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Group End-User License Agreement

UNIVERSITY OF FASHION® GROUP END-USER LICENSE AGREEMENT

 PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING ANY UNIVERSITY OF FASHION® (“UoF”) CONTENT, AS FURTHER DEFINED UNDER “DEFINITIONS” AND ELSEWHERE BELOW. THIS UNIVERSITY OF FASHION GROUP END-USER LICENSE AGREEMENT (“GROUP EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND UNIVERSITY OF FASHION, ITS SUBSIDIARIES AND ITS THIRD-PARTY LICENSORS. BY ACCESSING UoF CONTENT, WHETHER YOU ARE ACCESSING IT FROM A GROUP SITE OR FROM UoF’s SITE AT WWW.UNIVERSITYOFFASHION.COM, YOU ACCEPT AND AGREE TO ALL THE CONDITIONS AND COVENANTS IMPOSED IN THIS GROUP EULA AS WELL AS THE UoF TERMS & CONDITIONS OF USE (LOCATED BY CLICKING A LINK LABELED “TERMS OF USE” AT THE BOTTOM OF THE SITE). IF YOU DO NOT AGREE TO THE LICENSE CONDITIONS AND COVENANTS IN THIS GROUP EULA, YOU MAY NOT ACCESS UoF CONTENT.

YOUR USE IS CONDITIONED UPON YOUR COMPLIANCE WITH THIS GROUP EULA. IF YOU BREACH ANY OF THE TERMS, CONDITIONS OR COVENANTS OF THIS GROUP EULA, YOUR LIMITED LICENSE TO ACCESS AND USE UoF CONTENT WILL IMMEDIATELY TERMINATE AND YOUR GROUP’S GROUP LIMITED LICENSE TO ACCESS UoF CONTENT MAY TERMINATE IMMEDIATELY AS WELL.

YOU 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 UoF CONTENT WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED GROUP EULA CONDITIONS AND COVENANTS.

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

IN THE EVENT OF A CONFLICT BETWEEN THE TERMS & CONDITIONS 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 Site, fill out the form displayed and click Send. However, if you are Accessing UoF Content through a Group Site, you should contact your Group Administrator first and let your Group Administrator resolve the issue before contacting UoF directly.

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 Group EULA, accessing, using or viewing the UoF Content or otherwise obtaining information from UoF Content as permitted in this Group EULA.
  • “Account” means a database record accessible by UoF and/or your Group Administrator evidencing your status as an End-User that includes one or more fields uniquely identifying you, e.g. your name, email address and/or Login Credentials.
  • “Agreement” means this Group EULA and the conditions and covenants herein and any subsequent modifications.
  • “Closed Captions” are readable words shown as textual overlays appearing on top of and synchronized in time with the moving or static images in a video to give viewers a non-auditory way to comprehend what the people speaking in the video are saying.
  • “Croquis” are rough preliminary drawings to which an End-User can add additional textual or graphical information.
  • “Downloadable Materials” means any electronic files that Site or Group Site allows you to download and store on your computer after you successfully log in and authenticate yourself with Login Credentials or other means of authentication allowed by the terms of your Group’s Group Limited License.
  • “End-User” means anyone permitted by both UoF and a Group Administrator to Access UoF Content under an effective Group Limited License.
  • “Group” means 2 or more people, including as examples, but not limited to, a company, a library, a sewing club, a school or 2 or more Individuals that have joined together for purposes of Accessing UoF Content as a Group, as applicable, that has entered into a Group Limited License with UoF.
  • “Group Administrator” means a person identified by a Group that has signed a Group Limited License as a person responsible for representing your Group and its End-Users regarding an applicable Group Limited License.
  • “Group Content License” is a license sold by UoF to a Group permitting the Group and its End-Users, under defined terms and conditions, to Access UoF Content.
  • “Group EULA” refers to this University of Fashion Group End-User License Agreement and the conditions and covenants herein and any subsequent modifications.
  • “Group Limited License” is a Group Content License, a Group Reference Resource License and/or an Online Education License, as applicable, that your Group and UoF mutually signed that permits you to Access UoF Content as an End-User.
  • “Group Reference Resource License” is a license sold by UoF to a Group permitting the Group and its End-Users, under defined terms and conditions, to Access UoF Content.
  • “Group Site” means any website, learning management software application or service or any other means of Access that a UoF-licensed Group controls, in whole or in part, that enables that Group’s End-Users to remotely Access and use UoF Content under the terms and covenants of a Group Limited License. For example, if a Group has an Online Education License and directs its registered online students to a particular website where the students can then access UoF Content, e.g. UoF video lessons, then that particular website is a Group Site per this definition.
  • “Individual” means any one person.
  • “Lesson Guide(s)” is/are summaries of UoF video lessons in storyboard form, i.e. a series of still pictures showing individual static images of the action shown in a UoF video lesson, in sequential order, with the words spoken by the instructor or narrator in readable text form beneath or to the side of each image.
  • “License Agreement” means this Group EULA and the conditions and covenants herein and any subsequent modifications.
  • “Limited License” is the license granted in Section 4, below, permitting you to Access UoF Content under the terms and conditions of this Agreement and any subsequent modifications.
  • “Login Credentials” are any usernames, passwords, characters, symbols and/or email addresses required to Access to UoF Content as permitted under the conditions and covenants of this Group EULA.
  • “Online Education License” is a license sold by UoF to a Group permitting the Group and its End-Users, under defined terms and conditions, to Access UoF Content.
  • “UoF Content” or “Content” means any content on the UoF Site including all UoF videos, video lessons and video lesson previews, Transcripts, Closed Captions, Lesson Guides, Croquis, Downloadable Materials and any other content displayed or provided on the Site.
  • “Site” means the University of Fashion internet site at https://www.UniversityofFashion.com, its sub-pages and all information and UoF Content thereon that represents the proprietary and business interests of University of Fashion, Inc.
  • “Transcript” means the words in readable text form that are spoken by the people speaking in any video included in UoF Content.
  • “UoF Officer(s)” means the Executive Chairman, CEO, President, Vice President, CCO, CFO or CMO employed by UoF.
  • “University of Fashion”, “University of Fashion, ” and “”UoF” refers to University of Fashion, Inc., a California corporation.
  • “User(s)” mean(s) a person, Group, entity or entities, including a licensed Group’s End-Users if applicable, that has/have a license, e.g. a Monthly Single-User Video Subscription License, a Yearly Single-User Video Subscription License, a Free Member License, a Group Content License, a Group Reference Resource License, a Group EULA or an Online Education License, to Access UoF Content.

3.   Modification of Terms.

University of Fashion reserves the right to modify the terms and conditions of this Group EULA at any time. UoF regularly posts modifications to these terms which can be accessed and read by clicking the link labeled “Terms of Use” appearing on the bottom of the Site, then clicking the link labeled “Group End-User License Agreement”. Except as otherwise stated herein, any change to the terms and conditions of this Group EULA is effective immediately. You agree to check the Site periodically for changes to the conditions and covenants of this Group EULA. Any access or use of UoF Content after changes to this Group EULA have been made will be deemed your acceptance of all changed terms and conditions. If you do not agree to the modified terms, you must discontinue your access and use of UoF Content.

4.   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 Group Limited License, the University of Fashion, Inc. grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license in the State of California (“CA”) to Access and use UoF Content solely for your  non-commercial, educational, personal end use. Under this Group EULA, UoF Content may only be Accessed by you directly through the Site, Group Site or via any other methods mutually agreed to between UoF and your Group.  Except for when expressly permitted on the Site, Group Site or via any other methods of Access mutually agreed to between UoF and your Group, as applicable, UoF Content may not be downloaded. Under no circumstances can UoF Content be filmed, screen-grabbed, captured or copied in any manner whatsoever. Your breach of any of the conditions or covenants of this Group EULA will result in the immediate termination of your rights to Access UoF Content granted herein and may result in the termination of your Group’s Limited License, too.

5.  Term.

Unless otherwise terminated as set forth herein, this Group EULA and your Limited License to access UoF Content will terminate simultaneously with your Group’s separate, applicable Group Limited License with UoF.  It is your responsibility to know when Your Group’s applicable Group Limited License with UoF expires or is terminated. Once your Group’s applicable Group Limited License expires or is terminated, you must cease any use UoF Content and will no longer have Access to UoF Content under this Group EULA.

Contact you Group Administrator directly and immediately if your Access ceases unexpectedly at any time.

6.  Reporting of Non-compliance.

You shall immediately inform your Group’s Group Administrator if you become aware of any acts of non-compliance to this Group EULA or the UoF Terms & Conditions of Use (the latter which is located and can be read by clicking a link labeled “Terms of Use” at the bottom of the Site and then clicking a link labeled “Terms & Conditions of Use”). By Accessing UoF Content , you accept and agree that all your activities regarding your use of UoF Content may be investigated by your Group and/or UoF to confirm, to UoF satisfaction, that you are adhering to the terms and conditions of this Group EULA.   You agree to cooperate with your Group and/or UoF during such investigations. You accept and agree that you may occasionally be unable to Access the Site and/or Group Site due to technical or other problems.

7.   Access to UoF Content.

UoF strives to provide its UoF Content to you on a continuous basis. To that end, UoF will take commercially reasonable steps to provide uninterrupted Access to UoF Content to you.  However, from time to time, you may be unable to Access UoF Content due to conditions that are beyond UoF control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, technical failures in your Group’s system for providing Access to all or parts of UoF Content or the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to UoF’s, your Group’s or your own software issues, server downtime, increased Internet traffic, programming errors, regular maintenance of UoF’s or your Group’s IT systems, and the like. In response to any unavailability of UoF Content to you, unless such failure is due to a problem within your Group’s IT system, UoF 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 UoF time, resources, personnel or money.

UoF also strives to provide the highest quality content to its Group licensees and End-Users. To that end, UoF reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of UoF Content in whole or in part, including, without limitation, the content, availability, Access, pricing and/or the conditions and covenants of this License Agreement. Such changes, modifications, additions or deletions will be effective immediately upon posting such changes on the Site and/or in the documents accessible via the link on the bottom of the Site labeled “Terms of Use”. You are solely responsible for ensuring that you have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for successfully Accessing UoF Content.

8.   License Restrictions.

You expressly warrant and represent that 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 and/or Group Site that in any way affects other people’s use or enjoyment of the Site and/or Group Site, or that adversely affects UoF’s business, computers, servers or databases;
  • Allow anyone to access and/or to copy or attempt to copy any UoF Content;
  • Capture, download, film, save, upload, print and/or otherwise retain information and content available on the Site and/or Group Site other than what is expressly allowed by this Group EULA;
  • Permit or provide to anyone with Access to UoF Content using your Login Credentials or the Login Credentials of another authorized End-User or any other method that enables anyone besides yourself to Access to UoF Content;
  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any UoF Content, including the videos, audio, software, information, text, graphics, source code and/or HTML code or any other UoF Content available on the Site and/or Group Site;
  • Remove or modify any copyright, trademark, legal notices, or other proprietary notations from UoF Content available on the Site and/or Group Site;
  • Transfer UoF Content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to UoF Content ; or “deep link” to UoF Content;
  • Violate or attempt to violate Site and/or Group Site security mechanisms, Access any UoF Content on the Site or Group Site or access any server that you are not authorized to Access and/or otherwise breach the security of the Site and/or Group Site and/or corrupt the Site and/or Group 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 and/or UoF Content on the Site and/or Group Site, except for online search facilitation through services such as Google;
  • Use the Site or Group Site to violate UoF’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 UoF’s or a third party’s intellectual property rights;
  • Misrepresent An End-User’s or anyone else’s identity or personal information when Accessing or attempting to Access the Site; forge any TCP/IP packet header or any part of the header information in any email so that the email appears to be generated by University of Fashion or that it comes from the email or website domain, universityoffashion.com;
  • Post or transmit obscene, harassing, defamatory, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site and/or associated with UoF Content on the Group 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 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’s infrastructure, as determined solely by University of Fashion;
  • Redeliver any UoF Content using “framing”, hyperlinks, or other technology without University of Fashion’s express written permission;
  • Advertise or otherwise solicit funds, goods or services on the Site and/or Group Site, unless formally agreed to by a current contract, signed by a UoF Officer;
  • Provide any commercial hosting service with Access to the Site, to UoF Content on the Site and/or to UoF Content on the Group Site;
  • Use any device or technology to provide repeated automated attempts to access password-protected portions of the Site or Group Site.

To ensure that you do not engage in Prohibited Conduct, UoF reserves the right to monitor your use of the Site and/or Group Site and reserves the right to terminate your license or deny Access to the Site and/or Group Site, including to UoF Content, if your use of the Site, Group Site and/or UoF Content suggests, at UoF sole discretion, Prohibited Conduct. Access or use of UoF Content outside of normal patterns of use that suggests systematic copying of the materials exceeding Access granted in this Group EULA and/or other Prohibited Conduct or any other Site and/or Group Site abuse constitutes a breach of the conditions and covenants of this Group EULA and will result in the immediate termination of the license obtained hereunder and denial of Access to UoF Content, in addition to, and not in lieu of, all other remedies available to UoF. The terms “normal patterns” and “abuse” will be determined solely by UoF. 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.

9.   Limitation of Liability.

UNIVERSITY OF FASHION PROVIDES NO WARRANTY THAT THE FUNCTIONALITY OF YOUR GROUP’S GROUP SITE WILL BE ACCEPTABLE TO YOU.

EXCEPT FOR ACCESS DOWNTIME, UNIVERSITY OF FASHION STATES THAT THE UoF SOFTWARE THAT ALLOWS END-USERS TO ACCESS UoF CONTENT ON THE UoF SITE (“SOFTWARE”) WILL, IF OPERATED AS DIRECTED, 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 UoF CONTENT.

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 AS TO HOW TO ACHIEVE SUBSTANTIALLY THE SAME FUNCTIONALITY WITH THE SOFTWARE AS DESCRIBED. YOU MUST INFORM YOUR GROUP ADMINISTRATOR OF ANY PROBLEM WITH THE SITE OR UoF CONTENT 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 UoF VIDEO INSTRUCTIONAL STEPS OR ANY OTHER INFORMATION PROVIDED IN UoF CONTENT, LOSS OF PRODUCTIVITY OR CONTRACT, LOST REVENUE OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES.

10.  DISCLAIMERS.

YOU WILL ACCESS THE 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 IN UoF CONTENT, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, TO YOU THAT THE OPERATION OF THE SITE, THE GROUP SITE AND/OR UoF CONTENT WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT THE SITE, GROUP SITE AND/OR UoF CONTENT WILL SATISFY YOUR REQUIREMENTS AND/OR THAT THE SITE AND/OR GROUP SITE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE AND/OR SOFTWARE AND/OR WITH YOUR INFORMATION TECHNOLOGY ENVIRONMENT.  UoF 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 THAT UoF CONTENT IS DELIVERED “AS IS”.

YOUR USE OF THE 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 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, CONTRACTOR OR EMPLOYEE OF UNIVERSITY OF FASHION IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, 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 UoF does not prescreen third party materials. UoF is not the publisher or author of any UoF Content that is provided by third party content providers, and UoF is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and UoF use of the content constitutes neither an endorsement nor a recommendation by UoF of the content. UoF ASSUMES NO RESPONSIBILITY FOR THIRD PARTY CONTENT, PRODUCTS OR SERVICES.

The Site and/or Group Site may contain links and references to other third party websites and materials. UoF 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. UoF does not endorse or otherwise recommend any of these third party websites, references or the products, services or information there offered. UoF may disable any hyperlink to the Site. UoF 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 THE SITE AND/OR GROUP SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER WEBSITE. 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 AND/OR GROUP 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; User Feedback.

12.1 Copyright and Trademarks. UoF Content is the proprietary product of UoF and is protected by copyright and other intellectual property laws.   You acquire only the right to Access UoF Content and do not acquire any rights, express or implied, to UoF Content other than those specified in this Group EULA.  UoF or its third party content providers will retain all worldwide rights to UoF Content intellectual property, 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 all UoF Content that you are licensed to Access is copyrighted, trademarked or otherwise protected and owned or licensed by University of Fashion.

Except as expressly stated on the Site, on the Group Site or in this Group EULA, nothing that you read or see on the Site or Group Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for any use, whether commercial or not, without the prior written consent of University of Fashion, except as provided in this Group EULA.

12.2 User 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 to UoF, you grant UoF 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 UoF and any derivatives of UoF.

13.  Indemnification.

You agree to defend, indemnify and otherwise hold harmless UoF 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, your improper or illegal use of UoF Content, the Site or Group Site, your breach of this Group EULA and/or your breach of the UoF Terms & Conditions of Use (accessible via a link labeled “Terms of Use” on the bottom of Site).

14.  Security; Authorized Use.

You are prohibited from violating or attempting to violate the security of the Site and/or Group Site. UoF has the right, but not the obligation, to investigate occurrences of your possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. UoF may suspend your Access while it conducts an investigation. Unless otherwise provided in UoF’s and your Group’s signed and mutually agreed to Group Limited License, you are required to enter Login Credentials to Access UoF Content on the Site and/or Group Site. To protect against unauthorized Access to UoF Content, it is recommended that you close your browser when you have finished using the Site and/or Group Site. You are responsible for maintaining the secrecy of your Login Credentials.

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

You may not use the Login Credentials of anyone else at any time for the purpose of gaining Access to Site, Group Site and/or UoF Content. You agree to notify UoF immediately of any unauthorized use or loss of your Login Credentials.  You also agree to notify UoF immediately if you are aware of or suspect other unauthorized use of the Site, the Group Site and/or UoF Content. UNIVERSITY OF FASHION WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE’S USING YOUR LOGIN CREDENTIALS FOR THE PURPOSE OF GAINING ACCESS TO UoF CONTENT 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 THE LOGIN CREDENTIALS ASSOCIATED WITH YOUR ACCOUNT.

If you need to change your Login Credentials at any time, contact your Group Administrator and ask him/her to make those changes.

15.  Termination of Group EULA.

In addition to University of Fashion’s other rights, UoF 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 to UoF Content on your Group Site without notice if it believes, in its sole judgment, that you have engaged or may engage in conduct that UoF deems inappropriate and/or that you and/or your Group have breached or may breach any term or condition of this Group EULA and/or that your Group has breached or may breach a term or condition of your Group’s Group Limited License with UoF.

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, 5, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, and all definitions contained in this Group EULA to the extent necessary for interpretation of this Group EULA, will survive in perpetuity. Each End-User’s obligation to pay outstanding license fees, if any, will survive any termination of this Group EULA.

16.  Privacy Policy.

UoF 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 Site for more information on the University of Fashion Privacy Policy.

17.  Governing Law; Dispute Resolution; Forum and Venue.

This Group EULA and any claim or action related to or arising from this Group EULA or UoF Content on the Site and/or Group Site will be governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. All disputes between you and UoF will be finally resolved through binding arbitration in Riverside 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 Riverside or the United States District Court for the Central District (Eastern Division) 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 Riverside or the United States District Court for the Central District (Eastern Division) 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.

18.  Miscellaneous.

This Group EULA constitutes the entire agreement between UoF and you regarding the subject matter hereof. Any previous agreement, whether oral or written, between UoF and you dealing with the subject matter hereof is superseded. This Group EULA may only be modified or amended by UoF. 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 Group Limited License agreement with UoF, as applicable, UoF 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 UoF to exercise any remedy or enforce any portion of this Group EULA or your Group’s Group Limited License agreement with UoF 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 Group Limited License agreement with UoF 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 and/or UoF Content on your Group’s Group Site, you sign for and accept this shortening of the statutes of limitations. UoF makes no representation that UoF Content is appropriate or available for use in all locations. UoF operates the 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 the 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. UoF cannot provide notifications via U.S post, only via email or on the Site as set forth in this Group EULA.

 

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

 

2/1/2022

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