WHICH INCLUDES AN END USER LICENSE AGREEMENT, THEN THAT AGREEMENT SHALL APPLY. IF NO ADDITIONAL LICENSE TERMS ARE PRESENTED TO AND SIGNED BY THE LICENSEE, THE MD TERMS SHALL APPLY.   

1.4  The license is exclusive to the Licensee identified in the relevant License Details and its Authorized Users.  If Licensee's license or related information is shared with anyone who is not an Authorized User, CLO may (i) suspend or deactivate Licensee's license without any refund or compensation and (ii) charge additional fees to the Licensee based on any unauthorized use.


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

2.1  "Authorized User" means:

2.1.1  employees or personnel of Licensee who are under the control of and authorized by the Licensee to install or access the Licensed Materials. If applicable, Authorized User may include subcontractors, independent service providers, freelancers, and studios, provided Licensee obtains prior written consent from CLO. 

2.1.2 in the context of Academic Purpose, an Authorized User shall mean to include the faculty and students of such Licensee. If applicable, Authorized User may include lecturers and external instructors, provided Licensee obtains prior written consent from CLO. 

2.2  "CLO Avatars" means any avatars (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 Materials constitute a part of the Licensed Materials.

2.3  "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. 

2.4  "Fees" means the "Monthly Subscription Fee" "Annual Subscription Fee," or the "Perpetuals Fee," or the "Update Fee," or other fees as mutually agreed upon in writing by the parties, as applicable and set forth in the Invoice. 

2.5  "Invoice" means the statement provided by CLO that sets forth, among other things, the order number, product, Fees, and/or License Details. 

2.5.1  "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.

2.6  "Internal Business Needs" means, with respect to the Licensed Materials, the use of such materials by an Authorized User of Licensee to satisfy the internal business requirements of Licensee in the ordinary course of such business. It is expressly understood and agreed that Licensee's Internal Business Needs do not include providing or making available the Licensed Materials to any third party, under any circumstance.

2.7  "License Class" means the class of license specified by CLO for the Licensed Materials, including the following:

2.7.1  Non-Fee Based License. If the License Details identify the License Class as a "Non-Fee Based License," Licensee may install the specified Licensed Materials designated in the License Details, and use the Trial License in accordance with the relevant Trial Purpose stipulated in Section 3.1, and if applicable, permit access to such copy of the Licensed Materials to Authorized Users. Non-Fee Based License include Personal Trial License, Student Trial License, Academic Trial License and Enterprise Trial License - each subject to separate terms and conditions. 

2.7.2  Fee-Based License. If the License Details identify the License Class as a "Fee-Based License," Licensee may install the specified Licensed Materials designated in the License Details subject to the License Type to use it for Licensee's Internal Business Needs, stipulated in Section 3.2, and permit access to such Licensed Materials to Authorized Users. Fee-Based License include Personal License, Student License, Academic License and Enterprise License - each subject to separate terms and conditions. 

2.8  "License Term" means a Perpetual Term, a Monthly Subscription Term, an Annual Subscription Term, a Trial Term, any other duration stipulated in the License Details as specified in the License Details, or as otherwise agreed to in writing by CLO through any other license agreements - each subject to separate terms and conditions as stipulated in Section 3.

2.9  "License Type" means either Standalone license or Network license specified for the Licensed Materials - each subject to their separate terms, conditions, and authentication methods as stipulated in Section 4. 

2.10  "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. Licensed Materials includes, without limitation, any Updates, and new versions of the Licensed Materials that CLO provides or makes available to Licensee.

2.11  "Licensee" means:

2.11.1  in the context  of individual use, either 2.11.1.1  an individual, natural person (e.g. hobbyist, member of the general public, etc.) to which the Licensed Materials is exclusively licensed for personal use - and not on behalf of a Legal Entity that should be obtaining an Enterprise License under Section 3.2.4 in order to access the Licensed Materials and not on behalf of a Qualified Academic Institution that should be obtaining an Academic License in order to access the Software under Section 3.2.3; or 2.11.1.2  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 otherwise in business for oneself - as verified through independent documentation such as articles of incorporation, business registration, tax returns/filings, proof of Self-Employment Tax payment, etc. CLO retains the sole discretion to request documentation verifying entity status prior to granting access to the Licensed Materials; 

2.11.2  in the context of student use, a natural, individual person who is a) enrolled at a Qualified Academic Institution to which the Licensed Materials is exclusively licensed for Student Purposes; b) aged 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;  

2.11.3  in the context of academic use, a single Qualified Academic Institution to which the Licensed Materials are exclusively licensed. CLO, in its sole discretion, retains the right to determine the eligibility of a Qualified Academic Institution;

2.11.4  in the context of enterprise use, a single Legal Entity to which the Licensed Materials is exclusively licensed. For clarification, unless otherwise mutually agreed and executed by both parties, "Licensee" refers only to a single, specifically identified Legal Entity, and does not include any Affiliate of any such Legal Entity.

2.12  "Licensee Work Product" means any original work created by Licensee using or incorporating the Software, including any modifications, derivatives, or customizations. Ownership is subject to the terms of the MD Terms. Licensee Work Product shall not include any pre-existing materials or intellectual property of CLO or any third party, or any elements of the Software that were not created or modified by Licensee. 

2.13  "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 through the Licensee. Modifications may not be made to Restricted CLO Samples.

2.14  "Qualified Academic Institution" means an educational institution which has been accredited by an authorized governmental agency or other recognized accrediting body, and retains such accreditations throughout the applicable License Term. IF APPLICABLE, QUALIFIED ACADEMIC INSTITUTION MAY INCLUDE HOME-BASED EDUCATIONAL PROGRAMS OR ANY OTHER ONLINE PROGRAMS FORMALLY DESIGNED TO EDUCATE STUDENTS OUTSIDE OF AN INSTITUTION RECOGNIZED BY AN ACCREDITING BODY. 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. CLO IN ITS SOLE DISCRETION MAY DETERMINE WHETHER LICENSEE QUALIFIES AS A QUALIFIED ACADEMIC INSTITUTION.     

2.15  "Permitted Number" means a maximum number (e.g., number of Authorized Users, number of concurrent users, number of computers, sessions, etc.) specified in the License Details applicable to a license of the Licensed Materials and to the License Type associated with such license. For clarity, the Permitted Number of concurrent users that may access the Software under Enterprise Licenses or Academic Licenses, on Licensee's behalf is equal to the number of licenses purchased by Licensee under this MD Terms. 

2.16  "Restricted CLO Samples" means CLO Avatars, 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).

2.17  "Software" means the Marvelous Designer (or "MD") software, the proprietary computer program for virtual clothing design which is developed, distributed or made available by CLO, as specified in the License Details.

2.18  "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.

2.19  "Updates" means, subject to the payment or continued payment of applicable Fees, 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. 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. 

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


3. LICENSE CLASS, TERM, and CONDITIONS 

3.1  Non-Fee Based License. If the License Details specifies the License Class as Non-Fee Based License, Licensee receives access to the then-current version of the Software that CLO makes available on its website. All Non-Fee Based Licenses have a fixed term specified in the License Details. If no such term is specified, the term is thirty (30) days from the date the license is delivered to the Licensee. 

All Non-Fee Based Licenses are subject to the following conditions: a) no individual person or Legal Entity may obtain a Non-Fee Based License more than once, regardless of the version of the Software that was accessed under such Non-Fee Based License; b) all persons or Legal Entities are expressly limited to one Non-Fee Based License; c) once a Non-Fee Based License expires, it may not be extended or renewed (unless mutually agreed upon by the parties); and d) any access to, or use of, any aspect of Software beyond the scope or expiration of any Non-Fee Based License will be on a paid basis - regardless of whether the Licensee utilize the same or another account for such access or use. Notwithstanding the foregoing, each Non-Fee Based Licenses shall be subject to its relevant trial purposes as stipulated below:

3.1.1  Personal Trial Period. Licensee qualified under Section 2.11.1. may install the specified Licensed Materials designated in the License Details on a monthly or annual basis. The relevant Fee for the subscription shall be waived for the initial fourteen (14) days of Licensee's subscription ("Trial Period") and only upon the expiration of the Trial Period shall Licensee be charged in accordance with ANNEX I. During the Trial Period, Licensee shall use the license solely for the Personal Trial Period Purpose."Personal Trial Period Purpose" means purposes of evaluation and demonstration of the capabilities of the Licensed Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes. For clarity, Personal Trial Period Purpose further excludes, but not limited to, the distribution and dissemination of all or any portion of the Licensed Materials contained therein to any third parties (e.g., legal entities, Qualified Academic Institutions.)

3.1.2  Student Trial Period. Licensee qualified under Section 2.11.2. may install the specified Licensed Materials designated in the License Details on an annual basis. During the Trial Period, Licensee shall use the license solely for the Student Trial Period Purpose. "Student Trial Period Purpose" means purposes of initial evaluation and demonstration of the capabilities of the Licensed Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes. For clarity, Student Trial Period Purpose further excludes the distribution and dissemination of all or any portion of the Licensed Materials contained therein in any form, including but not limited to, tutoring, training, and/or educating third parties. 

3.1.3  Academic Trial License. Licensee qualified under Section 2.11.3. may install the specified Licensed Materials designated in the License Details and permit access to such copy of the Licensed Materials solely by an Authorized User, solely for Academic Trial License Purposes. "Academic Trial License Purpose" means purposes of evaluation and demonstration of the capabilities of the Licensed Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes in the context of academic use by an Authorized User.  For clarity, Academic Trial License Purpose further excludes using the Licensed Materials for long-term educational courses.

3.1.4  Enterprise Trial License. Licensee qualified under Section 2.11.4. may install the specified Licensed Materials designated in the License Details and permit access to such copy of the Licensed Materials solely by an Authorized User, solely for Enterprise Trial License Purposes. "Enterprise Trial License Purposes" means purposes of evaluation and demonstration of the capabilities of the Licensed Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes. For clarity, Enterprise Trial License Purposes does not include making available the Licensed Materials (or work product made through the Licensed Materials) to any third party, including but not limited to, studios and/or  independent contractors.

Any violation of the spirit or letter of the Section herein - as determined in the sole discretion of CLO - shall be subject to technical and legal remedies including but not limited to immediate suspension or termination (without prior notice) of the Licensed Materials. 

3.2  Fee Based License.  

3.2.1  Personal License. Licensee qualified under Section 2.11.1 may install the specified Licensed Materials designated in the License Details solely for a Personal Purpose.
3.2.1.1  Personal Purpose. Under a Personal license, licensee may install the specified Licensed Materials subject to the License Type, and permit access to such Licensed Materials solely by a single authorized user (a natural, individual person), and solely for its personal use if Licensee is eligible for a Personal License under Section 2.14.1.1 or solely for Licensee's Internal Business Needs if Licensee is eligible for a Personal License under Section 2.11.1.2. 
3.2.1.2  Personal Licenses are offered on a Monthly Subscription basis but may be prepaid in twelve (12) month batches for a discount, as further described on our pricing page or see ANNEX I (1).3.2.1.3  For Licensee with Personal Perpetual Subscription see ANNEX I (3).

3.2.2  Student License. Licensee qualified under Section 2.11.2 may install the specified Licensed Materials designated in the License Details solely for a Student Purpose.3.2.2.1  Student Purpose. Under a Student License, Licensee may install the specified Licensed Materials subject to the License Type, and permit access to such Licensed Materials solely by a single Authorized User (a natural, individual person), and solely for its Student Purposes. "Student Purposes" means purposes directly related to learning, training, research and development that are part of the educational program offered by a Qualified Academic Institution. Student Purposes do not include commercial, professional or any other for-profit purpose. 3.2.2.2  Student Licenses are offered on a limited basis, subject to be prepaid in twelve (12) month batches. For further specification see ANNEX I (1).

3.2.3  Academic License. Licensee qualified under Section 2.11.3 may install the specified Licensed Materials designated in the License Details solely for an Academic Purpose.3.2.3.1  Academic Purpose. Under an Academic License, Licensee may install the specified Licensed Materials subject to the license type, and permit access to such Licensed Materials solely by an Authorized User, solely for Academic Purposes. "Academic Purposes" means purposes directly related to learning, teaching, training, research and development teaching that are part of the instructional functions performed by a Qualified  Academic Institution. Academic Purposes do not include commercial, professional or any other for-profit purposes, other than those inherently involved in the Internal Business Needs of the Qualified Academic Institution. For clarity, Licensee who solely qualify for an Academic License cannot purchase Student Licenses. CLO retains the right to solely determine Licensee's eligibility and take any action it deems appropriate to bring Licensee into compliance.3.2.3.2  For Licensee with Academic Annual Subscription, see ANNEX I (2).3.2.3.3  For Licensee with Academic Perpetual Subscription, see ANNEX I (3).

3.2.4  Enterprise License. Licensee qualified under Section 2.11.4 may install the specified Licensed Materials designated in the License Details solely for an Enterprise Purpose.

3.2.4.1  Enterprise Purpose. Under an Enterprise License, Licensee may install the specified Licensed Materials subject to the License Type, and permit access to such Licensed Materials solely by Authorized Users, and solely for its Internal Business Needs. For clarity, Licensees who solely qualify for an Enterprise License cannot purchase Personal Licenses. CLO retains the right to solely determine Licensee's eligibility and take any action it deems appropriate to bring License into compliance. 

3.2.4.2  For Licensee with Enterprise Annual Subscription. see ANNEX I (2).

3.2.4.3  For Licensee with Enterprise Perpetual Subscription, see ANNEX I (3). 

3.3  License Grant. Subject to and conditioned on Licensee's continuous compliance with this MD Terms, CLO grants Licensee, for the limited duration of the applicable Subscription Term for which the applicable Fees 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 (i) within the scope of the License Class, License Type and Permitted Number specified in the License Details, and (ii) in accordance with the other terms of this MD Terms; 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 Sections 5.4 shall apply. 

3.4  Additional Terms. Any or all of the Licensed Materials may be subject to terms that are in addition to or different from the terms set forth in this MD Terms. CLO will provide such additional or different terms to Licensee, and Licensee shall promptly (but no later than 10 days after being provided with such terms) provide its consent to such terms or specify reasons for their rejection. Licensee’s continued use of the Software, despite the introduced additional terms, shall constitute acceptance to the additional terms. The Software uses or contains Third Party Software which are subject to their own Terms.

3.5  Other Materials. If CLO provides or makes available to Licensee any additional materials associated with the Licensed Materials, including Updates to the Licensed Materials or any Supplemental Materials or User Documentation, (a) if there are no other terms for such additional materials, they will be subject to the same terms as the Licensed Materials; or (b) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this MD Terms (including, without limitation, additional or different fees, MD Terms, or restrictions on use). CLO will provide such additional or different terms to Licensee, and Licensee shall promptly (but no later than ten (10) days after being provided with such terms) provide its consent to such terms or specify reasons for their rejection. 

3.6  Cancellations and Refunds. Licensee retains the right to cancel purchased Monthly Subscription, Annual Subscription, or Perpetual Subscription at any time ("Cancellation"), except that of Monthly Subscription prepaid in twelve (12) months batches. Unless otherwise explicitly granted by CLO, all Cancellation shall be non-refundable. CLO reserves the sole right to amend and enforce its Cancellation policies. Fees for the relevant Subscription 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 Subscription period after its Cancellation. For clarity, precedence of Cancellations shall not restrict or prevent the Licensee to repurchase in the future. 


4. LICENSE TYPE

4.1  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, because a Standalone license is tied to both a single computer and a single USER ID; the license may not be accessed from any other computer at the same time or by more than one Authorized User at a time. STANDALONE ANNUAL SUBSCRIPTION ARE ONLY OFFERED UNDER THE ONLINE AUTHENTICATION METHOD, WHEREAS STANDALONE PERPETUALS (BEFORE SALES OF SUCH LICENSES WERE DISCONTINUED ON NOVEMBER 25, 2020) USED TO BE OFFERED UNDER BOTH THE ONLINE AUTHENTICATION METHOD AS WELL AS THE OFFLINE AUTHENTICATION METHOD.

4.1.1  Standalone Online Authentication. IN ORDER FOR AN AUTHORIZED USER TO LOG-IN AND ACCESS THE LICENSED MATERIALS UNDER A STANDALONE ONLINE AUTHENTICATION LICENSE, INTERNET CONNECTION WILL BE REQUIRED IN EACH INSTANCE TO AUTHENTICATE THE AUTHORIZED USER'S USER ID AND PASSWORD. IN ORDER TO ACCESS SUCH LICENSED MATERIALS ON A DIFFERENT COMPUTER, Licensee must contact CLO to submit a request that THE STANDALONE ONLINE AUTHENTICATION LICENSE IN QUESTION BE DEACTIVATED FROM THE PREVIOUS COMPUTER AND ACTIVATED ON THE NEW COMPUTER.  

4.2  Network. Under a Network license--also known as a "floating license" mode--Licensee may install copies of the Licensed Materials and access the Licensed Materials on a "Networked Basis," subject to the additional terms and conditions specific to the various authentication methods set forth below in this section.  "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.

4.2.1  Network Online Authentication. IN ORDER FOR AN AUTHORIZED USER TO ACCESS THE LICENSED MATERIALS UNDER A NETWORK ONLINE AUTHENTICATION LICENSE, INTERNET CONNECTION WILL BE REQUIRED TO LOG-IN IN EACH INSTANCE TO AUTHENTICATE THE AUTHORIZED USER'S USER ID AND PASSWORD.  Under Network Online Authentication licenses, 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, subject to Section 2.8; 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 under this MD Terms. 

4.2.2  Network Offline Authentication

4.2.2.1  Software-based License Key ("SL Key"). See ANNEX II.

4.2.2.2  Hardware-based License Key ("Dongles"). See ANNEX 


5. LIMITATION AND EXCLUSIONS

5.1  Unauthorized Uses. In addition to such other Licensee obligations specified in this MD Terms, Licensee shall not (a) 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 this MD Terms or as expressly authorized in writing by CLO; (b) remove, alter or obscure any proprietary notices, labels or marks in the Licensed Materials; (c) decompile, disassemble or otherwise reverse engineer the Licensed Materials; (d) translate, adapt, arrange, or create derivative works based on, or otherwise extract from or modify the Licensed Materials for any purpose, provided however Licensee may make Modifications to CLO Samples where such modifications are permitted by the intended functionality of the Licensed Materials; (e) permit the Licensed Materials to be used on a service bureau, time sharing basis or otherwise; (f) distribute CLO Samples as Licensee's work product without substantial and original material Modifications, which were independently created by the Licensee and possess its own degree of creativity through the Licensee; (g) distribute Restricted CLO Samples; or (h) otherwise use the Licensed Material for any purpose other than the intended use and functionality of the Licensed Material.

5.2  Effect of Unauthorized Use. Licensee will not engage in, and will not permit or assist any third party to engage in any of the uses or activities prohibited in or inconsistent with this MD Terms (collectively, "Unauthorized Uses"). Any such Unauthorized Use, and any installation of or access to the Licensed Materials provided under this MD Terms outside of the scope of the applicable license grants or otherwise not in accordance with this MD Terms, constitute a breach of this MD Terms. Licensee shall notify CLO promptly of any such known or suspected Unauthorized Uses or other unauthorized installation or access.

5.3  Circumvention. Licensee 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 Licensed Materials, or (ii) install or access the Licensed Materials 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, Licensee 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 the Licensed Materials. CLO will have no responsibility or liability whatsoever if Licensee combines or links Licensee work product or other data created with Licensed Materials with work product or other data otherwise created. In addition, Licensee will not remove, alter or obscure any such notices or limitations.

5.4  CLO's Default Avatars.

5.4.1  Licensee shall not distribute, sell, monetize, 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"):
5.4.1.1  without the prior written consent of CLO and upon the payment of a royalty fee to CLO (in the amount of $3,000 per avatar); or
5.4.1.2  unless proper attribution is given to CLO in each instance in which an avatar is so Disseminated, pursuant to the specifications CLO provided. 

5.4.2  Sample Distributions. For clarity, Licensee shall 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 5.4.1 provided that: 

5.4.2.1  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

5.4.2.2  proper attribution is given to CLO in each instance of such Sample Distribution pursuant to the specifications CLO provided.

6. ALL RIGHTS RESERVED. CLO and its licensors retain title to and ownership of, and all other rights with respect to, the Licensed Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Materials expressly set forth in this MD Terms, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Licensed Materials are licensed, not sold, and that rights to install and/or access the Licensed Materials are acquired only under the license from CLO. Any updates to the Software are also governed by this MD Terms. 

7.PRIVACY AND USE OF INFORMATION, CONNECTIVITY AND ACTIVATION

7.1  Privacy and Use of Information; Connectivity. For Network Online Authentication licenses, Licensee acknowledges and agrees that when the Licensed Material is installed by Licensee and connected to the Internet, CLO (and/or third parties acting on behalf of CLO) may automatically collect certain information and data of Licensee, including but not limited to, USER IDs, encrypted passwords, the specifications of hardware utilized by Authorized Users to access the Licensed Materials (HWIDs),  use logs, and IP addresses ("Licensee Data"). The Licensee Data is used solely for purposes of including but not limited to, user registration, activation, providing update notifications and update options, updating, validating, monitoring, installation, providing technical support, and such other purposes reasonably necessary to monitor, maintain, provide and improve the Software. For clarity, how Licensee Data is collected, used, shared, or otherwise processed information is governed in accordance with the Privacy Policy (https://legal.clo-set.com/privacy). Licensee hereby consents to (i) CLO (and/or third parties acting on behalf of CLO) monitoring, maintaining, using, storing and disclosing such Licensee Data within the scope of and solely as permitted under this MD Terms, including the storage of Licensee Data in data centers hosted by third party providers; (ii) the transfer of Licensee Data across international borders where CLO and CLO Affiliates operate; and that (iii) certain aspects of the Licensed Materials require Licensee's access to and use of content and services that are hosted on websites maintained by CLO. Accessing such content or services and use of Licensed Materials will cause Licensee's computer, without additional notice, to connect automatically to the Internet and to communicate with CLO. 

7.2  Activation and Security. Installation of and access to the Licensed Materials require, and the continued use thereof may from time to time require, remote authentication by CLO or activation codes issued by CLO. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND/OR ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY CLO PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST THE APPLICABLE LICENSE TERM, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE'S ACCESS TO LICENSEE'S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED.

8. LIMITED WARRANTY AND DISCLAIMERS

8.1  Limited Warranty.  CLO warrants that, as of the date on which the Licensed Materials (and hardware media, if any, on which such Licensed Materials are contained) are delivered to Licensee and for thirty (30) days thereafter or if the License Term is shorter, such shorter period ("Warranty Period"), the Licensed Materials will provide the features and functions described in the User Documentation portion of the Licensed Materials. CLO's entire liability and Licensee's exclusive remedy during the Warranty Period ("Limited Warranty") will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at CLO's option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the Annual Subscription Fee paid by Licensee and terminate this MD Terms or the license specific to such Licensed Materials. Such refund is subject to the return of the Licensed Materials to CLO. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. CLO DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. FOR THE AVOIDANCE OF DOUBT, CLO MAKES THE LIMITED WARRANTY SET FORTH IN THIS SECTION ONLY FOR THE LICENSED MATERIALS THAT ARE PURCHASED OR ACQUIRED THROUGH LEGAL AND VALID PROCESS AS REQUIRED IN THIS MD TERMS.

8.2  Disclaimer. 

8.2.1  EQUIPMENT. THE LICENSEE ACKNOWLEDGES THAT IN ORDER TO ACCESS THE LICENSED MATERIALS, THE LICENSEE MUST PROVIDE ALL EQUIPMENT AND SOFTWARE NECESSARY, INCLUDING BUT NOT LIMITED TO, A COMPUTER, INTERNET ACCESS, AND/OR DATA FEES. CLO SHALL NOT BE RESPONSIBLE FOR ANY FEES OR CHARGES INCURRED BY THE LICENSEE IN CONNECTION WITH ACCESSING THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, INTERNET FEES, DATA FEES, OR ANY OTHER THIRD PARTY FEES. THE LICENSEE AGREES TO ASSUME FULL RESPONSIBILITY FOR ALL SUCH FEES AND CHARGES.

8.2.2  EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 8.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLO, ITS AFFILIATES, LICENSORS AND THIRD PARTY PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERSA, EMPLOYEES OR AGENTS (COLLECTIVELY "CLO PARTIES"), MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY LICENSED MATERIALS. 

8.2.3  LICENSEE EXPRESSLY AGREE THAT ITS USE OF, OR INABILITY TO USE, THE LICENSED MATERIALS IS AT ITS SOLE RISK. CLO WILL HAVE NO LIABILITY WHATSOEVER AS A RESULT OF LOSS OR DAMAGE TO CONTENT, OR FAILURE TO STORE OR ENCRYPT CONTENT. THE LICENSED MATERIALS AND ANY CONTENT APPEARING ON THE SERVICES, INCLUDING USER CONTENT, AND LICENSED MATERIALS, ARE PROVIDED ON AN "AS IS'' AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, CLO PARTIES MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES OR LICENSED MATERIALS. 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 THIS MD TERMS.

8.2.4  EXCEPT AS SPECIFIED IN SECTION 8.1, ANY STATEMENTS OR REPRESENTATIONS ABOUT THE LICENSED MATERIALS AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, CLO DOES NOT WARRANT: (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE; (b) THAT ERRORS WILL BE CORRECTED BY CLO OR ANY THIRD PARTY; OR (c) THAT CLO OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY. 

8.2.5  THE SOFTWARE MAY BE SUBJECT TO OTHER LIMITATIONS, DISCLAIMERS OR WARRANTIES SET FORTH IN AN APPLICABLE LICENSE AGREEMENTS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SUCH LICENSE AGREEMENT AND THIS MD TERMS, THE LICENSE AGREEMENT SHALL CONTROL WITH RESPECT TO SUCH SOFTWARE ONLY. SUCH SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE APPLICABLE LICENSE AGREEMENT. 

9. LIMITATION OF LIABILITY

9.1  Limitation on Type and Amount of Liability. 

9.1.1  IN THE CONTEXT OF LICENSEE DEFINED UNDER SECTION 2.11.1 AND 2.11.2, IN NO EVENT WILL 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. IN THE EVENT ANY CLAIM RELATING TO THE PERFORMANCE OR NON-PERFORMANCE BY CLO PURSUANT TO THIS MD TERMS, OR IN ANY OTHER WAY CONCERNING THE LICENSED MATERIALS, THE ACTUAL DAMAGES TO WHICH LICENSEE MAY BE ENTITLED SHALL BE LIMITED TO THE FEES, IF ANY, PAID BY THE LICENSEE FOR THE USE OF THE LICENSED MATERIALS IN THE 180 DAY PERIOD PRECEDING LICENSEE'S CLAIM AND IF LICENSEE HAS NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, LICENSEE ACKNOWLEDGES THAT ITS SOLE REMEDY SHALL BE TO CEASE USING THE LICENSED MATERIALS AND TERMINATE ITS ACCOUNT. FOR CLARITY, IF LICENSEE IS A CALIFORNIA RESIDENT, LICENSEE 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.

9.1.2  IN THE CONTEXT OF LICENSEE DEFINED UNDER SECTION 2.11.3 AND 2.11.4, IN NO EVENT WILL CLO PARTIES HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE, REVENUE, DATA OR BUSINESS OPPORTUNITY; OR FOR BUSINESS INTERRUPTION) REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY. IN ADDITION, THE CUMULATIVE LIABILITIES OF CLO AND ITS SUPPLIERS  ARISING OUT OF OR RELATING TO ANY LICENSED MATERIALS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR SUCH LICENSED MATERIALS. 9.2  Application of and Basis for Limitations.  THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS MD TERMS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF CLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF ITS ESSENTIAL PURPOSE. 

10. TERM AND TERMINATION 

10.1  Term. This MD Terms shall be effective from the Effective Date and shall act in accordance with the License Term. 
10.1.1  License Term. Each license under this MD Terms, with respect to each specified set of Licensed Materials covered by this MD Terms, will become effective as of the latest to occur of (i) upon delivery of the specific Licensed Materials if the license in question is purchased pursuant to License Details executed by the parties, or (b) the starting date of License Term specified in the License Details. 10.1.2  With respect to any Licenses purchased by Licensee under this MD Terms, CLO's corresponding obligations to Licensee under this MD Terms during the applicable Term are conditioned upon Licensee's payment of the applicable Fee for that Term, as set forth in the Invoice.

10.2  Termination or Suspension.  Each of CLO or Licensee may terminate this MD Terms and Licensee's license as to Licensed Materials if the other party is in breach of this MD Terms and fails to cure such breach within twenty (20) days after written notice of the breach; however, if Licensee is in breach of Section 3 or Section 5, CLO may terminate this MD Terms and Licensee's license to Licensed Materials immediately, without prior or further notice to Licensee. In addition, CLO may, as an alternative to termination, suspend Licensee's license to the Licensed Materials and/or other CLO obligations or Licensee rights under this MD Terms, if Licensee fails to pay the applicable Fees to CLO or otherwise fails to comply with the provisions of this MD Terms or other terms relating to any such license or other associated materials. CLO may also terminate this MD Terms if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee's creditors. This MD Terms will terminate automatically without further notice or action by CLO if Licensee goes into liquidation. Each CLO or Licensee may terminate this MD Terms for convenience, upon sixty (60) days prior written notice; provided that the MD Terms shall not terminate until all then-active Subscription Terms of all prepaid Annual Subscription issued hereunder expire.

10.3  Effect of Termination of MD Terms or License. Upon termination or expiration of this MD Terms, the licenses granted hereunder will terminate and Licensee will not be able to access or retrieve any content associated with the account.  Any Annual Subscription not so renewed expires at the end of the applicable License Term.  Upon termination or expiration of any license granted to Licensee: (a) Licensee must cease all use of the Licensed Materials to which such license applies and uninstall all copies of the Licensed Materials; (b) at CLO's request, Licensee agrees to destroy or return to CLO all the Licensed Materials; and (c) CLO reserves the right to require Licensee to show satisfactory proof that all copies of the Licensed Materials have been uninstalled and, if so requested by CLO, destroyed or returned to CLO.

10.4  Survival. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 will survive any termination or expiration of this MD Terms.


11. GENERAL PROVISIONS

11.1  CLO and Affiliates.  For the purposes of this paragraph, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with CLO. Licensee acknowledges and agrees that CLO may arrange to have its Affiliates engage in activities in connection with this MD Terms, provided that CLO (and not such Affiliates) will remain subject to the obligations under this MD Terms. Licensee acknowledges and agrees that CLO may assign or subcontract any of its rights or obligations under this MD Terms. 

11.2  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 in ANNEX III. 

11.3  Export Control.  Licensee acknowledges and agrees that the Licensed Materials are subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations (collectively, "Export Control Laws"). Licensee understands that the requirements and restrictions of the Export Control Laws as applicable to Licensee may vary depending on the Licensed Materials provided under this MD Terms and may change over time. Licensee shall be solely responsible for (i) determining the precise controls applicable to the Licensed Materials, and (ii) complying with the Export Control Laws and monitoring any modifications to them. 

11.4  Entire Agreement.  This MD Terms and any other terms referenced in this MD Terms constitute the entire agreement between the parties with respect to the subject matter hereof, except for any other license agreement executed between the parties. If the parties have executed a mutual non-disclosure agreement prior to this MD Terms, the mutual non-disclosure agreement shall remain in effect.


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ANNEX I - Monthly Subscription, Annual Subscription and Perpetual 


1. Monthly Subscription. When Licensee purchases a Personal or StudentLicense on a Monthly Subscription basis, Licensee will receive access to the then-current version of the Licensed Materials that CLO makes available online on its website, subject to the payment of the applicable Monthly Subscription Fee. 

1.1  Updates. The right to receive Updates is included in the Monthly Subscription Fee, either by paying on a monthly basis or prepaying in twelve (12) months batches.  1.2  Monthly Subscription Term. The Subscription Term of 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 ("Monthly Subscription Term").  

1.3  Auto-Renewals. Monthly Subscription Terms, paid on a monthly basis, renew automatically, unless Licensee cancels the subscription. Licensee will be obligated to pay the corresponding Monthly Subscription Fees for any and all Monthly Subscription Terms that are renewed, unless the Monthly Subscription is subject to Cancellation. Monthly Subscription Terms, prepaid in twelve (12) month batches, are not subject to Cancellation and auto-renewals, prior to and after, the twelfth month respectively.

1.4  Limited Renewals for Student Licenses.  Student License is offered on a limited basis. Licensee may purchase one (1) Student License within forty-eight (48) months from the date of its initial purchase. For clarity, the Licensee shall then be entitled to purchase a total of two (2) Student Licenses within four (4) years.  

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 online on its website, subject to the payment of the applicable Annual Subscription Fee (set forth in the License Details).  

2.1  Initial Term. Any Annual Subscription listed in the License Details and purchased contemporaneously with the execution of this MD Terms will commence as of the latest to occur of (i) the Effective Date of this MD Terms or (ii) upon delivery of the specific Licensed Materials, and will continue for the period of twelve (12) months thereafter ("Initial Term").

2.2  Renewal Term. Unless otherwise agreed to in writing by the parties, the twelve (12) month renewal term following 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. No Renewal Term shall become effective unless CLO provides Invoice and is purchased by Licensee. Any Licenses under an Annual Subscription basis that are not renewed, expire at the end of the applicable License Term and become subject to Section 10 herein. 

2.3  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".

3. Perpetual Subscription.  When Licensee purchases a Personal, Academic, or Enterprise License on a Perpetual Subscription basis, Licensee receive access to the then current version of the Licensed Materials that CLO makes available on CLO's downloadable archive.  Perpetual Subscriptions are subject to the payment of a one-time Perpetual Subscription Fee, and/or the applicable Update Fees (set forth in the License Details). 

3.1  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 of 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.  

3.2  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:

3.3  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:  

3.3.1  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 

3.3.2   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.

3.4  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.

3.5  Trade-In Option for Personal Perpetual Subscriptions. 

3.5.1  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.

3.6  Trade-In Option for Existing Enterprise Perpetual Subscriptions for the MD Software. 

3.6.1  Upon the payment of the applicable Update Fees as set forth above, any previously purchased Enterprise Perpetual Subscriptions for the MD Software – up to three (3) versions behind the latest version of the Software, up to Version 12 of the Software – may be traded in for an Annual Subscription for which the Annual Subscription Fee for the first two consecutive terms will be waived.

3.6.2  If Licensee desires to renew any such Annual Subscription for any subsequent Renewal Term after the expiration of the first Renewal Term, the full Annual Subscription Fee will become due and payable for any such subsequent Renewal Term.

3.6.3  All Trade-Ins are final - without the possibility of reverting to, or retrieving, any Perpetual Subscription that are traded in. 

3.6.4  If Licensee elects to Trade-In an existing Perpetual Subscription, Licensee must Trade-In all of its existing Perpetual Subscriptions at the same time, or none at all. 


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ANNEX II - 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. 

1.2  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.

1.3  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.  

1.4  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 2.6; 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.  

1.5  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. 

1.6  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.   

1.7  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. 

2.2  The Dongle method of authentication is available for Perpetual Subscriptions only (which are no longer offered for sale as of November 25, 2020).

2.3  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.

2.4  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. 

2.5  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

2.6  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.

2.7  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.  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.  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.


--------------------

ANNEX III - Third Party Software

Portions of Marvelous Designer Software may utilize the following Third Party Software, the use of which is hereby acknowledged and whose terms and conditions may be applicable to your use of the Services as set forth below. 

----

Alembic
- Download Link: https://github.com/alembic/alembic/releases
- License : https://github.com/alembic/alembic/blob/master/LICENSE.txt

----

AVIF
- Download Link : https://github.com/AOMediaCodec/libavif
- License : BSD-2-Clause (https://github.com/AOMediaCodec/libavif/blob/main/LICENSE)

Copyright (c) 2019 Joe Drago. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

Backgroundremover
- Download Link : https://github.com/nadermx/backgroundremover
- License : MIT (https://github.com/nadermx/backgroundremover/blob/main/LICENSE.txt)

Copyright (c) 2021 Johnathan Nader
Copyright (c) 2020 Lucas Nestler
Copyright (c) 2020 Dr. Tim Scarfe
Copyright (c) 2020 Daniel Gatis

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

----

BreakPad
- Download Link: https://chromium.googlesource.com/breakpad/breakpad/
- License : modified MIT (https://chromium.googlesource.com/breakpad/breakpad/+/master/LICENSE)

	Copyright (c) 2006, Google Inc. All rights reserved.

	Redistribution and use in source and binary forms, with or without modification, 
	are permitted provided that the following conditions are met:
	
	* Redistributions of source code must retain the above copyright
	notice, this list of conditions and the following disclaimer.
	
	* Redistributions in binary form must reproduce the above
	copyright notice, this list of conditions and the following disclaimer
	in the documentation and/or other materials provided with the
	distribution.
	
	* Neither the name of Google Inc. nor the names of its
	contributors may be used to endorse or promote products derived from
	this software without specific prior written permission.

	THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
	"AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
	LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
	A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
	OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
	SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
	LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
	DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
	THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
	(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
	OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

	Disclaimer
	Copyright 2001-2004 Unicode, Inc.

	This source code is provided as is by Unicode, Inc. No claims are
	made as to fitness for any particular purpose. No warranties of any
	kind are expressed or implied. The recipient agrees to determine
	applicability of information provided. If this file has been
	purchased on magnetic or optical media from Unicode, Inc., the
	sole remedy for any claim will be exchange of defective media
	within 90 days of receipt.
	Limitations on Rights to Redistribute This Code
	Unicode, Inc. hereby grants the right to freely use the information
	supplied in this file in the creation of products supporting the
	Unicode Standard, and to make copies of this file in any form
	for internal or external distribution as long as this notice
	remains attached.

----

brotli

- Download Link : https://github.com/google/brotli
- License : MIT (https://github.com/google/brotli/blob/master/LICENSE)

Copyright (c) 2009, 2010, 2013-2016 by the Brotli Authors.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

----

Cereal
- Download Link : https://github.com/USCiLab/cereal
- License : BSD 3-Clause License (https://github.com/USCiLab/cereal/blob/master/LICENSE)

Copyright (c) 2013-2022, Randolph Voorhies, Shane Grant. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

Ceres Solver
- DownLoad Link : https://ceres-solver.googlesource.com/ceres-solver
- License : New BSD License (http://ceres-solver.org/license.html)

----

Clipper2 
- Download Link : https://github.com/AngusJohnson/Clipper2
- License : BSL-1.0 license (https://github.com/AngusJohnson/Clipper2?tab=BSL-1.0-1-ov-file#readme)

----

CodeEditor
- Download Link : https://github.com/Megaxela/QCodeEditor
- License : MIT (https://github.com/Megaxela/QCodeEditor/blob/master/LICENSE.MIT)

----

ColladaDom
- Download Link : http://sourceforge.net/projects/collada-dom/
- License : MIT (http://opensource.org/licenses/mit-license.php)

----

Cryptopp 6.1
- Download Link : https://github.com/weidai11/cryptopp
- License : Boost Software License (https://github.com/weidai11/cryptopp/blob/master/License.txt)

----

CUDA v12.0
- Download Link : https://developer.nvidia.com/cuda-downloads
- License : https://docs.nvidia.com/cuda/eula/index.html

	This software contains source code provided by NVIDIA Corporation.

----

Curl
- Download Link : https://curl.haxx.se/download.html
- License : https://curl.haxx.se/docs/copyright.html

	COPYRIGHT AND PERMISSION NOTICE

	Copyright (c) 1996 - 2020, Daniel Stenberg, daniel@haxx.se, and many contributors, see the THANKS file.

	All rights reserved.

	Permission to use, copy, modify, and distribute this software for any purpose with or without fee is hereby granted, provided that the above copyright notice and this permission notice appear in all copies.

	THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

	Except as contained in this notice, the name of a copyright holder shall not be used in advertising or otherwise to promote the sale, use or other dealings in this Software without prior written authorization of the copyright holder.dealings in this Software without prior written authorization of the copyright holder.

----

diffusers 0.21.4
- Download Link: https://pypi.org/project/diffusers/#files
- License : Apache License 2.0 (https://github.com/huggingface/diffusers/blob/main/LICENSE)

Copyright (c) 2023 The HuggingFace team

Licensed under the Apache License, Version 2.0 (the "License");
   you may not use this file except in compliance with the License.
   You may obtain a copy of the License at
       http://www.apache.org/licenses/LICENSE-2.0
   Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

----

Draco
- Download Link : https://github.com/google/draco
- License : Apache License 2.0(https://github.com/google/draco/blob/master/LICENSE)

----

eCAL
- Download Link : https://github.com/eclipse-ecal/ecal
- License : Apache License 2.0 (https://github.com/eclipse-ecal/ecal/blob/master/LICENSE.txt)

Copyright (C) 2016 - 2019 Continental Corporation

Licensed under the Apache License, Version 2.0 (the "License");  you may not use this file except in compliance with the License.
You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0
Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

----

FreeType
- Download Link : http://www.freetype.org/
- License : FreeType License (https://git.savannah.gnu.org/cgit/freetype/freetype2.git/tree/docs/FTL.TXT)

----

FreeImage
- Download Link : http://freeimage.sourceforge.net/download.html
- License : FreeImage Public License (http://freeimage.sourceforge.net/freeimage-license.txt)

	This software uses the FreeImage open source image library. See http://freeimage.sourceforge.net for details.
	
	FreeImage is used under the FreeImage Public License

----

FTGL
- Download Link : http://sourceforge.net/projects/ftgl/
- License : LGPL 2.0 (http://www.gnu.org/licenses/old-licenses/lgpl-2.0.html)

----

FX-GLTF
- DownLoad Link : https://github.com/jessey-git/fx-gltf
- License : MIT (https://github.com/jessey-git/fx-gltf/blob/master/LICENSE)

----

GIFLIB

- Download Link : https://giflib.sourceforge.net
- License : MIT (https://giflib.sourceforge.net/intro.html)

The GIFLIB distribution is Copyright (c) 1997  Eric S. Raymond

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

----

glew
- Download Link : http://glew.sourceforge.net/
- License :  Modified BSD License, the Mesa 3-D License (MIT) and the Khronos License (MIT)(https://github.com/nigels-com/glew#copyright-and-licensing)

	The OpenGL Extension Wrangler Library
	
	Copyright (C) 2008-2016, Nigel Stewart <nigels[]users sourceforge net>
	
	Copyright (C) 2002-2008, Milan Ikits <milan ikits[]ieee org>
	
	Copyright (C) 2002-2008, Marcelo E. Magallon <mmagallo[]debian org>
	
	Copyright (C) 2002, Lev Povalahev
	
	All rights reserved.

	Redistribution and use in source and binary forms, with or without
	modification, are permitted provided that the following conditions are met:

	* Redistributions of source code must retain the above copyright notice,
	this list of conditions and the following disclaimer.
	
	* Redistributions in binary form must reproduce the above copyright notice,
	this list of conditions and the following disclaimer in the documentation
	and/or other materials provided with the distribution.
	
	* The name of the author may be used to endorse or promote products
	derived from this software without specific prior written permission.

	THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS"
	AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
	IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
	ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE
	LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
	CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF
	SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS
	INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN
	CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE)
	ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF
	THE POSSIBILITY OF SUCH DAMAGE.

	Mesa 3-D graphics library
	Version: 7.0

	Copyright (C) 1999-2007 Brian Paul All Rights Reserved.

	Permission is hereby granted, free of charge, to any person obtaining a
	copy of this software and associated documentation files (the "Software"),
	to deal in the Software without restriction, including without limitation
	the rights to use, copy, modify, merge, publish, distribute, sublicense,
	and/or sell copies of the Software, and to permit persons to whom the
	Software is furnished to do so, subject to the following conditions:

	The above copyright notice and this permission notice shall be included
	in all copies or substantial portions of the Software.

	THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS
	OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
	FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL
	BRIAN PAUL BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN
	AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN
	CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

	Copyright (c) 2007 The Khronos Group Inc.

	Permission is hereby granted, free of charge, to any person obtaining a
	copy of this software and/or associated documentation files (the
	"Materials"), to deal in the Materials without restriction, including
	without limitation the rights to use, copy, modify, merge, publish,
	distribute, sublicense, and/or sell copies of the Materials, and to
	permit persons to whom the Materials are furnished to do so, subject to
	the following conditions:

	The above copyright notice and this permission notice shall be included
	in all copies or substantial portions of the Materials.

	THE MATERIALS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
	EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
	MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
	IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY
	CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT,
	TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE
	MATERIALS OR THE USE OR OTHER DEALINGS IN THE MATERIALS.

----

HDF5
- Download Link : https://www.hdfgroup.org/downloads/hdf5/
- License : https://support.hdfgroup.org/ftp/HDF5/releases/COPYING

----

hwy

- Download Link : https://github.com/google/highway
- License : BSD 3-Clause (https://github.com/google/highway/blob/master/LICENSE-BSD3)

Copyright (c) The Highway Project Authors. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1.  Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2.  Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3.  Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

JasPer

- Download Link : https://www.ece.uvic.ca/~frodo/jasper/
- License : JasPer-2.0 (https://www.ece.uvic.ca/~frodo/jasper/LICENSE)

JasPer License Version 2.0

Copyright (c) 2001-2006 Michael David Adams
Copyright (c) 1999-2000 Image Power, Inc.
Copyright (c) 1999-2000 The University of British Columbia

All rights reserved.

Permission is hereby granted, free of charge, to any person (the"User") obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

1.  The above copyright notices and this permission notice (which includes the disclaimer below) shall be included in all copies or substantial portions of the Software.
2.  The name of a copyright holder shall not be used to endorse or promote products derived from the Software without specific prior written permission.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.  NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.  THE SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.  IN NO EVENT SHALL THE COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, OR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.  NO ASSURANCES ARE PROVIDED BY THE COPYRIGHT HOLDERS THAT THE SOFTWARE DOES NOT INFRINGE THE PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER ENTITY. EACH COPYRIGHT HOLDER DISCLAIMS ANY LIABILITY TO THE USER FOR CLAIMS BROUGHT BY ANY OTHER ENTITY BASED ON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.  AS A CONDITION TO EXERCISING THE RIGHTS GRANTED HEREUNDER, EACH USER HEREBY ASSUMES SOLE RESPONSIBILITY TO SECURE ANY OTHER INTELLECTUAL PROPERTY RIGHTS NEEDED, IF ANY.  THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT INTENDED FOR USE IN MISSION-CRITICAL SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE OR SYSTEM COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES").  THE COPYRIGHT HOLDERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

----

Json
- Download Link : https://nlohmann.github.io/json/
- License : MIT (https://github.com/nlohmann/json/blob/develop/LICENSE.MIT)

----

LBFGSpp
- Download Link : https://github.com/yixuan/LBFGSpp
- License : MIT (https://github.com/yixuan/LBFGSpp/blob/master/LICENSE.md)


----

LibAOM

- Download Link : https://aomedia.googlesource.com/aom
- License : BSD 3-Clause Clear License (https://aomedia.googlesource.com/aom/+/refs/heads/main/LICENSE)

Copyright (c) 2016, Alliance for Open Media. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

libjpeg-turbo

- Download Link : https://github.com/libjpeg-turbo/libjpeg-turbo
- License : IJG (https://github.com/libjpeg-turbo/libjpeg-turbo/blob/main/LICENSE.md)

This software is based in part on the work of the Independent JPEG Group.

----

libjxl

- Download Link : https://github.com/libjxl/libjxl
- License : BSD 3-Clause (https://github.com/libjxl/libjxl/blob/main/LICENSE)

Copyright (c) the JPEG XL Project Authors.
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

LibLZMA

- Download Link : https://github.com/kobolabs/liblzma
- License : XZ Utils Licensing (https://github.com/kobolabs/liblzma/blob/master/COPYING)

This software includes code from XZ Utils <http://tukaani.org/xz/>.

----

LibPNG

- Download Link : http://www.libpng.org/pub/png/libpng.html
- License : PNG Reference Library License version 2 (http://www.libpng.org/pub/png/src/libpng-LICENSE.txt)

----

LibTIFF

- Download Link : https://libtiff.gitlab.io/libtiff/
- License : LibTIFF License (https://libtiff.gitlab.io/libtiff/project/license.html)

Copyright © 1988-1997 Sam Leffler
Copyright © 1991-1997 Silicon Graphics, Inc.

Permission to use, copy, modify, distribute, and sell this software and its documentation for any purpose is hereby granted without fee, provided that (i) the above copyright notices and this permission notice appear in all copies of the software and related documentation, and (ii) the names of Sam Leffler and Silicon Graphics may not be used in any advertising or publicity relating to the software without the specific, prior written permission of Sam Leffler and Silicon Graphics.

THE SOFTWARE IS PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL SAM LEFFLER OR SILICON GRAPHICS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.

----

libwebp

- Download Link : https://github.com/webmproject/libwebp
- License : BSD 3-Clause (https://github.com/webmproject/libwebp/blob/main/COPYING)

Copyright (c) 2010, Google Inc. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

  * Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
  * Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
  * Neither the name of Google nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

Little-CMS
- Download Link : https://github.com/mm2/Little-CMS
- License : MIT (https://github.com/mm2/Little-CMS/blob/master/LICENSE)

Copyright (c) 2023 Marti Maria Saguer

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the  "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

----

MiniZip
- Download Link : http://www.winimage.com/zLibDll/minizip.html
- License : MIT (http://opensource.org/licenses/mit-license.php)

----

Nanum Gothic font
- Download Link : http://cdn.naver.com/naver/NanumFont/setup/NanumFontSetup_TTF_GOTHIC_hangeulcamp.exe
- License : SIL Open Font License v1.1 (https://help.naver.com/support/contents/contents.help?serviceNo=1074&categoryNo=3497)

	Copyright (c) 2010, NAVER Corporation (https://www.navercorp.com/),

	with Reserved Font Name Nanum, Naver Nanum, NanumGothic, Naver NanumGothic,
	NanumMyeongjo, Naver NanumMyeongjo, NanumBrush, Naver NanumBrush, NanumPen, Naver 
	NanumPen, Naver NanumGothicEco, NanumGothicEco, Naver NanumMyeongjoEco, 
	NanumMyeongjoEco, Naver NanumGothicLight, NanumGothicLight, NanumBarunGothic, Naver
	NanumBarunGothic,

	This Font Software is licensed under the SIL Open Font License, Version 1.1.
	This license is copied below, and is also available with a FAQ at: http://scripts.sil.org/OFL

	SIL OPEN FONT LICENSE

	Version 1.1 - 26 February 2007

----

node-appdmg
- Download Link : https://github.com/LinusU/node-appdmg
- License : MIT (https://github.com/LinusU/node-appdmg/blob/master/LICENSE)

	Copyright (c) 2013 Linus Unneback

	Permission is hereby granted, free of charge, to any person obtaining a copy of
	this software and associated documentation files (the "Software"), to deal in
	the Software without restriction, including without limitation the rights to
	use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of
	the Software, and to permit persons to whom the Software is furnished to do so,
	subject to the following conditions:

	The above copyright notice and this permission notice shall be included in all
	copies or substantial portions of the Software.

	THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
	IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS
	FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR
	COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER
	IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN
	CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

----

Nullsoft Scriptable Install System
- Download Link : http://sourceforge.net/projects/nsis/
- License : zlib/libpng License(https://opensource.org/licenses/Zlib)

----

Nvidia Omniverse Connector
Download Link : https://docs.omniverse.nvidia.com/con_connect/con_connect/installing-connectors.html

	This software contains source code provided by NVIDIA Corporation.

	Copyright (c) 2020, NVIDIA CORPORATION. All rights reserved.

	NVIDIA CORPORATION and its licensors retain all intellectual property and proprietary rights in and to 
	this software, related documentation and any modifications thereto.  Any use, reproduction, 
	disclosure or distribution of this software and related documentation without an express license 
	agreement from NVIDIA CORPORATION is strictly prohibited.

----

oneTBB 
- Download Link : https://github.com/oneapi-src/oneTBB/
- License : Apache 2.0 License (https://github.com/oneapi-src/oneTBB/?tab=Apache-2.0-1-ov-file#readme)

Copyright (C) Intel Corporation, all rights reserved.

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

----

Onnxruntime
- Download Link : https://onnxruntime.ai/
- License : MIT License (https://github.com/microsoft/onnxruntime/blob/main/LICENSE)

----

OpenCV 4.5.0
- Download Link : http://opencv.org/
- License : Apache 2.0 License (https://opencv.org/license/)

	Copyright (C) 2000-2019, Intel Corporation, all rights reserved.
	Copyright (C) 2009-2011, Willow Garage Inc., all rights reserved.
	Copyright (C) 2009-2016, NVIDIA Corporation, all rights reserved.
	Copyright (C) 2010-2013, Advanced Micro Devices, Inc., all rights reserved.
	Copyright (C) 2015-2016, OpenCV Foundation, all rights reserved.
	Copyright (C) 2015-2016, Itseez Inc., all rights reserved.
	
	Third party copyrights are property of their respective owners.

	Redistribution and use in source and binary forms, with or without modification, are permitted 
	provided that the following conditions are met:

	Redistributions of source code must retain the above copyright notice, this list of conditions and the 
	following disclaimer.
	
	Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the 
	following disclaimer in the documentation and/or other materials provided with the distribution.
	
	Neither the names of the copyright holders nor the names of the contributors may be used to endorse 
	or promote products derived from this software without specific prior written permission.

	This software is provided by the copyright holders and contributors "as is" and any express or implied 
	warranties, including, but not limited to, the implied warranties of merchantability and fitness for a 
	particular purpose are disclaimed. In no event shall copyright holders or contributors be liable for any 
	direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, 
	procurement of substitute goods or services; loss of use, data, or profits; or business interruption) 
	however caused and on any theory of liability, whether in contract, strict liability, or tort (including 
	negligence or otherwise) arising in any way out of the use of this software, even if advised of the 
	possibility of such damage.

----

OpenEXR
- Download Link : http://www.openexr.com/downloads.html
- License : Modified BSD License (http://www.openexr.com/license.html)

	Copyright (c) 2006-2019 OpenEXR a Series of LF Projects, LLC. All rights reserved.

	Redistribution and use in source and binary forms, with or without modification, are permitted 
	provided that the following conditions are met:

	Redistributions of source code must retain the above copyright notice, this list of conditions and 
	the following disclaimer.

	Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the 
	following disclaimer in the documentation and/or other materials provided with the distribution.
	
	Neither the name of the copyright holder nor the names of its contributors may be used to endorse 
	or promote products derived from this software without specific prior written permission.
	
	THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED 
	WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A P
	ARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY
	DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, 
	PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
	HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
	NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE 
	POSSIBILITY OF SUCH DAMAGE.

----

OpenGL Mathematics (GLM)
- Download Link : https://glm.g-truc.net/0.9.9/index.html 
- License :  The Happy Bunny License and MIT License (http://glm.g-truc.net/copying.txt)

----

OpenMP
- Download Link : https://github.com/llvm/llvm-project/releases/download/llvmorg-11.1.0/openmp-11.1.0.src.tar.xz
- License : Apache 2.0 (https://github.com/llvm/llvm-project/blob/main/LICENSE.TXT)

	Contains libomp.dylib in universal binary format, and its header files.
	Universal binary was created in-house using lipo command.

Source dylib specs
- Version: 11.1.0 (chosen based on Apple Clang - LLVM version compatibility)
- Following patches were manually applied:
1. https://raw.githubusercontent.com/Homebrew/formula-patches/7e2ee1d7/libomp/arm.patch
2. https://reviews.llvm.org/D126579
3. https://reviews.llvm.org/D126510

----

OpenSSL
- Download Link : https://www.openssl.org/
- License : dual OpenSSL and SSLeay license (https://www.openssl.org/source/license-openssl-ssleay.txt)

	Acknowledgement: "This product includes software developed by the OpenSSL Project 
	for use in the OpenSSL Toolkit. (http://www.openssl.org/)" "This product includes 
	cryptographic software written by Eric Young (eay@cryptsoft.com)"

----

OpenSubdiv
- Download Link : http://graphics.pixar.com/opensubdiv/docs/intro.html 
- License : Modified Apache 2.0 (http://graphics.pixar.com/opensubdiv/docs/license.html)

----

Parallel Hashmap
- Download Link : https://github.com/greg7mdp/parallel-hashmap
- License : Apache 2.0 License (https://github.com/greg7mdp/parallel-hashmap?tab=Apache-2.0-1-ov-file#readme)

Copyright (c) 2019, Gregory Popovitch, all rights reserved.

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Includes work from abseil-cpp (https://github.com/abseil/abseil-cpp) with modifications.

Copyright (c) 2018, The Abseil Authors, all rights reserved.

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

----

Pybind11
- Download Link : https://github.com/pybind/pybind11
- License : BSD-style license(https://github.com/pybind/pybind11/blob/master/LICENSE)

	Copyright (c) 2016 Wenzel Jakob <wenzel.jakob@epfl.ch>, All rights reserved.

	Redistribution and use in source and binary forms, with or without
	modification, are permitted provided that the following conditions are met:

	1. Redistributions of source code must retain the above copyright notice, this
   	   list of conditions and the following disclaimer.

	2. Redistributions in binary form must reproduce the above copyright notice,
	   this list of conditions and the following disclaimer in the documentation
	   and/or other materials provided with the distribution.

	3. Neither the name of the copyright holder nor the names of its contributors
	   may be used to endorse or promote products derived from this software
	   without specific prior written permission.
	
	THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND
	ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
	WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
	DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE
 	FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
	DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR
	SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER
	CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,
	OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
	OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

Python 3.7
- Download Link : https://www.python.org/downloads/
- License : PSF License  (https://docs.python.org/3/license.html#psf-license)

----

QT 5.15.2
- Download Link : https://download.qt.io/archive/qt/5.15/5.15.2/
	- Arm64 slice
		- Source : Homebrew
		- Formula : qt@5
		- Commit : b0a871aadd4d51af8fff4c0580d1fafbaa72bd16
		- Bottle : arm64_big_sur
	- x86_64 slice
		- Source : Qt Online Installer for macOS
- License : LGPL v3 (https://https://doc.qt.io/qt-5/lgpl.html)

----

resvg

- Download Link : https://github.com/RazrFalcon/resvg
- License : Mozilla Public License 2.0 (https://github.com/RazrFalcon/resvg/blob/master/LICENSE.txt)

----

runwayml/stable-diffusion-v1-5
- Download Link: https://huggingface.co/runwayml/stable-diffusion-v1-5
- License : CreativeML Open RAIL-M (https://huggingface.co/spaces/CompVis/stable-diffusion-license)

----

sail
- Download Link : https://github.com/HappySeaFox/sail
- License : MIT (https://github.com/HappySeaFox/sail/blob/master/LICENSE.txt)

Copyright (c) 2020 Dmitry Baryshev

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

----

spdlog

- Download Link : https://github.com/gabime/spdlog/releases/tag/v1.12.0
- License : MIT License (https://github.com/gabime/spdlog/blob/v1.x/LICENSE)

	Copyright (c) 2016 Gabi Melman.                                       

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
-- NOTE: Third party dependency used by this software – This software depends on the fmt lib (MIT License), and users must comply to its license: https://github.com/fmtlib/fmt/blob/master/LICENSE.rst

----

Spoqa Han Sans font
- Download Link : http://spoqa.github.io/spoqa-han-sans/
- License : SIL Open Font License(http://scripts.sil.org/cms/scripts/page.php?site_id=nrsi&id=OFL)

----

STB Image
- DownLoad Link : http://nothings.org/stb/
- License : MIT (https://github.com/nothings/stb/blob/master/LICENSE)

----

Libigl
- Download Link : https://github.com/libigl/libigl/tree/v2.5.0
- License : MPL2 (https://github.com/libigl/libigl/blob/v2.5.0/LICENSE.MPL2)
- Modification : https://github.com/clo3d/libigl (https://github.com/clo3d/libigl#readme)


----

Eigen
- Download Link : http://eigen.tuxfamily.org/
- License : MPL2 (https://www.mozilla.org/en-US/MPL/2.0/)

----

USD
Download Link : https://github.com/PixarAnimationStudios/USD
License : Modified Apache 2.0 License (https://github.com/PixarAnimationStudios/USD/blob/release/LICENSE.txt)

----

VMAF
- Download Link : https://github.com/Netflix/vmaf
- License : BSD-2-Clause-Patent (https://github.com/Netflix/vmaf/blob/master/LICENSE)

Copyright (c) 2020 Netflix, Inc.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

Subject to the terms and conditions of this license, each copyright holder and contributor hereby grants to those receiving rights under this license a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except for failure to satisfy the conditions of this license) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer this software, where such license applies only to those patent claims, already acquired or hereafter acquired, licensable by such copyright holder or contributor that are necessarily infringed by:
(a) their Contribution(s) (the licensed copyrights of copyright holders and non-copyrightable additions of contributors, in source or binary form) alone; or
(b) combination of their Contribution(s) with the work of authorship to which such Contribution(s) was added by such copyright holder or contributor, if, at the time the Contribution is added, such addition causes such combination to be necessarily infringed. The patent license shall not apply to any other combinations which include the Contribution.

Except as expressly stated above, no rights or licenses from any copyright holder or contributor is granted under this license, whether expressly, by implication, estoppel or otherwise.

DISCLAIMER

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

xxHash
- Download Link : https://github.com/Cyan4973/xxHash
- License : BSD 2-Clause License (https://github.com/Cyan4973/xxHash?tab=License-1-ov-file#readme)

Copyright (c) 2012-2021 Yann Collet. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

----

Zstandard
- Download Link : https://facebook.github.io/zstd/
- License : BSD License (https://github.com/facebook/zstd/blob/dev/LICENSE)

Copyright (c) Meta Platforms, Inc. and affiliates. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

 * Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
 * Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
 * Neither the name Facebook, nor Meta, nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

======================================================================

Autodesk(R) FBX(R) SDK 2020

	This software contains Autodesk(R) FBX(R) code developed by Autodesk, Inc. Copyright 2019 Autodesk, Inc. All rights, reserved. Such code is provided "as is" and Autodesk, Inc. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. In no event shall Autodesk, Inc. be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of such code.

----

Autodesk(R) HumanIK(R) 2016
	(C) 2015 Autodesk, Inc. All rights reserved.Except where otherwise noted, this work is licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 3.0 Unported License that can be viewed online at  http://creativecommons.org/licenses/by-nc-sa/3.0/.


----

Substance Development Kit(SDK) v9.0.1 / Substance Engine 

	(C) 2021 Adobe. All rights reserved

	Adobe End User Minimum Terms

	The following terms ("Terms") between you and Adobe Inc. ("Adobe") apply to your use of the certain Adobe products ("Adobe Products") that are included in the CLO6.0 (and later versions as applicable) and/or MarveleousDesigner10 (and later versions as applicable) ("Licensed Products"). For the purpose of the Adobe End User Minimum Terms, Adobe Products shall mean the SDK and the Substance Engine. For clarity, the Substance Assets provided in the frame of the Combined Product(s) shall be governed and comply with the general and specific terms and conditions available here: https://www.substance3d.com/legal/general-terms-conditions/.
 
	1.	License. 
	
	1.1	License Grant. Subject to your  compliance with these Terms, Adobe grants  you, during the term of your license to the Licensed Product, a non-transferable, non-exclusive license to access and use the Adobe Products solely as integrated into the Licensed Products for your internal business purposes, and not for further distribution. 
	
	1.2	License Restrictions. 
	
	(A)	No Modifications or Reverse Engineering. You will not, and will not assist or permit any third party to (1) modify, port, adapt, translate or create derivative works of any portion of any Adobe Products, or (2) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any portion of any Adobe Products. 

	(B)	No Interference.  You will not (1) remove any "About" or "Info" screens or pages in the Adobe Products or  interfere with the functionality or appearance of any Adobe Products or any component thereof; (2) circumvent or attempt to circumvent any technical measures incorporated into the Adobe Products for the purposes of restricting their use to the purposes set forth in this 	Agreement; or (3) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Adobe Products. 

	(C) Malware. You  will not take any action that exposes any part of the Adobe Products to any malicious or harmful code, viruses, Trojan Horses, worms, time bombs, cancelbots or other malware intended to cause destruction or disruption.

	(D)	Compliance with Laws. You will use the Adobe Products in compliance with all applicable laws. 

	(E) No Sublicensing. You are not permitted to (1) rent, lease, lend, sell, encumber, distribute or sublicense or grant other rights in the Adobe Products to a third party, including rights on a membership or subscription basis; or (2) provide use of the Adobe Products in a computer service business, third party outsourcing facility or service, service bureau arrangement, network, or time-sharing basis. 
 	
	(F) Open Source Software. You will not merge, integrate, or use the Adobe Products, or any portion thereof, with any software that is subject to license terms that require any Adobe intellectual property to be licensed to or otherwise shared with any third party (for example only, GPL license terms). 

	2.  	Adobe Intellectual Property. Adobe remains the sole owner of all right, title, and interest in the Adobe Products. Except as stated in these Terms, Adobe does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Adobe Products. Adobe reserves all rights not granted under the Terms.  

	3.	 Warranty Disclaimer. THE ADOBE PRODUCTS ARE PROVIDED TO YOU "AS-IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADOBE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED 	WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ADOBE FURTHER DISCLAIMS ANY WARRANTY THAT (A) THE ADOBE PRODUCTS WILL MEET YOUR REQUIREMENTS OR WILL BE 	CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE ADOBE PRODUCTS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE ADOBE 	PRODUCTS WILL MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS OR DEFECTS IN THE ADOBE PRODUCTS WILL BE CORRECTED.
 
	4. 	Limitation of Liability. Adobe is not liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (1) resulting from loss of use, data, reputation, revenue, or profits; (2) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (3) arising out of or in connection with your use of or access to the Adobe Products. Adobe's total liability in any matter arising out of or related to these Terms is 	limited to US $100. Notwithstanding the foregoing, nothing in these Terms limits or excludes Adobe's liability for gross negligence, intentional misconduct of Adobe or its employees, death, or personal injury. 
	
	The limitations and exclusions in this section 4 (Limitation of Liability) apply to the maximum extent permitted by law even if (1) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (2) Adobe knew or should have known about the possibility of damages. 

	5. 	General Provisions. 

	5.1	Assignment. You may not assign or otherwise transfer these Terms, in whole or in part, without Adobe's prior written consent, and any such attempt will be void. 

	5.2 	Severability. If any provision in these Terms is held invalid or unenforceable for any reason, the remaining terms will continue in full force and effect. 

	5.3	Entire Agreement. These Terms contain the entire understanding of the parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter.

	5.4	Governing Law. These Terms are governed by and construed under the laws of the State of California, without regard to any conflict of law rules or principles, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the County of Santa Clara, State of California, provided however, Adobe will have the right to pursue claims against you in any other jurisdiction worldwide to enforce its rights under this Agreement or to enforce its intellectual property rights.

	5.5	Trade Rules. You acknowledge that the Adobe Products may be subject to the trade control laws and regulations of the United States and other national governments, and you will comply with them.

	5.6 U.S. Government Licensing. For US Government end users: you acknowledge that the Adobe Products are  "Commercial Item(s)," as that term is defined at 48 C.F.R. section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable. You agree, consistent 	with 48 C.F.R. section 12.212 or 48 C.F.R. sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (1) only as Commercial Items; and (2) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States. 

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