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License Agreement

CLO Downloadable Media License Agreement

1. BINDING AGREEMENT

This is a legally binding agreement (“Agreement”) between you and CLO Virtual Fashion, LLC (“CLO”) regarding your rights to use downloadable CLO Virtual Media and Work Product.

By clicking the “I accept” button (or its equivalent), you (or the entity or organization on behalf of which you are authorized, in which case “you” and “your” will refer to that entity or organization) agree to this Agreement.

This Agreement incorporates by reference the Terms of Service.

Unless otherwise defined in the main body of this Agreement, capitalized terms used herein are defined as follows:

CLO Virtual Media” means the collection of one or more digital files, packaged in the form of a product on CLO’s website(s) or other platforms operated by CLO that can be downloaded or otherwise made available to you, with or without charge. CLO Virtual Media includes virtual products, patterns, designs, and renderings, but excludes virtual currency. For your Customers and their use in Work Product, this definition also includes derivative and intermediary files used for that purpose.

Intellectual Property” means, copyright, trademark, trade secret, right of publicity, or any other proprietary right, irrespective of whether it is registered, applied for, or otherwise, throughout the world.

Work Product” means works you create using CLO Virtual Media.

2. LICENSE

Ownership. CLO does not grant title or ownership to you in CLO Virtual Media. All rights in CLO Virtual Media not expressly granted in this Agreement are reserved by CLO for itself and its licensors.

Rights Granted. For CLO Virtual Media made available to you (regardless of whether such media was purchased for a fee or otherwise), CLO grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market CLO Virtual Media within Work Product in the uses authorized in this Agreement.

Rights Granted When Sharing CLO Virtual Media. Other than as set forth below, if you purchase CLO Virtual Media on behalf of a legal entity, that entity may permit access to the purchased CLO Virtual Media by its employees for that entity’s internal business purposes only, and not for any employee’s personal or other use. You are responsible for any downstream distribution, use, or misuse by a recipient of CLO Virtual Media.

Sharing CLO Virtual Media with third parties is only permitted as follows:

  1. In the development of Work Product owned by you, if you are working in collaboration with third parties, and there is a need to share CLO Virtual Media for the development of your Work Product. A third party that receives CLO Virtual Media may only use CLO Virtual Media on your Work Product and for no other purpose.
  2. In the development of Work Product for a person or entity other than yourself (“ your Customer ”), if you are working as a contractor and need to share CLO Virtual Media with your Customer, or any third parties working with your Customer, sharing CLO Virtual Media is allowed, subject to the restriction that all parties may use CLO Virtual Media only for your Customer’s particular Work Product and for no other purpose. For all other use by any party, CLO Virtual Media must be purchased again from CLO (for a fee or otherwise) to create a new license agreement governing that use.

3. PERMITTED USES OF CLO VIRTUAL MEDIA IN WORK PRODUCT

Images. You may not publish or distribute Work Product of images through yours or a third party’s stock media clearinghouse or online marketplace, except that CLO may make available to you a CLO operated marketplace to make available your Work Product of images. Images displayed for the promotion of CLO Virtual Media Products, such as preview images on the CLO Virtual Media product page, may be used in Work Product of images, provided that the CLO Virtual Media itself has been purchased. CLO Virtual Media may not be incorporated into Work Product that is a trademark, service mark, or business logo.

Computer Games and Software. You may include CLO Virtual Media in Work Product of computer games, mobile, desktop and web applications, and interactive electronic literary publications. Your inclusion of CLO Virtual Media within any such Work Product is limited to uses where CLO Virtual Media is required to produce an interactive experience for the user (in a way that the CLO Virtual Media in such Work Product may be manipulated or interacted with).

Virtual Goods. You may not import, upload, reproduce, make available, publish, transmit, distribute, or sublicense CLO Virtual Media in Work Product of virtual goods or worlds, unless you or your Customer owns the virtual goods or worlds.

Physical Work Product. You may use CLO Virtual Media to make physical Work Products such as 3D printed works, articles of manufacture, sculptures, and physical goods (“Physical Work Product”). CLO Virtual Media in a Physical Work Product that is untransformed or substantially similar to the original CLO Virtual Media may only be used if it is a minor part of a larger composition of other physical objects in the Work Product (as determined by CLO in its discretion).

Unauthorized Uses. In addition to the restrictions on uses set forth elsewhere in this Agreement, the following are unauthorized uses that are explicitly prohibited:

  1. Distribution, publication, or making CLO Virtual Media available through any online clearinghouse marketplace or infrastructure, or file sharing platform.
  2. Distribution, publication, or making CLO Virtual Media available to any third party except in the form of a permitted Work Product.
  3. The use of CLO Virtual Media in a way that competes with the business of CLO or the CLO Virtual Media.
  4. Inclusion of CLO Virtual Media in a Work Product or application that has the general functionality for importing and/or exporting CLO Virtual Media. For example, you cannot include CLO Virtual Media in a library within a Work Product intended to allow users to work with CLO Virtual Media (i.e. the type of use that is permitted only for you). For such uses, your Customers must purchase CLO Virtual Media directly from CLO.
  5. Misrepresenting yourself as the creator of CLO Virtual Media.
  6. Use of CLO Virtual Media for any defamatory, harassing, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.

Security. In all uses, you must take all reasonable and industry standard measures to prevent other parties from gaining access to CLO Virtual Media. CLO Virtual Media must be contained in proprietary formats so that they cannot be opened or imported in any third party application not provided by CLO or you. You may not publish or distribute CLO Virtual Media in any open format, or format encrypted with decryptable open standards.

4. TERM AND TERMINATION

You covenant, represent, and warrant to CLO that: (i) you will not use CLO Virtual Media to infringe any party’s Intellectual Property rights; (ii) you will not use CLO Virtual Media except pursuant to the terms of this Agreement; (iii) you have full right, power, legal capacity, and authority to enter into and perform this Agreement; and (iv) you will immediately notify CLO of any intellectual property claim against your use of CLO Virtual Media.

5. WARRANTIES & REPRESENTATIONS

You covenant, represent, and warrant to CLO that: (i) you will not use CLO Virtual Media to infringe any party’s Intellectual Property rights; (ii) you will not use CLO Virtual Media except pursuant to the terms of this Agreement; (iii) you have full right, power, legal capacity, and authority to enter into and perform this Agreement; and (iv) you will immediately notify CLO of any intellectual property claim against your use of CLO Virtual Media.

6. INDEMNITY

You agree to indemnify and hold CLO and its officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of CLO Virtual Media and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth herein and/or if your Work Product causes us to be liable to another.

7. DISCLAIMERS

ALL CLO VIRTUAL MEDIA 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 GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, MERCHANTABILITY, OR COSMETIC ATTRIBUTES OF CLO VIRTUAL MEDIA, AND DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH CLO VIRTUAL MEDIA, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

9. SEVERABILITY

The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement 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.