Terms & Conditions

University of Fashion® Terms and Conditions of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY USING OR ACCESSING THIS SITE, YOU ACKNOWLEDGE YOU HAVE READ THESE TERMS OF USE AND YOU ACCEPT AND AGREE TO THE COVENANTS AND CONDITIONS CONTAINED IN HEREIN.  IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS THIS SITE. PLEASE SEE “TERMINOLOGY” AT THE END OF THIS LICENSE FOR TERMS USED HEREIN.

     1COPYRIGHT NOTICE.  Copyright 2008-2016, University of Fashion®, Inc. All Rights Reserved.

  1. TRADEMARK NOTICES.  The trademarks, logos, service marks (collectively “Trademarks”) displayed on this Site are registered and unregistered Trademarks of University of Fashion, Inc, its Affiliates or respective owners. “University of Fashion”, “U of F”, “Online Fashion Design Video Library” “OFDVL” and “Master Design Once Step At a Time”, “Fashion How-to Videos” are trademarks and/or service marks of University of Fashion. For more information, see “Use of University of Fashion® Trademarks and Copyrights” by clicking the “Terms f Use” link on the bottom of the University of Fashion Home page. .The Home page is the first page one sees after typing and entering the U of F URL (www.universityoffashion.com) into an internet web browser. Nothing contained on this Site should be construed as granting by implication, estoppel or otherwise, any license or right to use the Trademarks displayed on this Site.  Misuse of any Trademark or any content displayed on this Site is prohibited.

  1. LIMITED LICENSE GRANT AND OWNERSHIP BY UNIVERSITY OF FASHION

Except as expressly provided in these Terms and Conditions of Use, and the applicable licenses for the content in the Online Fashion Design Video Library™ (or OFDVL™), no part of the Site and no Content may be copied, filmed, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without U of F’s express prior written consent.

LIMITED LICENSE. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, University of Fashion grants you, as an individual not numbering more than 1 person, a non-exclusive, non-transferable, limited license to view the Content in this Site without alterations, for personal, non-commercial use only.  Use of the University of Fashion OFDVL contains additional terms and conditions that you must agree to before you may access the U of F Videos, Transcripts and Lesson Guides. This limited license does not apply to any media or platform other than that of the current Site. This limited license only applies to you and you may only access the U of F Site if you have either paid for a U of F Individual Subscription yourself or, if you are a member of a GROUP, a member of your GROUP’s leadership has executed a separate Group Content Agreement with U of F. Any other use of the U of F Site is prohibited.

Ownership. All Content on the Site is (and shall continue to be) licensed and not sold, owned exclusively by University of Fashion or Other Providers, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights., The copying, redistribution, use  or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your Site Use.

  1. RESTRICTIONS ON USE

  1.  Prohibited Acts. Concerning your Site Use or any Content, you expressly warrant and represent you will not engage in, either personally or through an agent, any of the following acts (collectively and individually, “Prohibited Conduct”):
  • Transmit, install, upload or otherwise transfer any virus, advertisement, communication, and/or other item or process to the Site that in any way affects the use, enjoyment or service of the Site, or adversely affects University of Fashion or universityoffashion.com’s business, computers, servers or databases.
  • Allow anyone to access and/or to copy or attempt to copy any Site content.
  • Capture, download, film, save, upload, print and/or otherwise retain information and content available on the Site other than what is expressly allowed by University of Fashion.
  • Permit or provide others Access to the Site using Your user name, email address and/or password or the name, email and/or password of another authorized licensed School user or any other method that enables non-licensees Access to the Site.
  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the videos, software, information, text, graphics, source code and/or HTML code, or other content available on the Site.
  • Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.
  • Transfer the Site content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to the Site content; or “deep link” to the Site content.
  • Violate or attempt to violate universityoffashion.com security mechanisms, Access any data or server to which You are not authorized to Access and/or otherwise breach the security of the Site and/or corrupt the Site in any way.
  • Engage in any other conduct which violates the Copyright Act or other laws of the United States.
  • Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other licensees of the Site, the Site or U of F, except for online search facilitation through services such as Google™.
  • Use the Site to violate U of F’s and/or any third party’s reputation, intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of U of F’s or a third party’s intellectual property rights.
  • Misrepresent Your identity or personal information when Accessing the Site; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by University of Fashion or universityoffashion.com.
  • Post or transmit obscene, harassing, defamatory, libelous, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to criminal or civil liability.
  • Post or transmit into or on the Site any Information or software that contains a virus, bug, worm, Trojan Horse or other harmful or disruptive element;
  • Post or transmit into or on the Site any Information in violation of another party’s copyright or intellectual property rights, including Information that infringes on another’s rights;
  • Post or transmit into or on the Site any Information in violation of another party’s copyright or intellectual property rights, including Information that infringes on another’s rights
  • Take any action which imposes an unreasonable or disproportionately large load on University of Fashion’ infrastructure, as determined solely by University of Fashion;
  • Redeliver any of the Content using “framing”, hyperlinks, or other technology without University of Fashion’s express written permission; or,
  • Advertise or otherwise solicit funds, goods or services on the Site, unless formally agreed to by a current contract, signed by a U of F Officer.
  • Provide any commercial hosting service with Access to the Site and/or to the content on the Site.
  • Use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.
  • Use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.

  1. Commercial Exploitation. You agree not to reproduce or commercially exploit any Content in any form, other than as expressly licensed to you.
  2. Right to Regulate. You acknowledge that University of Fashion has the right, but no obligation, to monitor the Site and to disclose any Information necessary to operate the Site, to protect University of Fashion, its subsidiaries, licensors, and customers, and to comply with legal obligations or governmental requests. University of Fashion reserves the right to refuse to post or to remove any Information on the Site, in whole or in part, for any reason.
  3. Legal Compliance. You agree to comply with all governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding your Site Use.
  4. Other.
  • Password-Protected Areas. If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential and to send Notice to University of Fashion within 24 hours after your password is compromised.
  • Unauthorized Email. Relating to your Site Use, you agree not to engage in the sending of any mass email messages (also known as “spamming”) to University of Fashion, its customers, its advertisers or its employees.
  • Linked-Sites. You acknowledge that University of Fashion neither endorses nor is affiliated with any Linked-Site and is not responsible for any information (including any materials, software, content, or data) that appears on the Linked-Site. No information in any Linked-Site has been investigated, confirmed, approved, or verified by University of Fashion. You also acknowledge that the owner of the Linked-Site neither endorses nor is affiliated with University of Fashion. If you have a dispute or claim relating to a Linked-Site, you release University of Fashion from any and all such claims.
  • Dated Materials. You acknowledge that University of Fashion has no obligation to update the Site, and that there is a possibility that Content may be out of date.
  • External Issues. You acknowledge that (i) the internet is a network of computers worldwide, and that any Information submitted by you to University of Fashion necessarily is routed via third party computers to University of Fashion, (ii) University of Fashion is not responsible for lapses in online security and does not assume liability for improper use of your Information by a third party.

  1. SUBMISSIONS OF INFORMATION BY YOU. When applicable, before submitting any Information to this Site, you agree to always check your license agreements (including software licenses) to make sure that you do not infringe the intellectual property rights of others.

You agree that, by submitting any Information to University of Fashion, you grant University of Fashion a nonexclusive, worldwide, irrevocable, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, reproduce, sublicense or otherwise distribute, adapt, perform, display, sublicense (through multiple tiers), exploit, and prepare derivative works of the submitted Information. By submitting Information to University of Fashion, you represent and warrant that you have the authority to grant such rights to University of Fashion.

No Information you submit shall be deemed confidential. However, University of Fashion agrees to use your Information in accordance with its Privacy Policy as it applies to your personally identifiable user data. To read the U of F Privacy Policy, click “Privacy Policy” on the bottom of the U of F Home page on the website. I

TO THE EXTENT YOU OWN ANY COPYRIGHTS OF OTHER INTELLECTUAL PROPERTY, YOU RETAIN OWNERSHIP OF THOSE COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO UNIVERSITY OF FASHION, SUBJECT TO THE LICENSE CREATED IN THIS SECTION 5, UNLESS THIS OWNERSHIP HAS BEEN ASSIGNED TO U OF F BY YOU IN WRITING).

  1. APPLICABILITY, MODIFICATIONS & INDEMNITY
  • Geographic Scope. University of Fashion reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law.
  • Content changes. University of Fashion in its sole discretion may add, delete or change the Content at any time, without notice to you. You agree to review terms and conditions periodically to be aware of modifications to it, which university of fashion may make at any time in its sole discretion. Your continued use of the site will be deemed your conclusive acceptance of any modified Terms and Conditions of Use. You agree to indemnify, defend and hold harmless University of Fashion and Other Providers against any and all liabilities, claims, damages, costs or other expenses (including attorneys’ fees, costs, expenses, and expert witness fees) that arise directly or indirectly out of or from (i) your breach of this Agreement, or (ii) your Site Use.

  1. RESTRICTED RIGHTS & EXPORT CONTROLS
  • Government Use. The software and documentation available on the Site are “commercial items,” as that term is defined in 48 C.F.R. 2.101 (October 1995), consisting of “commercial computer software” and related documentation, as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. government end users acquire the software and documentation with only those rights set forth herein.
  • Export Compliance. You acknowledge and agree to comply with all U.S. laws, regulations and requirements applicable to the export of U.S. origin products and technology.

  1. DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY.

DISCLAIMER OF WARRANTY. UNIVERSITY OF FASHION AND OTHER CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREIN. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO YOU BY UNIVERSITY OF FASHION AND ALL OTHER CONTENT PROVIDERS “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. YOU HEREBY WAIVE ALL WARRANTIES BY UNIVERSITY OF FASHION AND OTHER CONTENT PROVIDERS RELATING TO YOUR SITE USE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR SITE USE AND SITE-RELATED SERVICES.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL UNIVERSITY OF FASHION OR ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION   APPLY TO THE FULL EXTENT THEY ARE NOT PROHIBITED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION  , UNIVERSITY OF FASHION AND ANY THIRD-PARTY CONTENT PROVIDERS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (INCLUDING CONSUMER LAWS) WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, THE EXCLUSIONS OR LIMITATIONS IN THIS AGREEMENT THAT DIRECTLY CONFLICT WITH SUCH LAWS MAY NOT APPLY TO YOU.

  1. CONTACTING UNIVERSITY OF FASHION Should you desire to contact University of Fashion, you may do so by clicking the “Contact” link on the top of the U of F Home page, fully filling out the required form and clicking the “Send” button.

  1. MISCELLANEOUS
  • Transaction Location, Governing Law, Jurisdiction, and Venue. This Agreement shall be treated as though it were executed and performed in Santa Clara county, California, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of California (exclusive of conflicts of law rules). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts in the County of Santa Clara in the State of California, consents to the extra-territorial service of process, and waives any jurisdictional, venue or inconvenient forum objections to such courts. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Santa Clara County, California. University of Fashion makes no representation that the Content is appropriate or available for use in locations outside the United States of America, and your accessing the Content from locations where such Content is illegal is strictly prohibited. Disputes, Language and Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party will be entitled to its costs, attorneys’ fees, and expenses (including expert witness fees). You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to University of Fashion or Other Providers and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, University of Fashion and Other Providers will be entitled to injunctive relief for potential or actual breach of this Agreement.  This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement and any dispute resolution (including, but not limited to, any court proceeding shall be in the English language only.
  • In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  • Complete Integration. This Agreement as may be modified, constitutes the entire and only agreement between you and University of Fashion pertaining to the subject matter hereof, and is intended to be a complete and absolute integration of the agreement between the parties. Concerning the subject matter hereof, any and all prior written agreements, representations, understandings, and warranties (collectively, “Understandings”), and all contemporaneous or prior oral Understandings between the parties are expressly superseded, cancelled, and replaced by this Agreement. You agree to review this Agreement prior to any Site Use, and each Site Use by you shall constitute and be deemed your unconditional acceptance of this Agreement. The Parties agree that this Agreement and all Information relating to your Site Use are properly authenticated documents and may be given full evidentiary weight if submitted in evidence by you or University of Fashion.
  • The Agreement may only be modified by University of Fashion by its posting a Revised Agreement on the Site. The Revised Agreement shall be effective immediately for all of your subsequent Site Use. You agree to review the U of F Terms and Conditions of Use Agreement periodically to be aware of the terms and conditions applicable to future Site Use. University of Fashion will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. University of Fashion’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by University of Fashion of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between University of Fashion and you or any other party be deemed to modify any provision of these Terms of Use.
  • Limitations Period. Any cause of action by you must be instituted within one (1) year after the Site Use relating to such cause of action, or be forever waived and barred.
  • The Terms of Use may be terminated by a party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all Site Use and, upon request by University of Fashion, to return all Information in your possession relating to the Site, and all copies thereof.
  • Survival of Certain Provisions. The sections titled, “Trademark Notices”, “License Grant and Exclusive Ownership by University of Fashion” (excluding the “Limited License” grant), “Restrictions on Use”, “Submission of Information By You”, Indemnity paragraph of “Applicability, Cooperation & Indemnity”, “Disclaimer of Warranty and Limitation of Liability”, “Miscellaneous” and Terminology shall survive the expiration or termination of this Agreement. No expiration or termination of this Agreement shall release you from any obligation to pay University of Fashion any amount that has accrued and become payable at or prior to the date of expiration or termination.
  • Assignment; Transfer. You shall not assign or transfer any interest in this Agreement, whether by merger, consolidation, operation of law, or otherwise without the prior written consent of an authorized executive officer of University of Fashion.
  • No delay or omission to exercise any right or remedy accruing to University of Fashion upon any breach or default by you shall impair that right or remedy, or be construed to be a waiver of any breach or default, unless contained in an express writing executed by an authorized officer of University of Fashion.
  • All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
  • No Agency. You and University of Fashion are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
  • If this Agreement conflicts with a provision of any other contract between you and University of Fashion relating to the Site, the provision in such other Agreement shall govern.

 

  1. Terminology

The following terms, when used in this Agreement, shall have the following meanings.

  • “Agreement”. The term “Agreement” means this Terms of Use license, including each and every term and condition of the Terms of Use.
  • “Content”. The term “Content” means all Information, data, or other material, in any form or media, contained in, obtained from, or relating to the Site, including, but not limited to, the OFDVL and all results obtained from the Site.
  • “Content Providers”. The term “Content Providers” means both University of Fashion and Other Providers.
  • “GROUP”. A GROUP is a group of 2 or more individuals who are members of an organization, e.g. members of a sewing club, patrons in a library, students and faculty in a school or employees in a company as applicable.
  • “Group Content Agreement”. A Group Content Agreement is a legal contract giving the members of a GROUP permission to access the content in the U of F Site.
  • “Including”, “includes”, “include”. The phrases “including”, “includes”, and “include”, wherever used in the Agreement, means “including, but not limited to”.
  • “Individual Subscription”. An individual Subscription is a subscription, offered on the /sign-up/ page of the Site, granting single individuals, only, access to the U of F Site.
  • “Information”. The phrase “Information” includes all data, information, documents, files, personally-identifying information, and software disclosed by one party to the other in connection with the Site or your Site Use.
  • “Linked-Site”. A “Linked-Site” means any internet site (including all information, data, and content thereon) that is linked to the Site, but not owned by University of Fashion.
  • “Notice”. The phrase “Notice” refers to the sending of Information by you via certified mail, return receipt requested, to Mail Recipient, 220 Madison Avenue, Suite PH-H, New York, New York, 10016. Any such notice shall be deemed given 3 business days after such Notice is sent. Note specifically that you expect a response, provide an address and phone number to which the response should be directed and allow at least 45 days for such a response to be provided
  • “Other Providers”. The term “Other Providers” means University of Fashion’ direct or indirect licensors, its affiliates, or other contributors to the Site (other than University of Fashion).
  • “Parties”. The term “Parties” refers to University of Fashion and you, collectively.
  • “Privacy Policy”. The phrase “Privacy Policy” refers to University of Fashion’ official published privacy policy describing University of Fashion’s intended uses of your personally identifiable Information.
  • “Revised Agreement”. If the Agreement is modified in accordance with the section titled “Modifications”, for convenience in distinguishing the original Agreement from the modified Agreement, the modified Agreement may be referred to as the “Revised Agreement”.
  • “Site”. The term “Site” means any University of Fashion internet site, page (and all sub-pages), uniform resource locator (“URL”), domain location, and all Information and Content thereon.
  • “Site Use”. The term “Site Use” means your use of or access to the Site (or any Content thereon), as well as any other activities in which you engage relating to the Site.

Document 12-15 Rev 160101

These guidelines are for University of Fashion® University of Fashion licensees, advertisers, corporate and educational colleagues, customers, and other parties wishing to use University of Fashion trademarks, service marks or images in promotional, advertising, instructional, or reference materials, or on their web sites, products, labels, or packaging. Use of University of Fashion® trademarks are prohibited, unless expressly licensed in writing to you.
If you have any questions regarding these guidelines, please contact your University of Fashion representative or submit a query to University of Fashion by clicking on the “Contact” link on the bottom of the Home page on the University of Fashion website, i.e. the first page one sees after typing and entering the U of F URL (www.universityoffashion.com) into an internet web browser, filling out the form provided, including your query, and clicking to send the contents of the form to University of Fashion via the internet.

If you are a licensee of a University of Fashion trademark or logo and have been provided with specific trademark usage guidelines with your license agreement, please follow those guidelines. If your license agreement includes a University of Fashion trademark license but does not have specific trademark guidelines, please follow these guidelines.

University of Fashion trademarks, service marks, trade names, and trade dress are valuable assets. Your assistance in following these guidelines, protect our valuable trademark rights and strengthen our corporate and brand identities. Your use of a University of Fashion trademark, in whole or in part, is an acknowledgement by you that University of Fashion is the sole owner of the trademark and a promise you will not interfere with University of Fashion rights in the trademark, including challenging University of Fashion use, registration of, or application to register such trademark, alone or in combination with other words, anywhere in the world, and that you will not harm, misuse, or bring into disrepute any University of Fashion trademark. The goodwill derived from using any part of a University of Fashion trademark exclusively inures to the benefit of and belongs to University of Fashion. Except for the limited right to use as expressly permitted under your University of Fashion trademark license and these Guidelines, no other rights of any kind are granted hereunder, by implication or otherwise. University of Fashion

Permitted Use of University of Fashion Trademarks

  1. Trademarks are adjectives used to modify nouns; the noun is the generic name of a product or service and University of fashion Trademarks may only be used in this manner.
  2. Always spell and capitalize University of Fashion trademarks.
  3. Advertising, Promotional, and Sales Materials: Only University of Fashion and its authorized licensees may use the University of Fashion Logo in advertising, promotional, and sales materials. Unless you have express written consent for the use of the University of Fashion Logo, you may not use the University of Fashion Logo.
  4. Publications, Seminars, and Conferences: You may use a University of Fashion word mark in connection with book titles, magazines, periodicals, seminars, or conferences provided you comply with the following requirements:
      1. The use is referential and less prominent than the rest of the title.

        Acceptable: XYZ CONFERENCE for University of Fashion® members

      2. The use must reflect favorably on both the University of Fashion and the University of Fashion brand, products or technology.
      3. Your name and logo appear more prominent than the University of Fashion word mark on all printed materials related to the publication, seminar or conference.
      4. The University of Fashion logo or any other University of Fashion-owned graphic symbol, logo, icon or image does not appear on or in the publication or on any materials related to the publication, seminar, or conference without express written permission from University of Fashion.
      5. You must disclaim sponsorship, affiliation, or endorsement by University of Fashion, similar to the following, and include on the publication and on all related printed materials: “(Title) is an independent (publication) and has not been authorized, sponsored, or otherwise approved by the University of Fashion®
      6. A trademark attribution notice is included in the credit section giving notice of University of Fashion ownership of its trademark(s). Please refer to the section below titled "Proper Trademark Notice and Attribution."
  5. Web Sites: Web sites that serve only as noncommercial electronic informational forums concerning a University of Fashion product or technology may use the appropriate University of Fashion word mark, provided such use complies with the guidelines set forth in Section 4, “Publications, Seminars, and Conferences”.

Prohibited Use of University of Fashion Trademarks

  1. Company, Product, or Service Name: You may not use or register, in whole or in part, University of Fashion®, University of Fashion, or any other University of Fashion trademark, including University of Fashion-owned graphic symbols, logos, icons, or an alteration thereof, as or as part of a company name, trade name, product name, or service name except as specifically noted in these guidelines.
  2. University of Fashion Logo University of Fashion-owned Graphic Symbols and Taglines: You may not use the University of Fashion Logo or any other University of Fashion-owned graphic symbol, logo, or icon on or in connection with web sites, products, packaging, manuals, promotional/advertising materials, or for any other purpose except pursuant to an express written trademark license from University of Fashion.
  3. Variations, Takeoffs or Abbreviations: Do not make up names that contain University of Fashion trademarks. You may not use any variation of the University of Fashion logo for any purpose. Third parties cannot use a variation, phonetic equivalent, foreign language equivalent, takeoff, or abbreviation of a University of Fashion trademark for any purpose. For example:

    Not acceptable:   University of The Fashionable

  4. Disparaging Manner: You may not use a University of Fashion trademark or any other University of Fashion-owned graphic symbol, logo, or icon in a disparaging manner.
  5. Endorsement or Sponsorship: University of Fashion does not support the use of its logos, company names, product names, or images of University of Fashion products by other parties in marketing, promotional or advertising materials as their use may create the perception that University of Fashion endorses or sponsors the product, service or promotion and may not use University of Fashion or any other University of Fashion trademark, including University of Fashion-owned graphic symbols/logos, or icons, in a manner that would imply University of Fashion affiliation with or endorsement, sponsorship, or support of a third party product or service.
  6. Merchandise Items: You may not manufacture, sell or give-away merchandise items, such as T-shirts and mugs, bearing University of Fashion®, University of Fashion, or any University of Fashion trademark, including symbols, logos, slogans, taglines, or icons, except pursuant to an express written trademark license from University of Fashion.
  7. University of Fashion Trade Dress: You may not imitate the distinctive University of Fashion web site design, logos, or typefaces.
  8. Slogans and Taglines: You may not use or imitate a University of Fashion slogan or tagline.

    For example you may not use nor imitate the University of Fashion slogan: “Master Design One Step at a Time

  9. Domain Names: You may not use an identical or virtually identical University of Fashion trademark as a second level domain name.

    Not acceptable: “originaluniversityoffashion.com”

Proper Trademark Notice and Attribution

For Distribution Within the United States Only

    1. On product, product documentation, or other product communications that will be distributed only in the United States, use the appropriate trademark symbol (TM, SM, ®) the first time the University of Fashion trademark appears in the text of the advertisement, brochure, or other material.
    2. Include an attribution of University of Fashion ownership of its trademarks within the credit notice section of your product, product documentation, or other product communication.The following are the correct formats:_________ and _______ are registered trademarks of University of Fashion, Inc._________ and _______ are trademarks of University of Fashion, Inc.

For Distribution Outside the United States:

    1. Do not use trademark symbols on products, product documentation, or other product communications that will be distributed outside the United States.
    2. Use one of the following international credit notices:_________ is a trademark of University of Fashion, Inc., registered in the U.S.A.._________ is a trademark of University of Fashion, Inc.

COPYRIGHT

Copyright is a form of protection granted by law for original works of authorship fixed in a tangible medium of expression. In other words, it is a law that gives the creator ownership over the things he/she has created that takes form in a tangible medium. As such, only the copyright owner (creator) has the right to reproduce the work, distribute copies, and perform the work and to display the work publically. University of Fashion, Inc. is the owner or licensee of all copyrights to the contents of universityoffashion.com. You may not reproduce, distribute copies, perform or publically display the contents of universityoffashion.com without the express written consent of University of Fashion, Inc.

For further information with respect to University of Fashion copyrights, please submit your request in writing to University of Fashion by clicking on the “Contact” link on the bottom of the University of Fashion Home page, filling out the form provided, including your request and then clicking to send the contents of the form to University of Fashion via the internet.

 

University of Fashion is a registered Trademark of University of Fashion, Inc.

The University of Fashion® (U of F) Online Fashion Design Video Library (OFDVL) contains educational how-to videos, transcripts and lesson guides (non-video, step-by-step guides in the form of pictures and text), relating to the practice and craft of fashion design. U of F licenses these videos, transcripts, and Lesson Guides to interested customers.

Products

U of F videos portray a broad variety of fashion-related subjects. For example, there are “how-to” videos depicting fashion college professors and fashion industry experts teaching the five design disciplines of draping, pattern making, sewing, fashion drawing and product development. Each licensed video comes with a non-downloadable, written transcript of the video. Many of the U of F videos have a companion non-downloadable lesson guide. A lesson guide shows a non-video, 2-dimensional summary of the content of a specific video in the form of a step-by-step storyboard with words summarizing the “how-to” steps of the video along with full-color pictorial excerpts from the video to clarify the meaning of the words.

Other videos depict fashion experts lecturing on fashion-related subjects, with illustrative materials, facts or figures shown in the background or foreground while other videos feature tours of fashion museums, fashion shows and other relevant fashion industry events.

Lesson Guide File Format and Viewing Policy

All of U of F Lesson Guides are stored on the U of F site as non-downloadable Portable Document Format (PDF) files.

Licensing Options and Constraints

The U of F offers 4 licensing programs. All licensees must adhere to the U of F’s Terms and Conditions of Use:

  1. With a Monthly Single-User Video Subscription License, a customer licenses the use of every video in the Online Fashion Design Video Library (OFDVL) for 30 days for viewing 24/7 only on the U of F website. Monthly Single-User Video Subscription Licensees may not show the videos they’ve licensed to non-licensees. Monthly Single-User Video Subscription licenses automatically renew unless cancelled by customers before their term’s conclusion.
  2. With a Yearly Single-User Video Subscription License, a customer licenses the use of every video in the OFDVL for 365 days, regardless of leap years, for viewing 24/7 only on the U of F website. Yearly Single-User Video Subscription Licensees may not show the videos they’ve licensed to non-licensees. Yearly Single-User Video Subscription Licenses do not automatically renew. Customers may re-subscribe at the conclusion of their yearly term.
  3. With a Group Yearly Video Subscription License, an organization licenses all the videos, transcripts and lesson guides on the OFDVL for 365 days for viewing 24/7, only on the U of F website, by a pre-defined group of people. A Group Video Subscription License is designed for organizations who wish to invite multiple people to view one or more videos, with or without profit-making intent. Group Video Subscription Licenses do not automatically renew. They are automatically terminated at the conclusion of their terms. To obtain or renew one of these licenses for another year, simply send a message to the U of F by clicking the “Contact” button on the top of the Home Page, providing the information requested on the form and clicking the “Send” button. A representative from the University of Fashion will get back to you shortly.

All U of F licenses are subject to the U of F Terms of Use and the University of Fashion® License Agreement. The U of F Terms of Use can be found by clicking the “Terms of Use” link on the bottom of the U of F Home page. The U of F License is one of several legal documents accessible also by clicking the “Terms of Use” link on the bottom of the U of F Home page.

 

  • University of Fashion is a registered trademark owned by University of Fashion, Inc.

THE UNIVERSITY OF FASHION® (U of F) DOES NOT PROVIDE REFUNDS FOR LICENSES PURCHASED FOR CONTENT IN THE UNIVERSITY OF FASHION ONLINE FASHION DESIGN VIDEO LIBRARY (OFDVL) REGARDLESS OF ANY CLAIMED CIRCUMSTANCES. SEE THE U OF F CANCELLATION POLICY BY CLICKING THE “TERMS OF USE” LINK ON THE BOTTOM OF THE U OF F HOME PAGE.

All licensable University of Fashion®content is found in the University of Fashion® Online Fashion Design Video Library (OFDVL).  The University of Fashion (U of F) never actually sells videos, transcripts or lesson guides to anyone. U of F only licenses its videos, transcripts and lesson guides for a specific term, either monthly or yearly.

As a result, no one can return a video, transcript or lesson guide to U of F because no one actually ever owns or takes physical possession of any of U of F videos, transcripts or lesson guides.  WHEN ORDERING, YOU MUST SELECT CAREFULLY AS ONCE YOU LICENSE ANY CONTENT IN THE OFDVL, THE LICENSE(S) FOR THOSE MATERIALS CANNOT BE CANCELLED.

 

  • University of Fashion is a registered trademark owned by University of Fashion, Inc.

YOU CANNOT CANCEL ANY UNIVERSITY OF FASHION® (U OF F) LICENSE PROGRAM EARLIER THAN THE TERM TO WHICH YOU ORIGINALLY COMMITTED.YOU WILL NOT RECEIVE ANY PARTIAL CREDIT IF YOU CANCEL ANY U OF F LICENSE BEFORE ITS TERM ENDS

  • You can cancel a Monthly Single-User Video Subscription License, but its cancellation will not take effect until its current 30 day term is concluded.
    Customers can cancel a Monthly Single-User Video Subscription License, per the terms cited above, by following these steps:

    1. Login to the University of Fashion Website
    2. Click “Cancel Subscription”
    3. Follow any directions that then appear
  •  

  • You cannot cancel a Yearly Single-User Video Subscription License once you purchase it. A Yearly Single-User Video Subscription License lasts 365 days and does not auto-renew.
  •  

  • You cannot cancel a Group Video or Multi-User Subscription License once you purchase it. These licenses lasts 365 days and do not auto-renew.

Please click on the “Contact” link on the top of the Home Page of the University of Fashion® website. Fill in your contact information. Clearly describe your issue or state your comment in the section provided. Click the “Send” button.

University of Fashion® (U of F) does not deliver anything physically to its customers. As a result, there are no shipping restrictions except as may be prohibited by United States export regulations.

Since all U of F content is only available through the internet, customers must have a working and properly set-up internet connection to use U of F services.

 

  • University of Fashion is a registered trademark owned by University of Fashion, Inc.

For Individuals

Single-User Subscription Licenses

  • Monthly Single-User Subscription License: $19.95
    • Term: 30 days
  • Yearly Single-User Video Subscription License: $145.00
    • Term: 365 days

Individual subscribers can access and view any video and its associated written transcript and lesson guide (if any) within the entire U of F Online Fashion Design Video Library (OFDVL) for the entire term of their subscription on the University of Fashion® (U of F) website.

Those interested in one of the above licenses can go to www.universityoffashion.com and buy directly on the website.

For Organizations

Group Video Subscription Licenses

  • Group Video License
    • This License is designed for organizations that want to show U of F’s videos to a group of up to 50 people per showing, (with or without an intent to charge a fee to those people), in a single, specifically defined location with internet coverage, any time of day, for as many times as they wish, for an entire year.
    • Term: 365 days

U of F Group Video Subscription Licenses vary in price for many reasons, but their pricing is especially affected by the numbers of people needing access to the U of F video library.

Those interested in a Group Video Subscription License should click the “Contact” link on the top of the U of F Home page at www.universityoffashion.com, fill in the required contact information, summarize your area of interest and click the “Send” button on the bottom of the form. A University of Fashion sales representative will respond to you shortly after receiving your inquiry.

All of the above licenses are subject to the terms in the University of Fashion® License Agreement, No U of F content can be licensed without first agreeing to U of F’s License terms. In addition, by using the U of F website, you agree to abide by the U of F’s Terms and Conditions for Use. To read these terms, click the “Terms of Use” link on the bottom of the U of F website’s Home page.

University of Fashion is a registered Trademark of University of Fashion, Inc.

UNIVERSITY OF FASHION® LICENSE AGREEMENT

EFFECTIVE DATE: December 10, 2013

PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING THE UNIVERSITY OF FASHION® ONLINE FASHION DESIGN VIDEO LIBRARY™ (“OFDVL”™ AS FURTHER DEFINED BELOW). THIS LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS INDIVIDUALS OR SINGLE ENTITY) AND UNIVERSITY OF FASHION, ITS SUBSIDIARIES (“U of F”), AND ITS THIRD PARTY LICENSORS. BY ACCESSING THE OFDVL YOU ACCEPT AND AGREE TO ALL OF THE CONDITIONS AND COVENANTS IMPOSED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE LICENSE CONDITIONS AND COVENANTS, YOU MAY NOT ACCESS THE OFDVL.  YOU ARE A “LICENSEE” AND UNIVERSITY OF FASHION IS A “LICENSOR” FOR PURPOSES OF THIS LICENSING AGREEMENT.

BY USING THE UNIVERSITY OF FASHION OFDVL, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE LICENSING TERMS AND YOUR USE IS CONDITIONED UPON YOUR COMPLIANCE WITH THISLICENSE AGREEMENT. IF YOU BREACH ANY OF THE CONDITIONS OR COVENANTS OF THIS LICENSING AGREEMENT, YOUR LICENSE TO USE THE OFDVL WILL IMMEDIATELY TERMINATE.

YOU AGREE TO REVIEW THIS LICENSEAGREEMENT PERIODICALLY TO BE AWARE OF MODIFICATIONS TO IT, WHICH MODIFICATIONS UNIVERSITY OF FASHION MAY MAKE AT ANY TIME IN ITS SOLE DISCRETION. YOUR CONTINUED USE OF THE OFDVL WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED CONDITIONS AND COVENANTS OF THISLICENSE AGREEMENT.

USE OF THE OFDVL IS THROUGH A LIMITED LICENSE TO YOU AS DEFINED HEREIN. ACCESSING AND USE OF THE OFDVL THROUGH THIS LICENSEAGREEMENT IS NOT A PURCHASE TO OWN THE CONTENT OF THE OFDVL. IT IS ONLY A LIMITED LICENSE TO ACCESS THE OFDVL AS DESCRIBED BELOW. ALL CONTENT OF THE OFDVLIS LICENSED, NOT SOLD. U OF F IS THE SOLE AND EXCLUSIVE OWNER OF THE OFDVL CONTENT.

IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF USE AND THIS LICENSE AGREEMENT, THE TERMS OF THISLICENSE AGREEMENT WILL TAKE PRECEDENCE.

1.   Contact Information.

If you have any questions or desire to contact the University of Fashion, click the “Contact” link on the top of the University of Fashion Home page and fill out the form displayed.

2.   Definitions. Capitalized terms not otherwise defined in this License Agreement will have the meanings specified in this Section 2.

  • Access(es)” or “Accessing” means subject to the conditions and covenants of this License Agreement, accessing, using or viewing the content or otherwise obtaining information from the OFDVL as permitted in this License Agreement.
  • Agreement” or “License Agreement” refers to this University of Fashion License Agreement and the conditions and covenants herein and any subsequent modifications.
  • Group” means an Organization or School as applicable.
  • Home Page” is the first page one sees after typing and entering www.universityoffashion.com into one’s internet browser.
  • Invoice” means a written document signed by both U of F and Group that defines agreed-to pricing Group’s promotion of the Site, limitation of Users by type and number, and, if applicable, how eligible Users access the site.
  • Lesson Guides” refers to step-by-step, pictorial and written documents prepared by or for U of F to provide non-video summarizations of particular videos in the OFDVL.
  • Licensee” refers to any person or Group that licenses the OFDVL subject to the conditions and covenants of this License Agreement, and may be a Yearly Single-User Video Subscription Licensee, a Monthly Single-User Video Subscription Licenseea Yearly GroupVideo Subscription Licenseand/or User.
  • Monthly Single-User Video Subscription” License is defined in Section 5, below.
  • Organization” means an organization or business entity other than a School that has entered into a Licensed Content Agreement with U of F for access to the OFDVL.
  • Online Fashion Design Video Library™” or “OFDVL™” means any part of universityoffashion.com that is only accessible by a paid-for license as described in Section 5, including but not limited to, the U of F database of videos and other audio-visual content, Transcripts and Lesson Guides.
  • Order Form” means a written document signed by both U of F and a Group that defines agreed-to pricing, Group’s promotion of the Site, limitation of Users by type and number, and, if applicable, how eligible Users access the site.
  • Site” means the U of F proprietary website maintained on the World Wide Web under the URL of universityoffashion.com, available at www.universityoffashion.com, and includes, but is not limited to, the OFDVL.
  • School” means a teaching institution that has entered into a Licensed Content Agreement with U of F for access to the OFDVL.
  • Transcript(s)” means the words, converted to written format, used by the Instructor or narrator associated with any of the videos in the OFDVL.
  • University of Fashion” and “U of F” refers to University of Fashion, Inc., a California corporation.
  • U of F Officer” means Executive Chairman, CEO, President, Vice President, CFO or CMO and excludes “U of F Representative” except where the U of F Representative is an Officer of U of F.
  • U of F Representative” means either a U of F Officer, sales representative or sales supervisor.
  • universityoffashion.com” is the website representing the proprietary and business interests of University of Fashion, Inc.
  • User(s)” means a person, entity or entities that has/have a license to Access the OFDVL or have a license right to use the OFDVL through a Groupand has entered into an End User License Agreement directly with U of F.
  • Yearly Single-User Video Subscription” License is defined in Section 5, below.
  • Yearly Group Video Subscription License” is defined in Section 5, below.

3.   Modification of Terms.  University of Fashion reserves the right to modify the terms and conditions of this License Agreement at any time. Except as otherwise stated herein, any change to the terms and conditions is effective immediately after University of Fashion gives notice to the User. Notice can be given through e-mail, a posting on the Site or the OFDVL or any other means by which a User may obtain notice. User agrees to check the Site and the OFDVL periodically for changes to the conditions and covenants of this License Agreement. Any use of the OFDVL after changes have been made will be deemed acceptance of those changed terms and conditions.

4.   Limited License.  Subject to the conditions and covenants of this License Agreement and the   payment of the license fees, the University of Fashion, Inc. grants each Licensee a limited, non-exclusive, revocable, non-sublicensable and non-transferable license in the State of New York (“NY”), to Access the content and information available in the OFDVL in accordance with the license plan purchased as set forth Section 5 (“License Plan”). Licensee’s Access to the OFDVL cannot exceed the terms of the License Plan purchased. The OFDVL may only be Accessed from the OFDVL through the universityorfashion.com Site.  Except for when expressly offered by certain lessons, the content of the OFDVL may not be downloaded, filmed or copied in any manner whatsoever.  A breach of any of the conditions or covenants of this License Agreement by Licensee will result in the immediate termination of Licensee’s rights to access the OFDVL granted herein and Licensee must immediately cease use of the OFDVL.

5.   License Plans; Fees; Renewal; Refund Policies.

5.1 License Plans

5.1.1  Monthly Single-User Video Subscription License Plan

  • An individual Licensee (only) is granted a license by U of F to Access all OFDVL videos, plus their accompanying Transcripts and Lesson Guides (if any) on the U of F Site for a month, defined as 30 days, for use only in the state/province and/or country provided by Licensee when ordering this particular plan.

◦   Licensee may request U of F permission to Access or use the U of F content they’ve licensed in additional states/provinces and/or countries. To make this request, Licensee must (1) click the “Contact” link at the top of the Home Page, (2) fill in the form on the Contact page with the name which Licensee most recently used to purchase the license for this particular plan, along with Licensee’s email address and phone number, (3) provide Licensee’s specific request to allow Licensee to Access U of F content in additional states/provinces and/or countries, plus Licensee’s detailed list of the proposed additional geographies, and (4) click the “Send” box at the bottom of the form. If U of F grants Licensee Access in additional states/provinces and/or countries, such Access is subject to the covenants and conditions in this License Agreement. Note: Licensee must pay additional sales taxes, if any, before Licensee has permission to Access U of F content in the newly requested geographical location(s).

  • Licensee can only Access the videos (and their Transcripts and Lesson Guides, if any) they’ve licensed directly on the U of F Site.
  • Monthly Single-User Video Subscription Licensee agrees to adhere to the U of F Terms and Conditions of Use found in the “Terms of Use” link at the bottom of the U of F Home page and the covenants, conditions and limitations of use defined in this License Agreement.
  • The Monthly Single-User Video Subscription License automatically renews every 30 days until cancelled by the Licensee, e.g. a subscription bought on January 1 will expire on January 30 and will be automatically renewed for a second month starting January 31 unless cancelled on or before January 30.
  • Monthly Single-User Video Subscription License fees are non-refundable. However, a Monthly Single-User Video Subscription Licensee may stop the automatic renewal of their license by canceling their subscription before their current subscription term ends. YOU MAY CANCEL THE AUTOMATIC RENEWAL OF THIS SUBSCRIPTION BY DOING THE FOLLOWING:

◦       Login to the university of fashion website

◦       Click “cancel subscription” and follow any other instructions provided

See the U of F “FAQ” link at the bottom of the U of F Home page, to learn more about cancelling any particular License.

  • Discounts, rebates or other special offers made by U of F regarding a Monthly Single-User Video Subscription License are only valid for the initial, uninterrupted year of that License, starting from when the License was first purchased.
  • U of F may increase Monthly Single-User Video Subscription License fees for a subsequent License period at any time and for any reason.
  • The University of Fashion may terminate or not renew the Monthly Single-User Video Subscription License if it is unable to renew the License based on inaccurate, outdated credit card or other payment information, unavailability of funds or non-compliance by Licensee with any of the conditions and covenants of this License Agreement.
  • Right of Access to the OFDVL granted under the Limited License in Section 4 in accordance with this License Plan is subject to and effective only if Licensee accepts and complies with the conditions and covenants of this License Agreement and receipt by U of F of the license fees.

 

Yearly Single-User Video Subscription License Plan

  • An individual Licensee (only) is granted a license by U of F to Access to all OFDVL videos, plus their accompanying Transcripts and Lesson Guides (if any) on the U of F Site for a year, defined as 365 days, for use only in the state/province and/or country provided by Licensee when ordering this particular plan.

◦       Licensee may request U of F permission to Access or use the U of F content they’ve licensed in additional states/provinces and/or countries. To make this request, Licensee must (1) click the “Contact” link at the top of the Home Page, (2) fill in the form on the Contact page with the name which Licensee most recently used to purchase the license for this particular plan, along with Licensee’s email address and phone number, (3) provide Licensee’s specific request to allow Licensee to Access U of F content in additional states/provinces and/or countries, plus Licensee’s detailed list of the proposed additional geographies, and (4) click the “Send” box at the bottom of the form. If U of F grants Licensee Access in additional states/provinces and/or countries, such Access is subject to the covenants and conditions in this License Agreement Note: Licensee must pay additional sales taxes, if any, before Licensee has permission to Access U of F content in the newly requested geographical location(s).

  • Licensee can only Access the videos for viewing (and their Transcripts and Lesson Guides, if any) licensed directly on the U of F Site.
  • Yearly Single-User Video Subscription Licensees agree to adhere to the U of F Terms and Conditions of Use found in the “Terms of Use” link at the bottom of the U of F Home page and the limitations of use defined in this License Agreement.
  • The Yearly Single-User Video Subscription License expires automatically at the end of 365 days.
  • Yearly Single-User Video Subscription License fees are non-cancellable and non-refundable. See the U of F “FAQ” link at the bottom of the U of F Home page, to learn more about cancelling any particular License.
  • Discounts, rebates or other special offers made by U of F regarding a Yearly Single-User Video Subscription License are only valid for the initial year of that License, starting from the date the License was first purchased.
  • U of F may increase Yearly Single-User Video Subscription License fees for a subsequent License period at any time and for any reason.
  • The University of Fashion may terminate or not renew the Yearly Single-User Video Subscription License if it is unable to renew the License based on inaccurate, outdated credit card or other payment information, unavailability of funds or non-compliance by Licensee with any of the conditions and covenants of this License Agreement.
  • Right of Access to the OFDVL granted under the Limited License in Section 4 in accordance with this License Plan is subject to and effective only if Licensee accepts and complies with the conditions and covenants of this License Agreement and receipt by U of F of the license fees.
  • Multi-User Video Subscription License Plan An Organization and predefined groups of individuals related to the Organization are granted a license by U of F to Access all OFDVL videos, plus their accompanying Transcripts and Lesson Guides (if any), on the U of F Site for a year, defined as 365 days, for use only in the state(s)/province(s) and/or countries provided by Licensee when ordering this particular plan.
  • Licensee may request U of F permission for the members of Licensee’s organization to Access U of F content in additional states/provinces and/or countries.  To request permission to Access licensed U of F content in additional geographic locations, Licensee has two options.

1.) Make a formal request to Licensee’s U of F sales representative (if any). Note: Licensee must agree to pay applicable sales taxes, if any, before Licensee’s Users will be authorized to Access U of F content in the newly requested geographical location(s).

2.) Make a formal request using the Contact Form on the U of F Site. Licensee must (1) click the “Contact” link at the top of the Home Page, (2) fill in the form on the Contact page with the name which Licensee most recently used to purchase the license for this particular plan, along with Licensee’s email address and phone number, (3) provide Licensee’s specific request to allow Licensee’s Users to Access U of F content in additional states/provinces and/or countries, plus Licensee’s detailed list of the proposed additional geographies, and (4) click the “Send” box at the bottom of the form. Note: Licensee must agree to pay applicable sales taxes, if any, before Licensee’s Users will be authorized to Access U of F content in the newly requested geographical location(s).

If U of F grants Licensee Access in additional states/provinces and/or countries, such Access is subject to the covenants and conditions in this License Agreement. Note: Licensee must pay additional sales taxes, if any, before Licensee has permission to Access U of F content in the newly requested geographical location(s).

  • The Users in the licensing Organization can only Access the videos, their associated Transcripts and Lesson Guides (if any) directly on the U of F Site.
  • The Multi-User Video Subscription License terminates after 365 days. Once a Multi-User Video Subscription Licensee’s license terminates, that Licensee’s Users will no longer have Access to the videos in the OFDVL.
  • Multi-User Video Subscription License fees are non-cancellable and non-refundable.
  • Each Multi-User Video Subscription Licensee agrees that only the predefined groups of Users set forth in its contract with U of F will Access the site and that its Users will not allow non-Users to access the site and/or to copy or attempt to copy any OFDVL content.
  • In addition to this License Agreement, a Multi User Video User Description User may also be required to enter into supplemental license terms specific to the Multi User Licensee’s specific use.
  • Users will be required to accept and agree to the U of F End User License Agreement prior to Accessing the OFDVL.
  • Multi-User Video Subscription Licensees and their Users will be authorized to Access the OFDVL only from the U of F Site.
  • By allowing Licensee’s Users Access to the OFDVL, Licensee represents and warrants to U of F that it will be responsible for all acts by any User in their Organization and that Licensee’s Users have been informed of and understand and agree to the conditions and covenants of this License Agreement, the Terms of Use of universityoffashion.com located at the link at the bottom of the Home page on the U of F Site and an End User License Agreement with U of F directly.
  • A Multi-User Video Subscription Licensee administrator (the “Administrator”) will be selected by the Licensee and be designated to oversee and be responsible for adherence to this U of F License and for the management of its Users. Notwithstanding the foregoing, Licensee will at all times be responsible for any misuse of the Site and/or OFDVL by Licensee or its Users.
  • Discounts, rebates or other special offers are only valid for the term of each Multi-User Video Subscription License purchased.
  • U of F may increase Multi-User Video Subscription License fees for a subsequent License period at any time and for any reason.
  • The University of Fashion may terminate or not renew the Multi-User Video Subscription License if it is unable to renew the License based on inaccurate or outdated credit card or other payment information, unavailability of funds or breach by Licensee or its Users of any of the conditions and covenants of this License Agreement.
  • By purchasing a Multi-User Video Subscription License, Licensee agrees to allow agents commissioned by U of F to visit any of Licensee’s premises at any time during the Organization’s working hours, with or without prior notice, to investigate and confirm, to U of F satisfaction that Licensee and its Users are adhering to the Terms of Use, the Multi-User Video Subscription License and the End User License Agreement.  Any such investigation and/or audit will not unreasonably interfere with Licensee’s normal business operations. Licensee agrees to cooperate with U of F audit procedures and to provide reasonable assistance and Access to information including, but not limited to, relevant books, records, agreements, servers, technical personnel and order reporting systems. Licensee agrees to pay within seven (7) days of written notification any fees applicable to Licensee’s use of the U of F OFDVL in excess of what has already been paid for License rights. If Licensee does not pay U of F, U of F, in addition to, , and not in lieu of, any of its other remedies in equity or at law, can terminate this License Agreement, Licensees User’s End User License,  Access to the U of F OFDVL and/or may choose not to accept Licensee’s application to renew this License Agreement. Licensee agrees that U of F will not be responsible for any of Licensee’s costs incurred in cooperating with the audit.
  • U of F will not refund fees, return fees or cancel fees for any part of a Multi-User Video Subscription License due to Licensee or Licensee’s Users’ inability to Access the U of F site due to any sort of technical or other problems.
  • Right of Access to the OFDVL is granted under the Limited License in Section 4 in accordance with this License Plan is subject to the conditions and covenants of this License Agreement and effective only during Licensee’s acceptance and compliance with the this License Agreement and receipt by U of F of the license fees.

 

Group Video Subscription License Plan

  •  A license is granted by U of F to Licensee, to videos licensed by Licensee, plus their accompanying Transcripts and Lesson Guides (if any), in the OFDVL for an unlimited numbers of viewings for one year, defined as 365 days, in single or multiple locations as specified in Licensee’s order form (a document including agreed-to pricing and other information to which Licensee and U of F have mutually agreed), for use only in the state(s)/province(s) and/or country/countries provided by Licensee when ordering this particular plan.

◦       Licensee may request U of F permission for the members of Licensee’s Organization to be authorized to Access U of F content in additional states/provinces and/or countries. To request permission to Access licensed U of F content in additional geographic locations, Licensee has two options.

1.) Make a formal request to Licensee’s U of F sales representative (if any). Note: Licensee must agree to pay applicable sales taxes, if any, before Licensee’s Users will be authorized to Access U of F content in the newly requested geographical location(s).

2.) Make a formal request using the Contact Form on the U of F Site. Licensee must (1) click the “Contact” link at the top of the Home Page, (2) fill in the form on the Contact page with the name which Licensee most recently used to purchase the license for this particular plan, along with Licensee’s email address and phone number, (3) provide Licensee’s specific request to allow Licensee’s Users to Access U of F content in additional states/provinces and/or countries, plus Licensee’s detailed list of the proposed additional geographies, and (4) click the “Send” box at the bottom of the form. Note: Licensee must agree to pay applicable sales taxes, if any, before Licensee’s Users will be authorized to Access U of F content in the newly requested geographical location(s).

If U of F grants Licensee Access in additional states/provinces and/or countries, such Access is subject to the covenants and conditions in this License Agreement. Note: Licensee must pay additional sales taxes, if any, before Licensee has permission to Access U of F content in the newly requested geographical location(s).

  • The Group Video Subscription License allows Licensee to present the video(s) licensed under this plan to their members, customers and/or employees (“Group”).
  • Group Video Subscription Licensees can only provide the Group viewing of the videos Licensee has licensed directly on the U of F Site.
  • Group Video Subscription License fees are non-cancellable and non-refundable. This license is automatically cancelled after 365 days, even in leap years, e.g. a subscription bought in a non-leap year on January 1 will expire on December 31. See the U of F “FAQ” link at the bottom of the U of F Home page, to learn more about renewing any particular License.
  • Licensee represents and warrants to U of F that it will be responsible for all acts of Group and that Licensee’s Group has been informed of, reviewed, understand and agree to the covenants and conditions of this License Agreement and the Terms and Conditions of Use of universityoffashion.com located at the link at the bottom of the Home page on the U of F Site.
  • A Group Video Subscription Licensee administrator (the “Administrator”) will be selected by the Licensee and will be designated to oversee and be responsible for adherence to this U of F License and for the management of its Users. Notwithstanding the foregoing, Licensee will at all times be responsible for any misuse of the Site, and/or OFDVL by Licensee or its Users.
  • Discounts, rebates or other special offers made by U of F regarding a Group Video Subscription License are only valid for the term of the License.
  • U of F may increase Group Video Subscription License fees for a subsequent a license term at any time and for any reason.
  • U of F may terminate or not renew the Group Video Subscription License if it is unable to renew the License based on inaccurate, outdated credit card or other payment information, unavailability of funds or breach by Licensee or Group of any condition or covenant of this License Agreement.
  • By purchasing a Group Video Subscription License, Licensee agrees to allow agents commissioned by U of F to visit any of Licensee’s premises at any time, with or without prior notice, to investigate and confirm, to U of F satisfaction, that Licensee is adhering to the conditions and covenants for a Group Video Subscription License. Any such investigation and/or audit will not unreasonably interfere with Licensee’s normal business operations. Licensee agrees to cooperate with U of F audit and provide reasonable assistance and access to information including but not limited to relevant books, records, agreements, servers, technical personnel, and order reporting systems. Licensee agrees to pay within seven (7) days of written notification any fees applicable to Licensee’s use of the U of F OFDVL in excess of the license rights. If Licensee does not pay U of F, U of F, in addition to any of its other remedies in equity or at law, can terminate Licensee’s licenses, Access to the U of F OFDVL and this License Agreement, and/or may choose not to accept Licensee’s application to renew this License Agreement. Licensee agrees that U of F will not be responsible for any of Licensee’s costs incurred in cooperating with the audit or any Licensee costs or lost revenue related to U of F termination of Licensee’s license for breach of conditions or covenants of this License Agreement.
  • U of F will not refund fees, return fees or cancel fees for any part of a Group Video Subscription License, and/or be liable in any way for Licensee’s inability to make a profit from selling attendance to Access any licensed videos under this plan.
  • U of F will not refund fees, return fees or cancel fees for any part of a Group Video Subscription License due to any sort of technical or other problems.
  • Right of Access to the OFDVL granted under the Limited License in Section 4 in accordance with this License Plan is effective only during Licensee’s acceptance and compliance with conditions and covenants of this License Agreement and receipt by U of F of the license fees.

5.2 Renewals, Refunds and Cancellation

ALL OFDVL IS LICENSED, NOT SOLD, THROUGH THE THIS LIMITED LICENSE FROM U OF F TO LICENSEE.AS SUCH, LICENSEE MUST MAKE SELECTIONS CAREFULLY.  LICENSEE CAN NOT RETURN, REQUEST REFUND OR CANCEL LICENSE(S) ONCE LICENSEE HAS MADE ITS SELECTION AND COMMITTED TO A PURCHASE ON THE U OF F WEBSITE OR THROUGH A U OF F SALES REPRESENTATIVE.

6.   Term.  License to Access the OFDVL is effective until terminated. Licensee’s failure, and where applicable, Licensee’s User(s),  to comply with any conditions or conditions of the License Agreement, including failure to pay the appropriate license fees, will result in automatic termination of the license to Access the OFDVL.  Upon termination Licensee will discontinue all Access to the OFDVL.

7.   Access to the OFDVL.

U of F strives to provide its OFDVL to its Licensees on a continuous basis. To that end, U of F will use commercially reasonable efforts to provide uninterrupted Access to the OFDVL to its Users.  However, from time to time, Users may be unable to Access the OFDVL due to conditions that are beyond U of F control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, or the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to U of F or User’s software issues, server downtime, increased Internet traffic, programming errors, regular maintenance of the U of F system, and the like. In response to any unavailability of the OFDVL to Licensees, U of F will take commercially reasonable steps to ensure Access is restored within a reasonable period of time. The term “commercially reasonable,” as used in this License Agreement, will mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money. ANY OF THE FOREGOING EVENTS WILL NOT ENTITLE USERS TO A REFUND TO ANY PORTION OF U of F WEB ACCESS TIME UNAVAILABLE TO THEM.

U of F also strives to provide the highest quality content to its Licensees. To that end, U of F reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of its OFDVL in whole or in part, including, without limitation, the content, availability, Access and/or the conditions and covenants of this License Agreement. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on universityoffashion.com on the “Terms of Use” page accessible on the bottom of the U of F Home page. Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the OFDVL.

8.   License Restrictions.

  • Users expressly warrant and represent not to engage in, either personally or through an agent, any of the following ((collectively and individually, “Prohibited Conduct”): Transmit, install, upload or otherwise transfer any virus, advertisement, communication, and/or other item or process to the Site that in any way affects the use, enjoyment or service of the Site, or adversely affects University of Fashion or universityoffashion.com’s business, computers, servers or databases.
  • Capture, download, film, save, upload, print and/or otherwise retain information and content available on the Site other than what is expressly allowed by this License Agreement.
  • Permit or provide others Access to the OFDVL using Licensee’s user name, email address and/or password or the name, email and/or password of another authorized User or any other method that enables non-Licensees to Access the U of F OFDVL.
  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the videos, software, information, text, graphics, source code and/or HTML code, or other content available on the Site.
  • Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.
  • Transfer the Site content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to the Site content; or “deep link” to the Site content.
  • Violate or attempt to violate universityoffashion.com security mechanisms, Access any data or server Licensee is not authorized to Access and/or otherwise breach the security of the Site and/or corrupt the Site in any way.
  • Engage in any other conduct which violates the Copyright Act or other laws of the United States.
  • Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users, the Site or U of F, except for online search facilitation through services such as Google.
  • Use the Site to violate U of F’s and/or any third party’s reputation, intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of U of F’s or a third party’s intellectual property rights.
  • Misrepresent Licensee or User’s identity or personal information when Accessing the Site; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by University of Fashion or universityoffashion.com.
  • Post obscene, harassing, defamatory, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability.
  • Advertise or otherwise solicit funds, goods or services on the Site, unless formally agreed to by a current contract, signed by a U of F Officer.
  • Provide any commercial hosting service with Access to the Site and/or the content on the Site.
  • To ensure that Users of the OFDVL do not engage in Prohibited Conduct, U of F reserves the right to monitor use of the Site and reserves the right to terminate licenses or deny Access to the Site, including the OFDVL, to any person or entity whose use of the OFDVL suggests, at U of F sole discretion, Prohibited Conduct. Access of the materials available in the OFDVL beyond that of normal patterns of use that suggests systematic copying of the materials or exceeding Access granted in the License Plan constitutes a breach of the conditions and covenants of this License Agreement and will result in the immediate termination of license obtained hereunder and denial of Access to the OFDVL, in addition to all remedies available to U of F at law or equity. The terms “normal patterns” and “abuse” will be determined solely by U of F. Licensee agrees not to violate any U.S., foreign or international tax, software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.

9.   Limitation of Liability.

EXCEPT FOR ACCESS DOWNTIME, UNIVERSITY OF FASHION STATES THE U OF F SOFTWARE THAT ALLOWS USERS TO ACCESS THE OFDVL (“SOFTWARE”), IF OPERATED AS DIRECTED WILL SUBSTANTIALLY ACHIEVE THE FUNCTIONALITY DESCRIBED ON THE SITE. UNIVERSITY OF FASHION PROVIDES NO WARRANTY THAT A USER’S HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE OR SUFFICIENT TO ACCESS THE SITE.

UNIVERSITY OF FASHION’S SOLE LIABILITY FOR ANY BREACH OF THIS STATEMENT WILL BE, IN ITS SOLE AND ABSOLUTE DISCRETION: TO REPLACE THE DEFECTIVE SOFTWARE OR TO ADVISE THE USER HOW TO ACHIEVE SUBSTANTIALLY THE SAME FUNCTIONALITY WITH THE SOFTWARE AS DESCRIBED; OR (C) IF THE ABOVE REMEDIES ARE IMPRACTICABLE, TO REFUND THE FEES PAID FOR ACCESS TO THE OFDVL ON A PRO RATA BASIS. THE USER MUST INFORM UNIVERSITY OF FASHION OF ANY PROBLEM WITH THE OFDVL WITHIN THREE (3) CALENDAR DAYS OF DISCOVERING THE PROBLEM OR UNIVERSITY OF FASHION WILL NOT BE OBLIGATED TO HONOR THE ABOVE DESCRIBED REMEDIES. UNIVERSITY OF FASHION WILL USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR, REPLACE, OR REFUND THE LICENSE FEE PURSUANT TO THE FOREGOING REMEDIES WITHIN THIRTY (30) CALENDAR DAYS OF BEING SO NOTIFIED. IF THE SITE IS SUBJECTED TO ACCIDENT, ABUSE, OR IMPROPER USE; OR IF THE LICENSEE OR USER VIOLATES THE TERMS OF THIS AGREEMENT, THEN THE FOREGOING REMEDIES WILL IMMEDIATELY TERMINATE. THESE REMEDIES WILL NOT APPLY IF THE SITE IS USED ON OR IN CONJUNCTION WITH HARDWARE OR SOFTWARE OTHER THAN THE UNMODIFIED VERSION OF HARDWARE AND SOFTWARE WITH WHICH THE SITE WAS DESIGNED TO BE USED AS DESCRIBED.

UNDER NO LEGAL THEORY, TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) WILL UNIVERSITY OF FASHION OR ANY OF ITS INVESTORS, AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, ERRORS IN THE “HOW-TO” STEPS PROVIDED IN U OF F OFDVL, TRANSCRIPTS AND/OR LESSON GUIDES, LOSS OF PRODUCTIVITY OR CONTRACT, LOSS REVENUE OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES

10.  DISCLAIMERS.

LICENSEE AND USERS ACCESS THIS SITE AT HIS/HER/ITS/THEIR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES AND STATEMENTS SET FORTH IN SECTION 9). ALTHOUGH UNIVERSITY OF FASHION HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, TO USER THAT THE OPERATION OF THE SITE AND OFDVL WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT THE SITE AND OFDVL WILL SATISFY LICENSEE AND/OR USER’S REQUIREMENTS AND/OR THAT THE SITE AND OFDVL WILL OPERATE IN COMBINATION WITH OTHER HARDWARE AND/OR SOFTWARE AND/OR WITH LICENSEE AND/OR USER’S INFORMATION TECHNOLOGY ENVIRONMENT.  U OF F DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY ISSUES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.  USER ACKNOWLEDGES THE OFDVL IS DELIVERED “AS IS”.

WILLYOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM. AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE USE OF THE U OF F SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL UNIVERSITY OF FASHION BE LIABLE FOR ANY DAMAGES IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00) EVEN IF IT WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF UNIVERSITY OF FASHION, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. UNIVERSITY OF FASHION IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.

NO CONSULTANT, DEALER, AGENT, OR EMPLOYEE OF UNIVERSITY OF FASHION IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS.

THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

11.   Third Party Content; Hyperlinks.

You acknowledge that U of F does not pre-screen third party materials. U of F is not the publisher or author of any information on the Site that is provided by third party content providers, and U of F is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and U of F use of the content constitutes neither an endorsement nor a recommendation by U of F of the content. U of F assumes no responsibility for third party content, products or services.

universityoffashion.com may contain links and references to other third party websites and materials. U of F does not assume any responsibility for these websites, the individual business conduct of the individuals or owners of these websites or their materials and provides these links or materials solely for the convenience of Users. U of F does not endorse or otherwise recommend any of these third party websites, references or the products, services or information there offered. U of F may disable any hyperlink to the Site. U of F has the right but not obligation to monitor third party websites and hyperlinks to the Site.

UNIVERSITY OF FASHION MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, UNIVERSITY OF FASHION DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THE SITE.

THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

12.  Copyrights, Trademarks and Other Proprietary Rights.

12.1  Copyright and Trademarks. The OFDVL is the proprietary product of U of F and is protected by copyright and other intellectual property laws.  The OFDVL is licensed and not sold.  You acquire only the right to Access the OFDVL and do not acquire any rights, express or implied, to the OFDVL other than those specified in this License Agreement.  U of F or its third party content providers will retain all worldwide rights to the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything you read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by University of Fashion. Except as expressly stated on the Site or in this License Agreement, nothing that You read or see on the Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of University of Fashion, except as provided in this License Agreement.

If you submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to University of Fashion, Licensee may forfeit its intellectual property rights and moral rights contained in such communication or material.

12.2.  User Feedback.  If a User submits any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to University of Fashion (“Feedback”), User may forfeit his/her/its intellectual property rights and moral rights contained therein. By providing Feedback, You grant U of F under all applicable intellectual property rights owned or controlled by User a non-exclusive, non-transferable, worldwide, perpetual, irrevocable, royalty-free license to use, disclose, copy, publish, license, modify, create derivative works, sublicense, or otherwise distribute and exploit Feedback for the purpose of developing and promoting U of F and any derivatives of U of F.

13.  Indemnification.  You agree to defend, indemnify and otherwise hold harmless U of F and its investors, Officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from Licensee or User’s Prohibited Conduct or other improper or illegal use of the Site, or breach of this License Agreement and/or The Terms of Use.

14.  Security; Authorized Use.  Licensee(s) and Users are prohibited from violating or attempting to violate the security of the Site. U of F has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. U of F may suspend Licensee(s) and Users Access while it conducts an investigation. Users are required to enter a user name (e.g. an email address) and a password to Access the OFDVL or other licensable U of F content, e.g. Transcripts and/or Lesson Guides. To protect against unauthorized Access to Your account, it is recommended that You close Your browser when You have finished using the Site. You are responsible for maintaining the secrecy of Your user name (e.g. email address) and password.

Licensee(s) and Users represent and warrant they you are the person on whose behalf you claim to accept conditions and covenants of this License Agreement; (ii) or, if you are entering into this License Agreement on behalf of a person or entity, you represent and warrant that you have the power and authority to enter into this License Agreement and bind the person or entity; and (iii). You also represent and warrant that You are an adult who is legally able to enter into this License Agreement.

Licensees and Users may not use the account, user name or password of someone else at any time. Licensees and Users agree to notify U of F immediately of any unauthorized use or loss of your account, user name, email address and/or password.  You also agree to notify U of F immediately if you are aware of or suspect other unauthorized use of the Site and/or the Site content. UNIVERSITY OF FASHION WILL NOT BE LIABLE FOR ANY LOSS THAT LICENSEES AND USERS INCUR AS A RESULT OF SOMEONE ELSE USING LICENSEES AND USERS’ USER NAME (E.G. EMAIL ADDRESS) AND/OR PASSWORD WITH OR WITHOUT YOUR KNOWLEDGE. YOU MAY BE HELD LIABLE FOR ANY LOSSES INCURRED BY UNIVERSITY OF FASHION, ITS INVESTORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS OR REPRESENTATIVES DUE TO SOMEONE ELSE’S USE OF YOUR ACCOUNT, USER NAME (E.G. EMAIL ADDRESS) OR PASSWORD.

If you want to change your password, log in with your current user name and password, click “Edit Profile” on the right side of the page, then change your password and click “Save all Changes.” If you need other assistance, click the Contact link on the U of F Home Page and make your request. U of F Customer Service will respond to your request shortly.

15.  Termination of License AgreementIn addition to University of Fashion’s other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. University of Fashion may also terminate Access to the Site and/or OFDVL or licenses to the OFDVL without notice if it believes, in its sole judgment, that Licensee or its Users have breached or may breach any term or condition of this License Agreement, or engage in conduct that U of F deems inappropriate.

In the event of termination of this License Agreement, the provisions in this Section and the provisions found in Sections 2, 5.2, 6, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18 and any other definitions contained in this License Agreement to the extent necessary for interpretation of this License Agreement  will survive in perpetuity. Each Licensee’s obligation to pay outstanding license fees will survive any termination of this License Agreement.

16.  Privacy Policy.  U of F values its Licensees and Users’ trust. In order to honor that trust, all of University of Fashion’s employees are required to adhere to ethical standards in gathering, using, and safeguarding any personal information provided through the Site. Click the “Privacy” link on the bottom of the U of F Home page for more information on the University of Fashion’s Privacy Policy.

17.  Miscellaneous.  This License Agreement constitutes the entire agreement between U of F Licensee(s) and User(s) regarding the subject matter hereof. Any previous agreement, whether oral or written, between U of F and Licensee(s) and User(s) dealing with the subject matter hereof is superseded. This License Agreement may only be modified or amended in writing. If any portion of this License Agreement is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions will continue in full force and effect. Upon Licensee(s) or User(s)’s breach or threatened breach of this License Agreement, U of F may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. University of Fashion’s remedies are cumulative and not exclusive. Failure of U of F to exercise any remedy or enforce any portion of this License Agreement at any time will not operate as a waiver of any remedy or of the right to enforce any portion of the License Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this License Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, User signs for and accepts this shortening of the statutes of limitations. U of F makes no representation that the content of the Site is appropriate or available for use in all locations. U of F operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign Your rights or delegate Your duties under this License Agreement. The parties agree that no third party is an intended beneficiary of this License Agreement. U of F cannot provide notifications via post, only via e-mail.

18.  Governing Law; Dispute Resolution; Forum and Venue.  This License Agreement and any claim or action related to or arising from this License Agreement or content on the Site will be governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between You and U of F will be finally resolved through binding arbitration in Santa Clara County, California. The arbitration will be conducted by one (1) arbitrator who is a retired judge. The parties will conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the California Superior Court, County of Santa Clara or the United States District Court for the Northern District of California. The parties will share equally the costs of the arbitrator, arbitration body and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party will have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the California Superior Court, County of Santa Clara or the United States District Court for the Northern District of California for any equitable claim or other action related to or arising from this License Agreement. Each party will bear his/her/its own expenses and attorneys’ fees related to any arbitration, claim or action.

UNIVERSITY OF FASHION® GROUP END-USER LICENSE AGREEMENT

EFFECTIVE DATE:  January 1, 2016

PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING THE UNIVERSITY OF FASHION® ONLINE FASHION DESIGN VIDEO LIBRARY™ (“OFDVL”™ AS FURTHER DEFINED BELOW). THIS UNIVERSITY OF FASHION GROUP END-USER LICENSE AGREEMENT (“GROUP EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND UNIVERSITY OF FASHION, ITS SUBSIDIARIES (“U of F”), AND ITS THIRD PARTY LICENSORS. BY ACCESSING THE OFDVL YOU ACCEPT AND AGREE TO ALL OF THE CONDITIONS AND COVENANTS IMPOSED IN THIS GROUP EULA. IF YOU DO NOT AGREE TO THE LICENSE CONDITIONS AND COVENANTS IN THIS GROUP EULA, YOU MAY NOT ACCESS THE OFDVL.

YOUR USE IS CONDITONED UPON YOUR COMPLIANCE WITH THIS GROUP EULA. IF YOU BREACH ANY OF THE TERMS CONDITIONS OR COVENANTS OF THIS GROUP EULA, YOUR LICENSE TO USE THE OFDVL WILL IMMEDIATELY TERMINATE AND YOUR GROUP’s LIMITED LICENSE, UNDER U OF F’s YEARLY GROUP VIDEO SUBSCRIPTION LICENSE PLAN, TO THE OFDVL WILL TERMINATE IMMEDIATELY AS WELL.

YOU ALSO AGREE TO REVIEW THIS GROUP EULA PERIODICALLY TO BE AWARE OF MODIFICATIONS TO IT, WHICH MODIFICATIONS UNIVERSITY OF FASHION MAY MAKE AT ANY TIME IN ITS SOLE DISCRETION. YOUR CONTINUED USE OF THE OFDVL WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED GROUP EULA CONDITIONS AND COVENANTS.

USE OF THE OFDVL IS THROUGH A LIMITED LICENSE TO YOU AS DEFIINED HEREIN.  ACCESSING AND USE OF THE OFDVL THROUGH THIS GROUP EULA IS NOT A PURCHASE TO OWN THE CONTENT OF THE OFDVL, IT IS ONLY A LIMITED LICENSE TO ACCESS THE OFDVL AS DESCRIBED BELOW.  ALL CONTENT OF THE OFDVL IS LICENSED, NOT SOLD. U OF F IS THE SOLE AND EXCLUSIVE OWNER OF THE OFDVL CONTENT.

THIS LIMITED LICENSE IS ONLY FOR YOUR USE OF THE OFDVL.  YOUR USE OF OTHER AREAS OF THE SITE WILL BE DEEMED AS YOUR ACCEPTANCE TO THE TERMS OF USE LOCATED ON THE UNIVERSITY OF FASHION HOME PAGE. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF USE AND THIS GROUP EULA, THE TERMS OF THIS GROUP EULA WILL TAKE PRECEDENCE.

  1.   Contact Information.

If you have any questions or desire to contact the University of Fashion, click the “Contact” link on the top of the University of Fashion Home page and fill out the form displayed.

  1.   Definitions. Capitalized terms not otherwise defined will have the meanings specified in this Section 2.

▪       “Access(es)” or “Accessing” means accessing, using or viewing the content or otherwise obtaining information from the OFDVL as permitted under the conditions and covenants of this GROUP  EULA.

▪       “GROUP EULA” refers to this University of Fashion GROUP End User License Agreement and the conditions and covenants herein and any subsequent modifications.

▪       GROUP” means a group of 2 or more people, e.g. a Company, Library, Sewing Club or School as applicable

▪       “Home Page” is the first page You see after first entering the U of F website.

▪       “Lesson Guides” refers to step-by-step, pictorial and written documents prepared by or for U of F to provide non-video summarizations of particular videos in the OFDVL.

▪       “Organization” means an organization other than a School that has entered into a Licensed Content Agreement with U of F for access to the OFDVL where You are a member, customer and/or employee.

      “Online Fashion Design Video Library™” or “OFDVL™” means the U of F database of videos, other audio-visual content, Transcripts, Lesson Guides and other content on the U of F website, accessible by user identification and password.

▪       “School” means the teaching institution where You are a student or employee.

▪       “Site” means the U of F proprietary website maintained on the World Wide Web under the URL of universityoffashion.com, available at http://www.universityoffashion.com or through Your GROUP, and includes the OFDVL.

▪       “Transcript(s)” means the words, converted to written format, used by the Instructor or narrator associated with any of the videos in the OFDVL.

▪       “University of Fashion” and “U of F” refers to University of Fashion, Inc., a California corporation.

▪       “universityoffashion.com” is the website representing the proprietary and business interests of University of Fashion, Inc.

  1.   Modification of Terms. University of Fashion reserves the right to modify the terms and conditions of this GROUP EULA at any time. You should look at the terms regularly. U of F will post notice of modifications to these terms on this page, generally by changing the Effective Date at the top of this EULA. Except as otherwise stated herein, any change to the terms and conditions is effective immediately. You agree to check the Site and the OFDVL periodically for changes to the conditions and covenants of this GROUP EULA. Any use of the OFDVL after changes have been made will be deemed Your acceptance of those changed terms and conditions. If you do not agree to the modified terms, You must discontinue Your use of the OFDVL.

  1.   Limited License. Subject to, and conditioned upon Your compliance with, the terms and conditions of this GROUP EULA and Your GROUP’s compliance with the terms and conditions contained in Your GROUP’s limited license with the U of F, the University of Fashion, Inc. grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferable license in the State of New York (“NY”), to Access the content and information available in the OFDVL solely for (i)  Your  non-commercial, personal end use, relating to Your education activities at the School if you are a School User, or (ii) Your personal use as the end user if you are an Organization User. Under this GROUP EULA the OFDVL may only be Accessed by You directly through the Site or via other methods mutually agreed to between Your GROUP and U of F.  The content of the OFDVL may not be downloaded, filmed or copied in any manner whatsoever.  A breach of any of the conditions or covenants of this GROUP EULA by You may result in the immediate termination of Your and Your GROUP’s rights to access the OFDVL granted herein.

  1. Term. Unless otherwise terminated as set forth herein, this GROUP EULA and Your license to access the OFDVL will terminate simultaneously with your GROUP’s separate limited license with U of F.  It is Your responsibility to know when Your GROUP’s limited license with U of F expires or is terminated. Once Your GROUP’s limited license expires or is terminated, You will cease use of the OFDVL and will no longer have Access to the OFDVL under this GROUP EULA.

 

  1. Reporting of Non-compliance. You will immediately inform Your GROUP’s U of F license plan administrator if You become aware of any acts of non-compliance to this GROUP EULA or the Terms of Use located at the U of F Home Page. By Accessing the OFDVL, You accept and agree that all of Your activities regarding Your use of the OFDVL may be investigated by Your GROUP and/or U of F to confirm, to U of F satisfaction, that You are adhering to the terms and conditions of this GROUP EULA.   You agree to cooperate with Your GROUP and/or U of F during such investigations. You accept and agree that You may occasionally be unable to Access the U of F site due to technical or other problems.

  1.   Access to the OFDVL. U of F strives to provide its OFDVL to You on a continuous basis. To that end, U of F will take commercially reasonable steps to provide uninterrupted Access to the OFDVL to You.  However, from time to time, You may be unable to Access the OFDVL due to conditions that are beyond U of F control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, or the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to U of F or Your software issues, server downtime, increased Internet traffic, programming errors, regular maintenance of the U of F system, and the like. In response to any unavailability of the OFDVL to You, U of F will take commercially reasonable steps to ensure Access is restored within a reasonable period of time. The term “commercially reasonable,” as used in this GROUP EULA, will mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

  1.   License Restrictions. You expressly warrant and represent You will not engage in, either personally or through an agent, any of the following acts (collectively and individually, “Prohibited Conduct”):
  • Transmit, install, upload or otherwise transfer any virus, advertisement, communication, and/or other item or process to the Site that in any way affects the use, enjoyment or service of the Site, or adversely affects University of Fashion or universityoffashion.com’s business, computers, servers or databases.
  • Allow unauthorized users to access and/or to copy or attempt to copy any OFDVL content.
  • Capture, download, film, save, upload, print and/or otherwise retain information and content available on the Site other than what is expressly allowed by this GROUP EULA.
  • Permit or provide others Access to the OFDVL using Your user name, email address and/or password or the name, email and/or password of another authorized licensed GROUP user or any other method that enables non-licensees Access to the U of F OFDVL.
  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the videos, software, information, text, graphics, source code and/or HTML code, or other content available on the Site.
  • Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.
  • Transfer the Site content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to the Site content; or “deep link” to the Site content.
  • Violate or attempt to violate universityoffashion.com security mechanisms, Access any data or server to which You are not authorized to Access and/or otherwise breach the security of the Site and/or corrupt the Site in any way.
  • Engage in any other conduct which violates the Copyright Act or other laws of the United States.
  • Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other licensees of the Site, the Site or U of F, except for online search facilitation through services such as Google™.
  • Use the Site to violate U of F’s and/or any third party’s reputation, intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of U of F’s or a third party’s intellectual property rights.
  • Misrepresent Your identity or personal information when Accessing the Site; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by University of Fashion or universityoffashion.com.
  • Post obscene, harassing, defamatory, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to criminal or civil liability.
  • Advertise or otherwise solicit funds, goods or services on the Site, unless formally agreed to by a current contract, signed by a U of F Officer.
  • Provide any commercial hosting service with Access to the Site and/or to the content on the Site.

To ensure You do not engage in Prohibited Conduct, U of F reserves the right to monitor use of the Site and reserves the right to terminate Your license or deny Access to the Site, including the OFDVL, if Your use of the OFDVL suggests, at U of F sole discretion, Prohibited Conduct. Access of the content available in the OFDVL beyond that of normal patterns of use that suggests systematic copying of the materials or exceeding Access granted in this GROUP EULA constitutes a breach of the conditions and covenants of this GROUP EULA and will result in the immediate termination of license obtained hereunder and denial of Access to the OFDVL, in addition to, and not in lieu of, all other remedies available to U of F. The terms “normal patterns” and “abuse” will be determined solely by U of F. You agree not to violate any U.S., foreign or international sales tax, software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.

  1.   Limitation of Liability.

EXCEPT FOR ACCESS DOWNTIME, UNIVERSITY OF FASHION STATES THE U OF F SOFTWARE THAT ALLOWS USERS TO ACCESS THE OFDVL (“SOFTWARE”), IF OPERATED AS DIRECTED WILL SUBSTANTIALLY ACHIEVE THE FUNCTIONALITY DESCRIBED ON THE SITE. UNIVERSITY OF FASHION PROVIDES NO WARRANTY THAT YOUR HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE OR SUFFICIENT TO ACCESS THE OFDVL.

UNIVERSITY OF FASHION’S SOLE LIABILITY FOR ANY BREACH OF THIS STATEMENT WILL BE, IN ITS SOLE AND ABSOLUTE DISCRETION: TO REPLACE THE DEFECTIVE SOFTWARE OR TO ADVISE YOU OF HOW TO ACHIEVE SUBSTANTIALLY THE SAME FUNCTIONALITY WITH THE SOFTWARE AS DESCRIBED. YOU MUST INFORM YOUR GROUP’S U OF F LICENSE PLAN ADMINISTRATOR OF ANY PROBLEM WITH THE OFDVL WITHIN THREE (3) CALENDAR DAYS OF DISCOVERING THE PROBLEM OR UNIVERSITY OF FASHION WILL NOT BE OBLIGATED TO HONOR THE ABOVE DESCRIBED REMEDIES. UNIVERSITY OF FASHION WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE REPAIRS PURSUANT TO THE FOREGOING REMEDIES WITHIN THIRTY (30) CALENDAR DAYS OF BEING SO NOTIFIED. IF THE SITE IS SUBJECTED TO ACCIDENT, ABUSE, OR IMPROPER USE; OR IF YOU VIOLATE THE TERMS OF THIS GROUP EULA, THEN THE FOREGOING REMEDIES WILL IMMEDIATELY TERMINATE. THESE REMEDIES WILL NOT APPLY IF THE SITE IS USED ON OR IN CONJUNCTION WITH HARDWARE OR SOFTWARE OTHER THAN THE UNMODIFIED VERSION OF HARDWARE AND SOFTWARE WITH WHICH THE SITE WAS DESIGNED TO BE USED AS DESCRIBED.

UNDER NO LEGAL THEORY, TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) WILL UNIVERSITY OF FASHION OR ANY OF ITS INVESTORS, AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, ERRORS IN THE “HOW-TO” STEPS PROVIDED IN U OF F OFDVL, TRANSCRIPTS AND/OR LESSON GUIDES, LOSS OF PRODUCTIVITY OR CONTRACT, LOSS REVENUE OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES.

  1.  DISCLAIMERS.

YOU WILL ACCESS THIS SITE AT YOUR    OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE STATEMENTS SET FORTH IN SECTION 9). ALTHOUGH UNIVERSITY OF FASHION HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE OFDVL, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, TO YOU THAT THE OPERATION OF THE SITE AND OFDVL WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT THE SITE AND OFDVL WILL SATISFY YOUR REQUIREMENTS AND/OR THAT THE SITE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE AND/OR SOFTWARE AND/OR WITH YOUR INFORMATION TECHNOLOGY ENVIRONMENT.  U OF F DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY ISSUES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.  YOU ACKNOWLEDGE THE OFDVL IS DELIVERED “AS IS”.

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM. AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE USE OF THE U OF F SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL UNIVERSITY OF FASHION BE LIABLE FOR ANY DAMAGES IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00) EVEN IF IT WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF UNIVERSITY OF FASHION, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. UNIVERSITY OF FASHION IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.

NO CONSULTANT, DEALER, AGENT, OR EMPLOYEE OF UNIVERSITY OF FASHION IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS.

THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

  1.   Third Party Content; Hyperlinks.

You acknowledge that U of F does not pre-screen third party materials. U of F is not the publisher or author of any information on the Site that is provided by third party content providers, and U of F is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and U of F use of the content constitutes neither an endorsement nor a recommendation by U of F of the content. U OF F ASSUMES NO RESPONSIBILITY FOR THIRD PARTY CONTENT, PRODUCTS OR SERVICES.

universityoffashion.com may contain links and references to other third party websites and materials. U of F does not assume any responsibility for these websites, the individual business conduct of the individuals or owners of these websites or their materials and provides these links or materials solely for Your convenience. U of F does not endorse or otherwise recommend any of these third party websites, references or the products, services or information there offered. U of F may disable any hyperlink to the Site. U of F has the right, but not the obligation, to monitor third party websites and hyperlinks to the Site.

UNIVERSITY OF FASHION MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, UNIVERSITY OF FASHION DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THE SITE.

THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

  1.  Copyrights, Trademarks and Other Proprietary Rights.

The OFDVL is the proprietary product of U of F and is protected by copyright and other intellectual property laws.   You acquire only the right to Access the OFDVL and do not acquire any rights, express or implied, to the OFDVL other than those specified in this GROUP EULA.  U of F or its third party content providers will retain all worldwide rights to the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything you read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by University of Fashion. Except as expressly stated on the Site or in this GROUP EULA, nothing that You read or see on the Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of University of Fashion, except as provided in this GROUP EULA.

  1. Feedback. If You submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to University of Fashion (“Feedback”), You may forfeit Your intellectual property rights and moral rights contained therein. By providing Feedback, You grant U of F under all applicable intellectual property rights owned or controlled by You a non-exclusive, non-transferable, worldwide, perpetual, irrevocable, royalty-free license to use, disclose, copy, publish, license, modify, create derivative works, sublicense, or otherwise distribute and exploit Feedback for the purpose of developing and promoting U of F and any derivatives of U of F.

  1.  Indemnification. You agree to defend, indemnify and otherwise hold harmless U of F and its investors, officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from Your Prohibited Conduct or other improper or illegal use of the Site, or breach of this GROUP EULA.

  1.  Security; Authorized Use. You are prohibited from violating or attempting to violate the security of the Site. U of F has the right, but not the obligation, to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. U of F may suspend Your Access while it conducts an investigation. You are required to enter a user name (e.g. an email address) and a password to Access the OFDVL or other licensable U of F content, e.g. Transcripts and/or Lesson Guides. To protect against unauthorized Access to Your account, it is recommended that You close Your browser when You have finished using the Site. You are responsible for maintaining the secrecy of Your user name and password.

You represent and warrant that You are the person on whose behalf You claim to accept conditions and covenants of this GROUP EULA and You are an adult who is legally able to enter into this GROUP EULA.

You may not use the account, user name or password of someone else at any time. You agree to notify U of F immediately of any unauthorized use or loss of Your account, user name, email address and/or password.  You also agree to notify U of F immediately if you are aware of or suspect other unauthorized use of the Site and/or the Site content. UNIVERSITY OF FASHION WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR USER NAME AND/OR PASSWORD WITH OR WITHOUT YOUR KNOWLEDGE. YOU MAY BE HELD LIABLE FOR ANY LOSSES INCURRED BY UNIVERSITY OF FASHION, ITS INVESTORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS OR REPRESENTATIVES DUE TO SOMEONE ELSE’S USE OF YOUR ACCOUNT, USER NAME  OR PASSWORD.

  1.  Termination.

In addition to University of Fashion’s other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. University of Fashion may also terminate Access to the Site and/or OFDVL without notice if it believes, in its sole judgment, that You or Your GROUP have breached or may breach any term or condition of this GROUP EULA and as to Your GROUP, may breach of have breached a term or condition of Your GROUP’s limited license with U of F, or may engage of have engaged in conduct that U of F deems inappropriate.

In the event of expiration or termination of this GROUP EULA, the terms and conditions set forth in all capitalized letters at the beginning of this GROUP EULA, Sections 2, 8, 9, 10, 11, 12, 13, 14, 16, 18, 19, and all definitions contained in this GROUP EULA to the extent necessary for interpretation of this GROUP EULA, will survive in perpetuity. Each Licensee’s obligation to pay outstanding license fees, if any, will survive any termination of this GROUP EULA.

  1.  Privacy Policy. U of F values Your trust. In order to honor that trust, all of University of Fashion’s employees are required to adhere to ethical standards in gathering, using, and safeguarding any personal information provided through the Site. Click the “Privacy Policy” link on the bottom of the U of F Home page for more information on the University of Fashion’s Privacy Policy.

  1.  Governing Law; Dispute Resolution; Forum and Venue. This GROUP EULA and any claim or action related to or arising from this GROUP EULA or content on the Site will be governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between You and U of F will be finally resolved through binding arbitration in Santa Clara County, California. The arbitration will be conducted by one (1) arbitrator who is a retired judge. The parties will conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the California Superior Court, County of Santa Clara or the United States District Court for the Northern District of California. The parties will share equally the costs of the arbitrator, arbitration body and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party will have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the California Superior Court, County of Santa Clara or the United States District Court for the Northern District of California for any equitable claim or other action related to or arising from this GROUP EULA. Each party will bear his/her/its own expenses and attorneys’ fees related to any arbitration, claim or action.

  1.  Miscellaneous. This GROUP EULA constitutes the entire agreement between U of F and You regarding the subject matter hereof. Any previous agreement, whether oral or written, between U of F and You dealing with the subject matter hereof is superseded. This GROUP EULA may only be modified or amended by U of F. If any portion of this GROUP EULA is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions will continue in full force and effect. Upon Your or Your GROUP’s breach or threatened breach of this GROUP EULA or Your GROUP’s limited license agreement with U of F, as applicable, U of F may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. University of Fashion’s remedies are cumulative and not exclusive. Failure of U of F to exercise any remedy or enforce any portion of this GROUP EULA or Your GROUP’s limited license agreement with U of F, as applicable at any time will not operate as a waiver of any remedy or of the right to enforce any portion of this GROUP EULA or Your GROUP’s limited license agreement with U of F at any time thereafter. You agree that regardless of any statute or law to the contrary, any claim by You or action arising out of or regarding this GROUP EULA must be filed by You within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, You sign for and accept this shortening of the statutes of limitations. U of F makes no representation that the content of the Site is appropriate or available for use in all locations. U of F operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign Your rights or delegate Your duties under this GROUP EULA. The parties agree that no third party is an intended beneficiary of this GROUP EULA. U of F cannot provide notifications via U.S post, only via e-mail or on the U of F website as set forth in this GROUP EULA.

Document 13-10, Rev 160101