VARIANT3D

Terms of Service

Effective Date: August 26, 2026

These Terms of Service (these “Terms”) are entered into between you (“Customer”) and Global Apparel Partners, Inc. d/b/a Variant3D (“Variant3D”), and govern access to and use of websites owned or operated by Variant3D (“Websites”), and Variant3D offerings provided under individual plans (the “Variant3D Platform”) (Websites, the Variant3D Platform, and any other Variant3D’s published documentation (the “Documentation”) are collectively referred to as the “Services”). If you are purchasing an Organization or Enterprise plan please refer to the Variant3D Software Services Agreement.

By indicating your acceptance of these Terms or by using the Services, you agree to be bound by these Terms. If you are accessing or using the Services on behalf of an entity (such as your employer), then you agree to these Terms on behalf of yourself and that entity, you represent that you are authorized to accept these Terms on behalf of that entity, and all references to “Customer” reference that entity. If you do not have the authority to bind such entity or do not agree with these Terms, you (and the entity) are not authorized to access or use the Variant3D Platform.

ARBITRATION NOTICE: UNLESS CUSTOMER OPTS OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE CUSTOMER FIRST AGREES TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST VARIANT3D TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

BY ENTERING INTO THESE TERMS, CUSTOMER AND VARIANT3D ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

1. Variant3D Obligations

1.1. Access to the Services. Subject to the terms and conditions of these Terms, Variant3D hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for Customer (and, where applicable, Authorized Users) to access and use the Services for Customer’s internal business or personal purposes, depending on Customer’s account type. If Customer has a free account, Customer may use the Services for business or personal purposes, but paid accounts are for business use only. “Authorized User” means employees, contractors, and other persons associated with Customer who access or use the Variant3D Platform through your account.

1.2. Data Protection. Variant3D implements and maintains physical, technical, and administrative security measures designed to protect the applications and materials that Customer (or Customer’s Authorized Users) develop on or upload to the Services (“Customer Content”) from unauthorized access, use, or disclosure.

1.3. Non-Variant3D Resources. Applications and materials that are developed or provided by a party other than Variant3D, including design files, plugins, component libraries, services, products, platforms, integrations, and code components (collectively, “Non-Variant3D Resources”) are not part of the Services.

2. Service Terms

2.1. Who may use the Services. Customer may only use the Services if Customer is of legal age to enter into these Terms according to the applicable laws and regulations in Customer’s jurisdiction.

2.2. Use Restrictions. Except as otherwise expressly authorized in these Terms, Customer will not, and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services; or (iv) use the Services in jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government or whose laws do not permit engaging in business with Variant3D or use of the Services.

2.3. Acceptable Use Policy. Customer will comply with Variant3D’s Acceptable Use Policy available in Exhibit A below.

2.4. Account Management.

(a) As part of the registration process, Customer will appoint one or more administrative users for Customer’s Variant3D account. Each administrative user has the capacity, and Customer hereby confirms they have the authority, to manage Customer’s Variant3D account, add or remove users, approve purchases, and take binding action relating to the Services and these Terms on Customer’s behalf.

(b) Each Authorized User’s account is personal to the Authorized User to which it is issued. Account credentials may not be shared or used by anyone other than the individual to whom they were provisioned. Customer will ensure Customer’s Authorized Users comply with these Terms. Customer is responsible for all activities of Customer’s Authorized Users, and any failure on the part of Customer’s Authorized Users to comply with these Terms.

(c) Customer will provide accurate and complete account information, and maintain the accuracy and completeness of that information. Customer will maintain control over Customer’s Authorized Users’ accounts, including the confidentiality of usernames and passwords. Variant3D will not be responsible for any damages, losses, or liability to Customer, Authorized Users, or anyone else where the event leading to such damages, losses, or liability arises from Customer’s failure to maintain control over its Authorized Users’ accounts.

2.5. Customer Content. Customer authorizes Variant3D and its service providers to use Customer Content for the sole purpose of providing the Services and performing activities contemplated by these Terms (such as maintaining, securing, debugging, and otherwise performing quality control for the Services).

2.6. Feedback. Customer may voluntarily provide Variant3D feedback, comments, or suggestions concerning the Services (collectively, “Feedback”). To the extent Customer provides Feedback, Customer hereby grants Variant3D the right to use such Feedback to maintain, improve, and enhance Variant3D’s products and services.

2.7. Usage Data. Variant3D will have the right to collect and analyze data and other information relating to the access, use, and performance of the Services (“Usage Data”) and Variant3D will be free (during and after the Term) to use Usage Data in de-identified and aggregated form to maintain, improve, and enhance Variant3D’s products and services. Examples of Usage Data include technical logs, metadata, telemetry data, and usage information about Customer Content, such as how many times it is accessed. For clarity, Usage Data excludes Customer Content itself.

2.8. Reservation of Rights. As between Customer and Variant3D, Customer retains all right, title, and interest in Customer Content, and Variant3D owns all right, title, and interest in the Services. Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.

3. Billing

3.1. Fees. The Variant3D Platform is offered under different pricing plans, the limits and features of which are available at https://loop.variant3d.io/home/pricing. If Customer is subscribing to a Variant3D Loop Studio plan, Customer can sign up for either a monthly or annual subscription. Customer’s seat subscription will automatically renew on a monthly or annual basis as applicable, at the then-current rate and seat quantity in Customer’s account on Customer’s renewal date. Each individual monthly or annual subscription period is referred to as a “subscription term.” Subscription fees for the applicable subscription term will be due and payable in advance in full, unless stated otherwise at the time of purchase. Seats that Customer adds or upgrades mid-subscription term on a Variant3D Loop Studio plan will default to monthly at the monthly price, but can be changed to annual. These seats will be charged starting the date of approval, prorated at a daily rate until the end of Customer’s subscription term, and added to Customer’s next invoice.

3.2. Renewals. CUSTOMER’S SUBSCRIPTIONS WILL AUTOMATICALLY RENEW ON A MONTHLY OR ANNUAL BASIS AS APPLICABLE, AT THE THEN-CURRENT RATE AND, FOR SUBSCRIPTIONS BASED ON SEAT QUANTITY, THE SEAT QUANTITY IN YOUR ACCOUNT ON YOUR RENEWAL DATE, UNLESS YOU CANCEL IT.

3.3. Cancellation. Customer may elect not to renew a subscription by giving notice of cancellation to Variant3D before the end of the current subscription term. Customer can give notice of cancellation through Customer’s Variant3D account settings within the Services. Please note that any cancellation will take effect at the end of the then-current subscription term.

3.4. Authorization for Automatically Recurring Payments. When Customer purchases a subscription to the Variant3D Platform, Customer expressly authorizes Variant3D (via Variant3D’s third-party payment processor) to charge the payment method Customer provides to Variant3D for the initial payment, subscription renewals, and any other purchases Customer makes within the Variant3D Platform (such as seat additions/upgrades or Credits). Customer represents and warrants that Customer has the legal right to use the payment method Customer provides to Variant3D. Customer is solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees Customer incurs as a result of the charges billed by Variant3D. In the event that Customer fails to pay the full amount owed, Variant3D may terminate or suspend Customer’s access to the Services, in addition to any other rights or remedies Variant3D may have. Variant3D may periodically authorize Customer’s payment method in anticipation of applicable fees or related charges.

3.5. Billing Credits & Refunds. Unless otherwise specified in these Terms, fees paid are non-refundable and quantities purchased cannot be decreased during the relevant subscription term. Any billing-related credits provided by Variant3D expire after 1 year, unless otherwise specified by Variant3D at the time of issuance.

3.6. Changes to Pricing. Variant3D reserves the right to change its fees at any time. Changes to pricing that apply to an existing recurring subscription will take effect at the next order or renewal unless either party elects to not renew or Variant3D specifies otherwise. If Variant3D specifies that modifications will become effective during a then-current subscription term and Customer objects, Customer may terminate the remainder of the then-current subscription term for the affected Variant3D offering as its exclusive remedy. To exercise this right, Customer must notify Variant3D of its termination under this Section 3.6 within 30 days of the modification notice, and Variant3D will refund any pre-paid fees for the terminated unused portion of the applicable subscription term. Notice of pricing changes may be provided via email or through the Variant3D Platform.

3.7. Taxes. Fees do not include taxes. Each party is responsible for the payment of all taxes (including any interest and penalties) in connection with these Terms that are imposed on that party by law. For Customer, such taxes may include sales/use, gross receipts, value-added, GST, personal property, excise, consumption, and other similar taxes or duties. Each party will be responsible for its own income taxes, employment taxes, and real property taxes.

3.8. Withholding. All payments made by Customer to Variant3D under these Terms will exclude any deduction or withholding. If any such deduction or withholding (including cross-border withholding taxes) is required by law, Customer will pay such additional amounts as are necessary so that the net amount received by Variant3D after such deduction or withholding will be equal to the full amount that Variant3D would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.

4. Confidentiality.

4.1. Confidential Information. Each party (as “Discloser”) has disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to the other party (as “Recipient”). Variant3D’s Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.

4.2. Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of exercising its rights and performing its obligations under these Terms. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure.

5. Warranties and Disclaimers.

5.1. Mutual Warranties. Each party represents and warrants to the other that: (a) the performance of these Terms by the executing party does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or require authorization or approval from any third party; and (b) it will perform its rights and obligations under these Terms in accordance with applicable law.

5.2. Variant3D Warranties. Variant3D represents and warrants to Customer during the applicable subscription term that: (a) Variant3D will provide access to the Variant3D Platform and any applicable support services in substantive conformity with the Documentation; and (b) Variant3D will employ applicable industry standard measures to protect the Variant3D Platform, in the form provided to Customer by Variant3D, against software viruses, Trojan horses, worms, or other similar malicious programs or code.

5.3. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, THE PARTIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THESE TERMS. VARIANT3D EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NON-VARIANT3D RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT VARIANT3D.  AND ANY USE OF NON-VARIANT3D RESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER. VARIANT3D DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, NON-VARIANT3D RESOURCES.

6. Indemnity.

6.1 Customer will indemnify, hold harmless, and, at Variant3D’s option, defend, Variant3D from any third party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal fees, arising out of or related to (a) Customer Content; or (b) Customer’s violation of these Terms.

7. Limitations of Liability.

7.1. LIMITATION OF INDIRECT LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL VARIANT3D,  ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, ITS “PARTY REPRESENTATIVES”), BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EVEN IF VARIANT3D OR ITS PARTY REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. LIMITATION ON AMOUNT OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR ANY OTHER THEORY OF LIABILITY), WILL THE TOTAL LIABILITY OF VARIANT3D,  ITS AFFILIATES, AND ITS OR THEIR PARTY REPRESENTATIVES FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EXCEED, THE GREATER OF: (a) $100; OR (b) THE SUBSCRIPTION FEES PAID BY CUSTOMER TO VARIANT3D IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. NOTHING IN THESE TERMS EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (i) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) WILFUL MISCONDUCT OR GROSS NEGLIGENCE; (iv) ITS INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (v) CUSTOMER’S OBLIGATION TO PAY FEES; OR (vi) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7.3. IN GENERAL. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS RELATING TO THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VARIANT3D AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

8. Term and Termination.

8.1. Term. These Terms will take effect the first time you access the Services and will continue in full force and effect until: (a) if Customer is a paid subscriber to the Variant3D Platform, the termination, discontinuation, or cancellation of Customer’s subscription; or (b) if Customer is using a free Variant3D Platform offering, when Customer’s account is deleted or terminated. For Services visitors who do not have an account with Variant3D, these Terms apply to any period of time you are accessing or using the applicable Services.

8.2. Termination.

(a) Variant3D may terminate Customer’s access to and use of the Services, at Variant3D’s sole discretion. Where Customer is on a paid subscription, Variant3D will give Customer at least 30 days’ prior notice, except where immediate action is required by Customer’s breach of these Terms, by applicable law, or to protect the security or integrity of the Services. If Variant3D cancels Customer’s subscription and the termination is not due to Customer’s breach of these Terms, Variant3D will provide to Customer a pro rata refund of pre-paid unused fees unless, in our reasonable discretion, Variant3D is not legally permitted to do so (in which case any refund rights are null and void).

(b) Upon any termination, discontinuation, or cancellation of Services or your Variant3D account, the following provisions of these Terms will survive: Service Terms, Billing (to the extent you owe any fees at the time of termination, discontinuation, or cancellation, including fees incurred prior to termination that haven’t been billed yet); Confidentiality; provisions related to Usage Data, Customer Content, and Feedback; Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 9. Upon any termination, to the extent permitted by applicable law, Variant3D will make all Customer Content then held by Variant3D available to you for electronic retrieval for a period of 30 days, but thereafter Variant3D may delete any stored Customer Content. Notwithstanding the foregoing, upon termination of these Terms for breach of Section 9.12 (Export Control), Customer’s licence and right to access the Variant3D Platform terminate immediately and Variant3D may quarantine, delete, or remove Customer Content, and immediately suspend your use of and access to the Variant3D Platform.

9. Miscellaneous.

9.1. Changes to these Terms. Variant3D may modify these Terms (and any policies or agreements referenced in these Terms) at any time. Variant3D will post the most current version of these Terms at https://loop.variant3d.io/legal/terms. Variant3D will endeavor to provide Customer with reasonable advance notice of any change to the Terms that, in our sole determination, materially affects Customer’s rights or Customer’s use of the Services. Variant3D may provide Customer this notice through the Variant3D Platform, on Variant3D’s website, and/or by email to the email address associated with Customer’s account. By continuing to use the Services after any revised Terms become effective, Customer agrees to be bound by the new Terms.

9.2. Changes to the Services. Variant3D may, in its sole discretion, add, change, or remove features or functionality of the Services; modify or introduce limitations to storage or other features; or discontinue the Services altogether at any time without notice. If Customer is on a paid subscription and Variant3D discontinues the Services Customer is using during Customer’s subscription, Variant3D will (a) migrate or make available to Customer a substantially similar service provided by Variant3D (if commercially reasonable for Variant3D to do so), or (b) if not, then Variant3D will provide Customer a pro-rata refund of fees prepaid for the remaining period of Customer’s subscription.

9.3. Product-Specific Terms. Certain Variant3D offerings are subject to Product-Specific Terms (such as downloadable applications, optional beta features, free trials, and APIs). Product-Specific Terms are hereby incorporated into these Terms by reference as if set forth herein and apply if Customer (including any Authorized User) elect to use such offerings.

9.4. Force Majeure. Variant3D will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance. If Variant3D believes, in good faith, that it is legally prohibited from providing Customer or Customer’s Authorized Users with the Services, Variant3D may freeze Customer’s account and/or cancel Customer’s subscription at Variant3D’s sole discretion.

9.5. Notices. Any notices or other communications provided by Variant3D under these Terms, including those regarding modifications to these Terms, will be given by Variant3D through the Variant3D Platform, on Variant3D’s website, and/or by email to the email address associated with Customer’s account.

9.6. Severability. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

9.7. Assignment. These Terms (and your access to any of the Services) are not assignable or transferable by Customer without Variant3D’s prior written consent. Any purported assignment in violation of this section is null and void.

9.8. Service Providers. For the avoidance of doubt, Variant3D may engage third party service providers to support its performance of these Terms. Nevertheless, Variant3D will remain responsible for compliance with these Terms.

9.9. No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

9.10. Governing Law. These Terms and all claims arising out of or relating to the Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions, except that the Federal Arbitration Act governs provisions relating to arbitration. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

9.11. Dispute Resolution

Customer and Variant3D both agree to resolve disputes arising out of or relating to these Terms, Customer’s use or contemplated use of the Services, or any aspect of Customer’s relationship or transactions with Variant3D (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights. For purposes of Section 9.11, a Claim includes disputes arising before the effective date of these Terms. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether these Terms are applicable, unconscionable, or enforceable, as well as any defense to arbitration.

What is arbitration?

Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court.

Can a Claim be part of a class action or similar proceeding?

NO. CUSTOMER AGREES TO RESOLVE CUSTOMER’S CLAIMS WITH VARIANT3D SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. VARIANT3D AGREES TO DO THE SAME, WHETHER OR NOT CUSTOMER OPTS OUT OF ARBITRATION. ACCORDINGLY, UNLESS CUSTOMER OPTS OUT OF ARBITRATION, CUSTOMER AND VARIANT3D BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

How do I start an arbitration proceeding?

We want to address Claims without arbitrating, if possible. Before initiating arbitration, Customer and Variant3D agree to first notify one another of a Claim in writing at least 60 days before a demand can be filed in arbitration. If Customer has a Claim against Variant3D, Customer agrees to send an individualized letter containing: (a) Customer’s name, mailing address, and email address; (b) the name, mailing address, and email address of Customer’s counsel, if any; (c) a description of the Claim; and (d) Customer’s signature (“Pre-Arbitration Letter”) to legal@variant3d.io, 327 S Latigo Canyon, Malibu, CA 90265. If Variant3D requests arbitration against Customer then Variant3D will give Customer notice at the email address or street address Customer provided. A Pre-Arbitration Letter sent on behalf of multiple individuals is invalid as to all. If the Claim is not resolved within 60 days from either Customer’s or Variant3D’s receipt of the Pre-Arbitration Letter, a formal arbitration can be brought.

What rules apply in the arbitration?

The arbitration will be conducted by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. Fees and costs will be allocated in accordance with the applicable NAM rules, unless the arbitrator finds a Claim frivolous, in which case the party bringing the Claim is responsible for reimbursing the other party for its administrative, hearing, and/or other fees incurred as a result of the frivolous Claim. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.

The arbitration may be conducted in writing, remotely (e.g., by videoconference), in San Francisco, California, United States, or at some other location that Customer and Variant3D both agree to.

INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION

If Customer doesn’t want to agree to arbitrate Customer’s Claims as explained above, then Customer can opt-out of this arbitration agreement by notifying Variant3D of Customer’s decision in writing at legal@variant3d.io, 327 S Latigo Canyon, Malibu, CA 90265. Customer’s notice must include Customer’s name, mailing address, email address, and an unequivocal statement that Customer is opting out of this arbitration agreement. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of another party. Customer must opt-out within 30 days of the date you first agree to these Terms or any updated Terms.

DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION

The sole jurisdiction and venue for any Claims that are not handled by arbitration will be the state and U.S. federal courts located in Los Angeles, California, and both parties consent to the jurisdiction of such courts.

9.12. Export Control. The Variant3D Platform and Customer’s use thereof is subject to export control and economic sanctions laws and regulations (collectively, “Export Controls”), including the U.S. Export Administration Regulations, the laws, statutes, regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”). Variant3D and Customer each represents that it is not on (or owned or controlled by any person identified on) the OFAC Specially Designated Nationals and Blocked Persons List or any other list of prohibited or restricted parties promulgated under Export Controls. Customer must comply with all applicable Export Controls in Customer’s access to and use of the Variant3D Platform and Customer Content. Customer will not access or use the Variant3D Platform, export, re-export, distribute, assign, or otherwise engage in any transaction relating to the Variant3D Platform or any Customer Content in violation of Export Controls. For the avoidance of doubt, Variant3D may take measures required by law or governmental authority to comply with its obligations under Export Controls and OFAC (such as suspending access to the Variant3D Platform, terminating this Agreement, or blocking the relevant Customer Content).

9.13. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

9.14. Government Use. This Section 9.14 only applies if Customer is a government or public sector entity. Customer represents and warrants to Variant3D that Customer is entering into these Terms in compliance with any applicable public procurement laws and regulations. If Customer is a U.S. government or U.S. public sector entity (or use of the Variant3D Platform is for the U.S. government), the Variant3D Platform and Documentation are “commercial products” (as defined at 48 C.F.R. §2.101), consisting of “commercial computer software” and “commercial computer software documentation” (as used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable). In accordance with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software and commercial computer software documentation associated with the Variant3D Platform will be as provided in these Terms. If a U.S. Government agency or end user has a need for rights not conveyed under these Terms, it must negotiate with Variant3D to determine if there are acceptable terms for transferring such rights, and a mutually acceptable addendum to these Terms will be required in any applicable contract or agreement. Sections 9.10 (Governing Law), 9.11 (Dispute Resolution) and 6 (Indemnity) of these Terms, any auto-renewal terms, and any other terms inconsistent with applicable law are hereby waived to the extent necessary to conform to applicable law.

9.15. Patent Assertion Entities. If Customer is a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, Customer will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Variant3D or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity,’ is (a) any entity that derives or seeks to derive a significant portion of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a).

9.16. Trademark Guidelines. Variant3D’s Trademark Guidelines apply to any use of words, logos, graphics, designs, and other indicators that identify Variant3D as the source of a product or service (“Variant3D’s Marks”).

9.17. Interpretation. Whenever the words “including,” “include,” “includes” or "such as" are used in these Terms, they will be deemed to be followed by the phrase “without limitation.”

9.18. Entire Agreement. Except for the Variant3D Software Services Agreement, where Customer has entered into one, these Terms supersede all other agreements between the parties relating to their subject matter. In the event of any conflict among the Variant3D Software Services Agreement, any online orders, any Product-Specific Terms, and these Terms, the order of precedence will be: (a) the Variant3D Software Services Agreement; (b) the Product-Specific Terms; (c) these Terms; and (d) the orders (from newest to oldest) unless such order expressly overrides the foregoing terms. The parties agree that any terms and conditions stated in a customer purchase order or other customer ordering documentation (including any vendor management portal) are void.

Exhibit A – Acceptable Use Policy

Last Updated: August 26, 2026

This Acceptable Use Policy applies to your use of anything that Variant3D makes available, including Variant3D’s SaaS platform, websites, and APIs (collectively, the “Services”). This policy outlines the standards of conduct we require on the Services and is designed to protect the integrity of the Services and other users. This policy may change as Variant3D grows and evolves, so please check back regularly for updates and changes.

1. Compliance with Laws and Regulations.

You are responsible for using the Service in compliance with all applicable laws and regulations and Variant3D’s documentation or help pages.

2. Conduct Restrictions.

While using the Services, you may not:

a. damage, disable, override, interfere with, or circumvent any aspect of the Services (including any safety, integrity, or privacy filters, instructions, controls, safeguards, or other mechanisms offered by, as part of, or with the Services);

b. interfere with the Services operation (e.g., by exceeding or trying to exceed load specifications) or anyone else’s use of the Services;

c. test, penetrate, or scan the Services for security vulnerabilities or limitations;

d. impersonate anyone or misrepresent your connection with any person or entity;

e. use the Services to compete with Variant3D, or copy any ideas, features, functions, or graphics of the Services;

f. distribute any unwanted communication (e.g., using the Services to send spam);

g. use the Services for activities where use or failure of the Services could lead to death, bodily injury, damage to personal property, or environmental damage;

h. access or use the Services in a manner intended to avoid incurring fees owed (e.g. by repeatedly transferring a seat to and from the same user(s) to avoid paying for the appropriate number of seats needed, or by sharing account credentials – each user account is personal to the user to which it is issued);

i. act in bad faith;

j. scrape, data mine, or except as explicitly permitted by Variant3D, access Variant3D or Variant3D content (including third party content made available through Variant3D) programmatically;

k. use a third party’s content without their permission (e.g., use stolen content);

l. deceive or mislead any person, including by indication, that any AI output was solely human generated or modify, tamper with, remove, obscure, or otherwise alter any metadata, digital signatures, or watermarks that identify AI output as generated using a generative artificial intelligence model;

m. use the Services in a way that causes, or is intended to cause, bias, harm, or discrimination against an individual or to make solely automated decisions about individuals which could have a legal or similarly significant effect;

n. modify, or use anything that modifies, Variant3D’s code or code execution; or

o. use the Services in a manner that is intended to avoid applicable international sanctions with respect to an individual or organization.

3. Content Restrictions

You may not upload or publish to the Services, or use the Services to distribute, create, collect, or publish anything that:

a. is fraudulent, false, misleading, or deceptive;

b. is defamatory, obscene, pornographic, vulgar, or offensive;

c. promotes, or is intended to promote, discrimination, bigotry, racism, hatred, harassment, bullying, or harm against any individual or group;

d. is violent or threatening or promotes violence or actions that are threatening to any person or entity;

e. promotes illegal or harmful activities, goods, or substances, including but not limited to counterfeits, drug use, terrorism or human trafficking;

f. is malicious or destructive, such as software viruses, worms, trojan horses, spyware, dishonest adware, scareware, crimeware, or any other malicious or destructive software of programs;

g. is illegal or solicits conduct that is illegal under laws applicable to you or Variant3D;

h. violates the rights of others, including data privacy, confidentiality, and/or intellectual property rights (e.g., upload or publish stolen content);

i. is or includes sensitive information subject to regulation or protection under applicable laws, including but not limited to Special Category Data as defined under the General Data Protection Regulation (GDPR) (for example, data relating to race, religion, politics, health, genetics, biometrics, or sexual orientation);

j. is or includes patient, medical, or other personal health information (including but not limited to protected health information under HIPAA);

k. is or includes financial information, including but not limited to credit and debit card information;

l. is or includes social security numbers or other government identifiers (for example IDs or passports);

m. is or includes protected data about minors (such as data protected by the Children’s Online Privacy Protection Act); or

n. is or includes any government related information that requires specific handling requirements and/or additional or tailored security controls beyond those provided by the Federal Risk and Authorization Management Program (FedRAMP) authorization level of the Variant3D Platform.

If you violate this policy or encourage, allow or assist others to do anything to violate this policy, we will take any action we consider necessary to protect Variant3D, our users, and third parties. This may include quarantining or deleting data stored on the Services, removing any of your content, or suspending your use or access to the Services. Please note that violation of this policy may result in termination in accordance with our termination rights in our agreement with you. You will not be entitled to any credit or other compensation for any interruption of the Services caused by your violation of this policy.

4. Copyright and IP

Variant3D respects copyright law and expects its users to do the same.

Copyright & Intellectual Property Policy

Effective Date

August 26, 2026

Notification of Copyright Infringement:

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Variant3D will respond expeditiously to claims of copyright infringement committed using the Variant3D website (the “Site”) that are reported to Variant3D’s Designated Copyright Agent, identified in the sample notice below.

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to Variant3D’s Designated Copyright Agent. Upon receipt of the Notice as described below, Variant3D will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site.

Counter-Notification:

If you believe that material of yours was removed or disabled by mistake or misidentification, you may send a counter-notification to Variant3D’s Designated Copyright Agent at the address below, containing: (a) your full legal name, mailing address, telephone number and email address; (b) identification of the material that was removed or disabled and the location at which it appeared before removal; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (d) a statement that you consent to the jurisdiction of the U.S. federal district court for the judicial district in which your address is located (or, if your address is outside the United States, the Central District of California) and that you will accept service of process from the person who provided the original notice; and (e) your electronic or physical signature.

On receipt of a valid counter-notification, Variant3D will promptly provide a copy to the person who submitted the original notice and will inform that person that the material will be restored in 10 to 14 business days. Variant3D will restore the material within that period unless the original complainant notifies Variant3D that it has filed an action seeking a court order to restrain the allegedly infringing activity.

DMCA Notice of Alleged Infringement (“Notice”)

  1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  2. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
  3. Provide your mailing address, telephone number, and, if available, email address.
  4. Include both of the following statements in the body of the Notice:
  1. Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to Variant3D’s Designated Copyright Agent:

Copyright Agent c/o Global Apparel Partners, Inc. d/b/a Variant3D

327 S Latigo Canyon

Malibu, CA 90265

legal@variant3d.io

Notification of Trademark Infringement:

If you believe that your trademark (the “Mark”) is being used on the Site by a user in a way that constitutes trademark infringement, please provide Variant3D’s Designated Copyright Agent (specified above) with the following information:

  1. Your full legal name and your electronic or physical signature.
  2. Information reasonably sufficient to permit Variant3D to contact you or your authorized agent, including a name, mailing address, telephone number and, if available, an email address.
  3. Identification of the Mark(s) alleged to have been infringed, including (i) for registered Marks, a copy of each relevant federal trademark registration certificate or (ii) for common law or other Marks, evidence sufficient to establish your claimed rights in the Mark, including the nature of your use of the Mark, and the time period and geographic area in which the Mark has been used by you.
  4. Information reasonably sufficient to permit Variant3D to identify the use being challenged.
  5. Include both of the following statements in the body of the Notice:

Upon receipt of notice as described above, Variant3D will seek to confirm the existence of the Mark on the Site, notify the registered user who posted the content including the Mark, and take whatever action, in its sole discretion, it deems appropriate, including temporary or permanent removal of the Mark from the Site.

Notification of Other Intellectual Property (“IP”) Infringement:

If you believe that some other IP right of yours is being infringed by a user, please provide Variant3D’s Designated Copyright Agent (specified above) with the following information:

  1. Your full legal name and your electronic or physical signature.
  2. Information reasonably sufficient to permit Variant3D to contact you or your authorized agent, including a name, mailing address, telephone number and, if available, an email address.
  3. Identification of the IP alleged to have been infringed, including (i) a complete description or explanation of the nature of the IP, (ii) evidence that you own the IP in the relevant jurisdiction, including copies of relevant patents, registrations, certifications or other documentary evidence of your ownership, and (iii) a showing sufficient for Variant3D to determine without unreasonable effort that the IP has been infringed.
  4. Information reasonably sufficient to permit Variant3D to identify the use being challenged.
  5. Include both of the following statements in the body of the Notice:

Upon receipt of notice as described above, Variant3D will seek to confirm the existence of the IP on the Site, notify the user who posted the content including the IP, and take whatever action, in its sole discretion, it deems appropriate, including temporary or permanent removal of the IP from the Site.

Abuse

It is Variant3D’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe, or who are the subject of repeated and substantiated notices of infringement of the copyrights or other intellectual property rights of others, or who provide Variant3D with improper or false notices.

Questions?

Please contact us at legal@variant3d.io if you have any questions about our Copyright & Intellectual Property Policy.

Any translation of this policy is provided for informational purposes only. The English language version of this policy prevails over versions in other languages.