CLIP STUDIO MODELER End User License Agreement

Please read this end user license agreement (hereinafter referred to as the "Agreement") carefully before Installing or using the Clip Studio Modeler(hereinafter referred to as the "Product"). This Agreement is a legal agreement between CELSYS, Inc. ("Celsys") and you (the "User") regarding the use of the Product.

The User may install and use the Product only if the User agrees to all the terms and conditions of this Agreement.
However, this does not apply if a separate written agreement has been entered into with Celsys.

When the User installs the Product, Clip Studio(Defined at Article 7) will be installed at the same time.

1. Definitions

Unless otherwise defined, the terms used in this Agreement shall be defined as set forth below.

1.1 Product
Product refers to Clip Studio Modeler, Clip Studio, and also including all of data, which are accompanying electronic data such as 3D data and images (collectively, "Materials," including any additional materials provided by Celsys), related data, samples, Documentation, and the latest version of the software, including updates, bug fixes, and corrections.

1.2 Documentation
Documentation refers to all user documentation, manuals, materials, and other information provided by Celsys regarding the Product.

2. Permissions

2.1 All copyrights and other intellectual property rights of the Product belong to Celsys or to the rights owners who have properly granted Celsys the usage rights. Celsys authorizes the User to use the Product as expressly set forth in this Agreement only if all of the following conditions are met.
(a) The User has acquired, or applied to use the product in a legitimate manner approved by Celsys.
(b) Celsys recognizes the Product used by the User as a legitimate Product.

2.2 No rights are granted with respect to the Product other than those granted in this Agreement.

3. Terms of use

Under this agreement, Celsys grants the User the following limited, non-exclusive rights to use the Product.

3.1 Product may only be used by the User (or, in the case of a corporation or other entity, by one (1) specific member) on one (1) computer in their possession and control (hereinafter referred to as "Main Computer"). The User may designate one (1) other member to use the Product, provided that each of the following conditions are met.
(i) The Product is installed on only one Main Computer.
(ii) The Product is used in a manner that does not conflict with any of the prohibitions set forth in Article 4.

3.2 The User may only install the Product on the Main Computer. The User may install the Product on one additional computer in their possession and control (hereinafter referred to as a "Sub Computer"), provided that the following conditions are met. Under the following conditions, the User may install the Product on up to two (2) computers at once, a Main Computer and a Sub Computer.
(i) Use of the Product is limited to the User (or one specific member in the case of a corporation or other entity) and one other member designated by the User.
(ii) The Product may not be used on both devices at the same time.

3.3 The User may not allow any third party to use all parts of the product or use the Product in isolation, even if it contains multiple independent software programs.

3.4 Celsys may stipulate separate terms of use for the Product on Clip Studio websites, manuals, or other websites operated by Celsys (https://www.clipstudio.net/, https://ec.clip-studio.com/). In this case, the User shall comply with such terms and conditions of use.

4. Prohibitions

The User is prohibited from performing any of the following acts.
(i) Duplicating the Product in whole or in part without permission from Celsys.
(ii) Sublicensing, publicly transmitting, lending, renting, or loaning the Product in whole or in part, or any equivalent action, including, for example, publishing on a website, or making the Product transmittable.
(iii) Transferring the Product in whole or in part.
(iv) Altering computer programs included in the Product or analyzing the Product using methods including but not limited to reverse engineering.
(v) Allowing use of or providing processing or services that use the Product or its functions to a third party over networks (including but not limited to the Internet).
(vi) Disclosing or providing information such as serial numbers provided to users, used by Celsys to identify users and this Product, to third parties.
(vii) Using the Product simultaneously by multiple persons.
(viii) Using the Product on a shareable system.
(ix) Allowing a third party to use the Product for a fee or incorporating the Product into a commercial service.
(x) Removing or invalidating technical limits of the Product implemented for the purpose of protection of rights, sharing information on the methods of such actions; copying, modifying (including but not limited to editing, transformation, etc.; hereinafter referred to as "modification, etc."), sublicensing, publicly transmitting, assigning, loaning, or using the Product by removing or invalidating the set technical restrictions.
(xi) Using the Product for the purpose of violating public order or laws.
(xii) Other acts that infringe or may infringe on the intellectual property rights or other rights of Celsys or third parties.

5. Transfer

5.1 The User may transfer the Product to a third party in so far as transfer is not a violation of Article 2, 3, and 4.

5.2 The recipient of the transferred Product shall inherit all rights and obligations which Celsys granted to the User. Celsys grants permission for the recipient of the transferred Product to use the Product by consenting to this Agreement.

5.3 Any transfers of the Product are the responsibility of the parties involved. Celsys shall have no involvement and bears no liability.

6. Guarantees

6.1 Celsys makes no guarantee that this Product is suitable to individual User's specific purpose of use which is based on the User’s hardware and software environment. The User assumes full responsibility for their selection of the Product.

6.2 In the event that the Product type, quality, or quantity does not comply with the terms of this Agreement (excluding cases in which the Product fault is attributable to hardware or software that are not covered by the warranty), Celsys may, at it’s own judgement, replace the Product or provide a fixed version of the Product, provide instructions to remedy the issue, or refund the amount of the price which User purchased in the past.

6.3 In no event will Celsys' liability, under or in connection with this Agreement, exceed the actual amount paid by the User for the Product, if any (or, in the case of Monthly Usage Products or Time-Limited Licenses, the actual amount paid by the User to use the Product over the previous twelve (12) months). However, this shall not apply in the case of intentional damages or gross negligence by Celsys.

6.4 Celsys may provide the User with information, software, and services via the Internet to accompany the Product’s features. Celsys shall make no guarantees whatsoever regarding such information, software, and services, including but not limited to completeness, accuracy, usefulness, Internet security, and transmission stability. Celsys may suspend or end the above without consent of the User. Celsys shall have no obligation to provide support, maintenance, upgrades, modifications or new releases for the Product.

6.5 Warranties defined in Article 1 through 4 are exclusive and in lieu of all other warranties, express or implied, and Celsys expressly disclaims all other warranties, including, without limitation, any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement. To the extent not prohibited by applicable law, the Product is licensed to the User "as is" with all faults, without warranty, condition or representation, express or implied, of any kind, including without limitation, merchantability, performance, security, satisfactory quality, non-infringement of third party rights, or fitness for a particular purpose.
The User acknowledges that the Product may not
(i) satisfy all the User's requirements,
(ii) be free from defects, or
(iii) operate without interruption or
errors.

In addition, due to the continual development of new techniques for intruding upon and attacking networks, Celsys does not warrant that the Product will be free of vulnerability to intrusion or attack. No oral or written information or advice given by Celsys and their respective employees, distributors, dealers, or representatives shall increase the scope of the above warranties or create any new warranties. User may have additional warranty rights under law which may not be waived or disclaimed. Celsys does not seek to limit the User's warranty to any extent not permitted by law.

6.6 In the event that this Agreement conflicts with versions in other languages, the Japanese version shall prevail.

7. Clip Studio

7.1 Clip Studio is an application provided by Celsys for the purpose of supporting creative activities. (For more information, visit https://www.clipstudio.net/en/)

7.2 Clip Studio will be installed at the same time when the Product is installed. Clip Studio is provided as an online service for supporting creative activities, and is subject to the terms of this Agreement.

8. Internet Connection & Personal Information

8.1 In cases where Celsys collects and sends the personal information of the User using the Product or Clip Studio, information will only be collected with the permission of the User and managed according to the Celsys Privacy Policy (https://www.celsys.co.jp/en/information/privacy/).

8.2 The Product and Clip Studio may connect the User's computer to the internet and access a website or communicate with a server managed by Celsys in order to confirm the license, supply additional information, functions or services, or check for updates without providing additional notification to the User.

8.3 In cases where the User accesses and uses a website or web service administered by Celsys using the Product or Clip Studio, the user shall comply with the Terms and Conditions of each website or service.

8.4 The Product, Clip Studio, and the websites and web services accessed through the Product use cookies to make its services more convenient for customers and to obtain information that helps us to continuously improve this service.
The user can opt out from cookies as stated in the Cookie Policy.
(https://www.clipstudio.net/en/about_cookies/) The User can also disable cookies with their browser’s settings, but this may disable some features. For details on browser settings related to cookies, please refer to the software help page or contact the developer. Cookies are pieces of data sent to the User’s browser from the server operating the service. This data is stored on the User’s computer or mobile device. Cookies do not record personal information such as names, addresses, or telephone numbers. Cookies do not have any adverse effect on Users’ devices. We use the following categories of cookies on our website. For more information, please see our Cookie Policy
(https://www.clipstudio.net/en/about_cookies/).

Essential cookies
These cookies are needed to provide basic functions to use the website or service.

Performance cookies
These cookies use tracking to analyze the User's use of this website in order to improve the website and analyze ad performance.

Advertising cookies
These cookies are used to show appropriate ads to the User based on tracking information from Celsys and relevant companies, including Google and social media sites such as Facebook. If this is turned off, CLIP STUDIO MODELER ads will be displayed randomly.

9. Cancellation and Termination of the Agreement

9.1 This Agreement will end when the User has deleted the User's Clip Studio account. On other occasions, the User may end this Agreement by the User’s own will.

9.2 If a User falls under any of the following circumstances, Celsys may immediately terminate this Agreement without notice, regardless of whether or not the reason is attributable to the User.
Termination under this clause shall not preclude claims for damages against User by Celsys.
(a) If the terms of this Agreement are violated;
(b) If the terms of the the Celsys Terms of Service or other agreements have been violated;

Upon the end of this Agreement, User must cease all use of the Product and delete the Product from all Devices on which it is Installed.

10. Use of Materials

10.1 In the case that Materials are attached or bundled, the User may duplicate such Materials, use them in the creation of artworks ("as is" or in a modified form), and publicly transmit, distribute, or transfer, or lend, etc., artworks in which a Material has been used.

10.2 The following acts are prohibited in relation to Materials.
(a) An act of public transmission, distribution, transfer, lending, etc. of a Material independently from the Product (excluding public transmission, distribution, transfer, lending, etc. of an artwork in which a Material has been used), regardless of modification, etc.;
(b) An act of sublicensing the use of the Material, regardless of modification, etc.;
(c) An act of public transmission, distribution, transfer, lending, etc. of a work created using a Material in a state where the Material can be clearly extracted from the work in question;
(d) The act of using a Material as the principle design for a product or service by itself, or the act of using or registering it as a trademark, logo, symbol, or image character;
(e) Removing or invalidating technical limits of the Material implemented for the purpose of protection of rights, disclosing the methods of such actions; or using (including but not limited to duplicating, modifying, sublicensing, publicly transmitting, assigning, or loaning, etc.) Materials which have had such technical restrictions removed or invalidated;
(f) Using Materials for expressions or artworks that violate public order or laws; and
(g) Any other acts that infringe or may infringe any intellectual property rights or other rights owned by Celsys in relation to Materials.

11. Disclaimers

The User is responsible for all claims, losses, liability, damages, and costs (including, but not limited to, attorney fees, court fees, and other associated costs) from third parties resulting from the improper or illegal use of the Product, Documentation, or Materials or outside the scope of this Agreement.
Celsys and its affiliates, officers, and employees shall be exempt, regardless of their legal structure.
Nothing in this Agreement shall limit Celsys' right, at its own expense, to assume the exclusive defense of any issue subject to indemnification hereunder.

12. Copyright and Trademarks

All logos, trademarks and company and product names mentioned in the Product, Documentation, or any other written materials are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Any registered trademarks and trademarks used herein are the exclusive property of their respective owners. The rights of unregistered trademarks (such as pending trademarks) in their jurisdiction may not be exclusive until they are registered as valid. The User may not (or allow any others to) remove, modify, alter, conceal or deface any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Product, Documentation, Materials and all related documentation and materials (in any form). This Agreement does not authorize the User to use Celsys' and/or its respective licensor(s)' names or respective trademarks.

13. Miscellaneous

13.1 This Agreement shall be governed by the laws of Japan. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. The User's use of the Product may be subject to other country, state, provincial, national, or international laws. If, for any reason, the court of competent jurisdiction determines that any provision or part thereof is unenforceable, the rest of this Agreement shall remain in full force and effect.

13.2 When using the Product, the User shall comply with all relevant laws and regulations, including copyright law and export control related laws.

13.3 In the case of any dispute regarding this Agreement, the Tokyo District Court or the Tokyo Summary Court shall be the exclusive jurisdictional court for the first hearing.

13.4 The provisions of Articles 4, 5, 6, 10 and 12 shall remain in effect even after the end of this Agreement.

13.5 Celsys may change the terms of this Agreement if it deems it necessary in the following cases without individual agreement with the User. In such case, Celsys will notify the User, through the Internet or other appropriate method, of the change of the Agreement, the contents of this Agreement after the change, and the effective period of this Agreement after the change.

Last updated : 2021/06/24

CLIP STUDIO End User License Agreement

Please read this end user license agreement ("this Agreement") carefully before Installing or using the Clip Studio software ("Software"). By clicking the "I agree" button when initially Installing the Software or otherwise Installing or using the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, you may not Install, use or access the software. Installing, using or accessing any part of the Software indicates that you agree to the terms of this Agreement.

This is a legal agreement between CELSYS, Inc. ("Celsys") and you ("User"), covering User's use of the Software, stipulated in the Section 1. User must read this Agreement before using the Software. For avoidance of doubt, User may be an individual or a single legal entity on behalf of which such individual is duly acting.

The following terms govern User's use of the Software except to the extent a particular program (a) is the subject of a separate written agreement with Celsys or (b) includes a separate "click-on" license agreement as part of the Installation process.

1. Definition

Unless otherwise defined, capitalized terms used throughout the terms have the meanings stated below:

(1) Software
"Software" means Clip Studio computer programs including all data, images, related materials, samples and documentation and any updates, bug fixes, or modifications of the current version of the Software provided or made available to User by Celsys.

(2) Documentation
"Documentation" means all Software-related user documentations, manuals, materials and other information provided or made available by Celsys.

(3) Install/Installation
"Install" and "Installation" mean loading the Software (1) onto the temporary memory (i.e., RAM) of a computer, or (2) onto the permanent memory of a computer or media (e.g., hard disk or compact disk).

2. TITLE

Except for the licenses expressly granted herein, User is not granted any other rights, title or ownership interests in or to the Software (and any copies thereof). Celsys and/or its respective licensor(s) are and shall remain the owners of all their respective rights, title and interests in and to the Software (and any copies thereof), whether in whole or part, including all intellectual property rights therein and thereto (including without limitation, copyrights, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights). The Software and its data structure, design, organization and code are the valuable trade secrets and confidential information of Celsys. User acknowledges and agrees to protect the Software's confidentiality and act to enforce User's obligations under this Agreement. User will be granted the license to use this Software as expressly set forth herein only if User obtains the Software in authorized ways and the Software is considered the original one. The Software is licensed to User, not sold.

3. SOFTWARE TERMS OF USE

Subject to the terms of this Agreement, Celsys grants to User a limited (except as otherwise expressly set forth herein) and nonexclusive license to use a copy (or copies) of the Software solely for User's own internal use in accordance with the related Documentation and this Agreement.

4. RESTRICTIONS

4.1 User may not, and may not permit any third party to, use, copy, modify or derive the Software, or any copy, modification, derivation, or merged portion thereof, in whole or in part via any means or for any purpose whatsoever except as expressly permitted in this Agreement.

4.2 User may not, and may not permit any third party to, modify, adapt, translate, rent, lease, loan, resell for profit, decompile, reverse engineer, disassemble, attempt to derive the source code of, or create derivative works based upon, the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law and to the extent as may be permitted by the licensing terms governing use of any TPS included with the Software).

4.3 User may not, and may not permit any third party to, reverse engineer, decompile, disassemble, or otherwise reduce the Software.

4.4 User may not relicense, sublicense, rent, lease, or lend the Software for third party training, commercial time-training or service bureau use.

4.5 User may not, and may not permit any third party to, debug, bypass, circumvent or defeat any security features of, or interfere with the normal functionality and operation of the Software for any reason whatsoever.

4.6 User must protect the Software's confidentiality and act to enforce the obligations under this Agreement.

4.7 User cannot distribute or otherwise make the Software available to any third party via any means whatsoever, public or private, for any purpose, commercial or not, unless explicitly allowed by this Agreement.

4.8 User may not use the Software (e.g., including any Materials) for any unlawful purposes, including without limitation, infringing any third party intellectual property rights or proprietary rights.

4.9 User may not use any Materials of the Software as a trademark, logo, symbol, or character for the design, creation or development of any product or service.

4.10 User may not translate, rent, lease, or loan any Materials of the Software independent from the Software.

Any attempted violation of any of the foregoing is a violation of the rights of Celsys and/or its respective licensor(s). If User breaches any restriction set forth herein, User may be subject to prosecution and damages.

5. LIMITTED WARRANTY

5.1 User assumes full responsibility for their selection of the Software to achieve their intended results and for the Installation, use, and results User obtains from the Software. Celsys has no obligations to provide support, maintenance, upgrades modifications or new releases under this Agreement.

5.2 Celsys does not warrant additional information, software, and service, which will be provided to User through the Internet, in terms of their correctness, accuracy, reliability, or otherwise. Celsys will terminate such provision without a notice to User.
This Section 5 shall survive any termination of this Agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination/expiration of this Agreement.

6. TERMINATION

Celsys may terminate this Agreement at any time upon User's breach any of the provisions hereof. Upon termination, User must immediately cease all use of the Software and delete the Software from all computers on which User Installed the Software.

7. INDEMNIFICATION

User will indemnify and hold harmless, and at Celsys' request, defend Celsys and their respective affiliates, successors and assigns from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys' fees and court and other related costs) which arise out of or relate to any third party claim or threat thereof regarding or in connection with User's use of the Software, Documentation or Materials is unlawful or not otherwise permitted by this Agreement. Notwithstanding any other provision herein to the contrary, Celsys reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification hereunder.

8. CONNECTING TO THE INTERNET

8.1 The Software may connect the User's computer to the internet and access a website or communicate with a server administered by Celsys in order to check the license, supply additional information, functions or services, or check for updates without providing additional notification to the User.

8.2 In cases where the User accesses and uses a website or web service administered by Celsys using this product, the user shall comply with the Terms and Conditions of each website or service.

8.3 The Software and the websites and web services accessed through the software use Cookies to enable more convenient usability to Users, and to acquire information for the continual improvement of products and services. Cookies are information sent from a server related to the operation of the website to the User's browser, and are saved on the User's computer.The saved information does not contain any personally identifiable information such as names, telephone numbers, or addresses. Furthermore, there are no directly harmful effects on the computer.Users can adjust settings on their own browsers to prevent the receipt of cookies. However, doing so may prevent some functions from operating.

8.4 The Software and the websites and web services accessed through this product use Google Analytics, access analysis tools provided by Google Inc., in order to understand how they are being used. Google Analytics uses cookies that do not contain any personally identifiable information to collect usage logs. Collected usage logs are managed as prescribed in the Google Inc. Privacy Policy.Users can adjust settings on their own browsers to prevent the receipt of cookies. However, doing so may prevent some functions from operating. Furthermore, Users can change the Menu settings of this product to stop usage logs from being sent.

8.5 The Software and the websites and web services accessed through this product use behavioral targeting advertising (advertising method that delivers adverts that are matched with User interests based on information such as site viewing information) that utilizes programs provided by advertisement distributors. Cookies are used at this time to gather the User's site visit history information. Advertisement distributors use these Cookies to deliver advertisements based on past access information.If you wish to disable this behavioral targeting advertising, access the following advertisement distributors' opt out page or the Network Advertising Initiative opt out page to disable the use of Cookies.Settings must be reconfigured if the PC or browser is changed and Cookies are deleted.

9. THIRD PARTY ACKNOWLEDGEMENTS/LICENSES

Portions of the Software may include third party software and other copyrighted material (collectively, "TPS"). Acknowledgements, licensing terms, restrictions and disclaimers of such TPS are contained in the "About Box" of the Software, and User's use of such TPS is governed by such respective terms and not this Agreement. Any terms of this Agreement that differs from the terms of any TPS are offered by Celsys alone, and not by any other licensor.

10. COPYRIGHT & TRADEMARK NOTICE

All logos, trademarks and company and product names mentioned in the Software, the Documentation, the Materials or other documentation and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Registered and unregistered trademarks used herein are the exclusive property of their respective owners. For purposes of the laws of many jurisdiction regarding unregistered trademarks (e.g., a pending trademark application), the right in and to a trademark in the jurisdiction may not be exclusive until it is validly registered. User may not (or allow any others to) remove, modify, alter, cover or deface any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software, the Documentation, the Materials and all related documentation and materials (in any form). This Agreement does not authorize User to use Celsys' and/or its respective licensor(s)' names or respective trademarks.

11. EXPORT LAW ASSURANCES

Export of this Software and Documentation is governed by the applicable laws and regulations of export and/or import of certain countries. User will comply with all such laws and regulations.

12. MISCELLANEOUS

12.1 This Agreement shall be governed by the laws of Japan. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. User's use of the Software may be subject to other country, state, provincial, national, or international laws. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and duly signed by Celsys, as applicable.

12.2 All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association.

If User have questions concerning this Agreement or need to contact Customer Service, please contact the following addresses:

Customer Service (returns, warranty): email tech@celsys.co.jp
Legal (EULA questions, illegal activity reporting): email tech@celsys.co.jp

CELSYS,Inc.
Pacific Marks Shinjuku,
4-15-7 Nishi-shinjuku,
Shinjuku-ku, Tokyo 160-0023
Japan
https://www.celsys.co.jp/en/

Last Updated: 2018/08/30
A_20180830_02