CLIP STUDIO MODELER End User License Agreement | CLIP STUDIO MODELER | CLIP STUDIO.NET

CLIP STUDIO MODELER End User License Agreement

Please read this end user license agreement ("this Agreement") carefully before Installing or using the Clip Studio Modeler and 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.
Installing the Clip Studio Modeler will concurrently Install Clip Studio.

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 Modeler and 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).

(4) Clip Studio
"Clip Studio" means the tool that Celsys provides with the aim to support creative activities. (For more details please see https://www.clip-studio.com/clip_site/apps/clipstudio)

(5) Clip Site
"Clip site" means the "CLIP STUDIO.com" website (https://www.clip-studio.com/) that Celsys manages and sponsors with the aim to support the creative activities of creators.

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 owned.

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 at no charge solely for User's own internal use in accordance with the related Documentation and this Agreement.

3.1 Materials included with the Software.
"Materials" means content, including without limitation, animations, characters, clothing, materials, meshes, props, textures, and similar files and data that are included with or otherwise used solely with the Software. Subject to the terms of this Agreement, Celsys grants to User a limited (except as otherwise expressly set forth herein) and nonexclusive license (without the right to sublicense (except as expressly set forth herein)) to reproduce, prepare derivative works based upon, distribute, publicly display, and publicly perform content User creates using the Materials solely in conjunction with the Software in accordance with the Documentation and for lawful purposes.

Notwithstanding the foregoing, nothing shall limit Celsys' right to independently create, develop, own, market, distribute, license, sublicense, import, export, sell, or otherwise exploit any content or materials similar to any derivative works based upon the Materials.

User will use any Materials licensed by a third party in accordance with all applicable license terms imposed by the original creator of such Materials.

3.2 Sample data works.
The sample data works that are created with the Software ("Samples") are the intellectual property of Celsys and/or its respective licensor(s). User cannot use the Samples without the specific prior written permission of Celsys and/or its respective licensor(s) and except to the extent expressly permitted by applicable law, including but not limited to by way of copying, modifying, relicensing, sublicensing, translating, renting, leasing, or loaning.

4. RESTRICTIONS

4.1 User may not and may not permit any third party to, transfer the Software or any part to any third party.

4.2 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.

4.3 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).

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

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

4.6 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.

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

4.8 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.

4.9 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.

4.10 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.

4.11 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. LIMITED 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 In no event will Celsys be liable to User for any damage or interference to business, or any other indirect, consequential, special, incidental or secondary damages, including loss of profits, however caused, arising from User's use of this Software.

5.3 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.

5.4 The above warranties 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 Software, Documentation, and Materials are licensed to 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. User acknowledges that the Software may not (i) satisfy all User's requirements, (ii) be free from defects, or (iii) operate without interruption or errors. In addition, due to continual development of new techniques for intruding upon and attacking networks, Celsys does not warrant that the Software will be free of vulnerability to intrusion or attack. The foregoing limited warranty is neither a service nor a support contract. No oral or written information or advice given by Celsys and their respective employees, distributors, dealers, representatives or agents 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 User's warranty rights to any extent not permitted by law.

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. Celsys reserves the right to suspend or terminate provision of this Software at its own discretion without prior notice. Upon suspension or 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. CLIP STUDIO

8.1 When Clip Studio Modeler is installed, Clip Studio is also installed, and the Agreement is applied.
License registration is done via internet. To run license authentication, an internet connection is required.

8.2 CLIP STUDIO coordinates with the CLIP site as an online service with the aim to support creative activities. In order to use Clip Studio, login with your Clip Studio ACCOUNT and password.

9. CONNECTING TO THE INTERNET

9.1 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 supply additional information, functions or services, or check for updates without providing additional notification to the User.

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

9.3 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.

9.4 The Software and the websites and web services accessed through Software 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 Software to stop usage logs from being sent.

9.5 The Software and the websites and web services accessed through Software 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.

10. 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.

11. 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.

12. 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.

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. 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.

13.2 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/

2018/08/30
A_2018083003_01

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