Terms and Conditions for the Sale of Goods and Services
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH AICLO TECH LTD., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these "Terms") apply to the purchase and sale of products and services through www.aiclo.com (the "Website"). These Terms are subject to change by Aiclo Tech Ltd. (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Website. You should review these Terms before purchasing any product or services that are available through this Website. Your continued use of this Website after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Website. You should also carefully review our Privacy Policy before placing an order for products or services through this Website (see Section 7).
By using the Website, you have the right to use our properietary tools to create clothing patterns and designs (the "Designs"). You may use the Designs to manufacture clothing for personal and/or commercial usage, provided you have no right to resell the Designs to any third party without our prior written approval in each instance.
The Website may permit you to upload photographs, images, sketches, garment images, designs, or other visual content (collectively, “User-Uploaded Content”) for the purpose of using the Website’s design and visualization tools, including virtual try-on and garment pattern generation features. By uploading any User-Uploaded Content, you represent, warrant, and covenant that: (a) you own or have obtained all necessary rights, licenses, consents, and permissions (including all intellectual property rights, rights of publicity, and rights of privacy) to upload, submit, and authorize the processing of such User-Uploaded Content; (b) if your User- Uploaded Content contains or depicts the image, likeness, or other personal attributes of any identifiable individual, you have obtained such individual’s informed, written consent for the upload, transmission, and processing of their image as described herein and in our Privacy Policy (or, in the case of a minor, the consent of a parent or legal guardian); (c) the User-Uploaded Content does not infringe, misappropriate, or otherwise violate any intellectual property, proprietary, publicity, privacy, moral, or other right of any third party; and (d) the User-Uploaded Content complies with all applicable laws, rules, and regulations.
You acknowledge and agree that User-Uploaded Content may be transmitted to third-party artificial intelligence service providers (including Google (Gemini), OpenRouter and OpenAI) for processing in connection with the Website’s features, and that such third-party providers may temporarily store or cache User-Uploaded Content in accordance with their own data retention and privacy policies. The Company does not permanently store User-Uploaded Content on its own servers. The Company assumes no responsibility or liability for any User-Uploaded Content, and the Company does not endorse any User-Uploaded Content or any opinion, recommendation, or advice expressed therein.
You agree to defend, indemnify, and hold harmless the Company and its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, actions, demands, proceedings, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees and costs of litigation) arising out of or relating to: (i) any actual or alleged infringement, misappropriation, or violation of any intellectual property, proprietary, publicity, privacy, moral, or other right of any third party caused by or in connection with any User-Uploaded Content; (ii) any breach of the representations, warranties, or covenants in this section; (iii) any third-party claim that your User-Uploaded Content caused damage to a third party; or (iv) any violation of applicable law arising from your User-Uploaded Content. This indemnification obligation shall survive the termination of these Terms and your use of the Website. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with the Company in the defense of such claim.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
3. Prices and Payment Terms.
(a) All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed. When purchasing ready made patterns, we will send you a confirmation email with your receipt and you will be permitted to download the ready made pattern from your user account. We provide free and paid versions of design tools. Paid versions of design tools may be purchase on a monthly or annual subscription basis. Price increases will only apply to orders placed after such changes. Posted prices do not include applicable taxes. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) We may offer, from time to time, promotions on the Website that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(c ) Terms of payment are within our sole discretion. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order.
4. Refunds. Refunds may be issued only in limited circumstances, all of which shall be subject to these Terms, which we may update from time to time. Refunds will not be issued for any vector file download, template purchase, textile print design, or any other content on the site or subscription. Refunds will not be issued for services or products that have been downloaded and/or rendered through our Website. Without limiting the foregoing, no refunds will be issued if you change your mind after making a purchase and/or completing a download; a pattern does not meet your criteria or expectations; you do not have sufficient expertise to sew a pattern and/or work with with any vector files, textile prints, or any other material on the Website; a 3D body model looks different than your body or anyone else’s body; or a 3D design similation does not resemble an item in real life. Subscriptions may be cancelled at any time, provided no refund shall be issued for any pre-paid period. You will have access to your account for the remainder of your pre-paid period, after which your account shall revert to our free service with limited functionality.
5. Warranty and Disclaimers. We do not provide any warranties with respect to the products or services offered on our Website.
ALL PRODUCTS AND SERVICES OFFERED ON THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY USER-UPLOADED CONTENT PROCESSED THROUGH THE WEBSITE DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, OR OTHER RIGHTS OF ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL USER-UPLOADED CONTENT COMPLIES WITH APPLICABLE LAW AND DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY. THE COMPANY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO YOUR USER-UPLOADED CONTENT, INCLUDING ANY CLAIMS OF INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF THIRD-PARTY RIGHTS.
6. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY , FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR WEBSITE.
The limitation of liability set forth above shall only apply to the extent permitted by law.
7. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Website. Without limiting the generality of the foregoing, by uploading any User-Uploaded Content to the Website, you acknowledge and consent to the transmission of such content to third-party artificial intelligence service providers (currently including Google (Gemini), OpenRouter and OpenAI) for processing. The Company does not permanently store User-Uploaded Content on its own servers; however, such third-party providers may temporarily store or cache User-Uploaded Content in accordance with their own data retention and privacy policies, which are outside the Company’s direct control. For further details regarding the collection, use, and disclosure of personal data (including User-Uploaded Content containing images of identifiable individuals), please refer to our Privacy Policy.
8. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
9. Governing Law and Jurisdiction. This Website is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
10. Dispute Resolution and Binding Arbitration.
(a) YOU AND AICLO TECH LTD. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 10 . (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
(c ) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR AICLO TECH LTD. WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
11. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
12. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Aiclo Tech Ltd.
13. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
14. Notices.
(a) To You. We may provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to Omni Law P.C., 6080 Center Drive, Suite 600, Los Angeles, CA 90045, USA. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
15. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
16. Entire Agreement. These Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.