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Karlo is a text-conditional image generation model based on OpenAI's unCLIP architecture with the improvement over the standard super-resolution model from 64px to 256px, recovering high-frequency details only in the small number of denoising steps. We train all components from scratch on 115M image-text pairs including COYO-100M, CC3M, and CC12M. In the case of Prior and Decoder, we use ViT-L/14 provided by OpenAI’s CLIP repository. Unlike the original implementation of unCLIP, we replace the trainable transformer in the decoder into the text encoder in ViT-L/14 for efficiency. In the case of the SR module, we first train the model using the DDPM objective in 1M steps, followed by additional 234K steps to fine-tune the additional component.