License Agreement

UNIVERSITY OF FASHION® LICENSE AGREEMENT

EFFECTIVE DATE: June 15, 2017

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 IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS INDIVIDUALS OR SINGLE ENTITY) AND UNIVERSITY OF FASHION (“UOF”) WHICH INCLUDES UOF SUBSIDIARIES AND 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 THIS LICENSE 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 LICENSE AGREEMENT 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 THIS LICENSE AGREEMENT.

USE OF THE OFDVL IS THROUGH A LIMITED LICENSE TO YOU AS DEFINED HEREIN.  ACCESSING AND USE OF THE OFDVL THROUGH THIS LICENSE AGREEMENT 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. UOF 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 THIS LICENSE 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, fill out the form displayed and click Send.

  1.   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.
  • Authorized Members” refers to all formal members of a Group, e.g. school students and faculty, club members, company employees or library patrons unless only a limited subset of such members are specifically authorized to Access the UOF Site in a mutually signed Group Content License Agreement
  • UOF Content” means any video, resource or service provided by UOF on its Site
  • Group” means an Organization with 2 or more people, such as a School or Library, as applicable.
  • “Home Page” is the first page one sees after typing and entering universityoffashion.com into one’s internet browser
  • Invoice” means a written document signed by both UOF 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.
  • 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 Licensee, a Yearly Group Video Subscription Licensee and/or User with access to full-length videos on the UOF site.
  • License Plan” means one of 3 available licenses which individuals or Groups can obtain from UOF
  • 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 UOF 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 UOF database of videos and other audio-visual content, including written transcripts, where available.
  • Order Form” means a written document signed by both UOF and a Group that defines agreed-to Group pricing, Group’s allowable promotion of the Site, limitation of Group Users by type and number, and, if applicable, how eligible Group Users can access the site.
  • Site” means the UOF proprietary website maintained on the World Wide Web under the URL of universityoffashion.com, available at http://www.universityoffashion.com and includes, but is not limited to, the OFDVL.
  • School” means a teaching institution that has entered into a Group Content License Agreement with UOF 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 “UOF” refers to University of Fashion, Inc., a California corporation.
  • “UOF Officer” means a UOF Executive Chairman, CEO, President, Vice President, CFO or CMO.
  • “UOF Representative” means either a UOF sales representative or sales supervisor.
  • com” is the website representing the proprietary and business interests of University of Fashion, Inc.
  • User(s)” mean(s) 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 Group and has entered into a Group Content License Agreement directly with UOF.
  • Yearly Single-User Video Subscription” License is defined in Section 5, below.
  • Yearly Group Video Subscription” License is defined in Section 5, below.
  1.   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.
  2.   Limited License. Subject to and conditioned upon compliance with the terms and conditions of this 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 California (“CA”), 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 a 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.
  3.   License Plans; Fees; Renewal; Refund Policies.

5.1 License Plans

5.1.1  There are three License Plans. Two for the use of Individuals (Individual License Plans) and one for the use of the members of a Group (Group License Plan)

  1. Monthly Single-User Video Subscription License Plan (Individual License Plan)

This license enables an individual Licensee (only) Access to all OFDVL full-length videos, plus their accompanying Transcripts and related other audio-visual material (if any) on the UOF 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.

This 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.

Licensee may stop the automatic renewal of their license by canceling their subscription before their current subscription term ends. LICENSEES CAN CANCEL THE AUTOMATIC RENEWAL OF THIS SUBSCRIPTION BY DOING THE FOLLOWING:

  • Login to the Site
  • Click “Cancel subscription” or similar meaning words on the Welcome/Account page and follow any other instructions provided
  1. Yearly Single-User Video Subscription License Plan (Individual License Plan)

This license enables an individual Licensee (only) Access to all OFDVL full-length videos, plus their accompanying Transcripts and related other audio-visual material (if any) on the UOF 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.

This License expires automatically at the end of 365 days.

  1. Group Video Subscription License Plan (Group License Plan)

This license enables a Group and its Authorized Members to Access all OFDVL full-length videos, plus their accompanying Transcripts and related other audio-visual material (if any), on the UOF Site for a contractually defined timeframe, in single or multiple locations as specified in the Licensee’s effective or most recent Group Content License Agreement, Order Form or Invoice, for use only in the state(s)/province(s) and/or countries provided by Licensee when ordering this particular license.

Each Yearly Group Video Subscription Licensee agrees that only the predefined Users set forth in its effective or most recent Group Content License Agreement, Order Form or Invoice with UOF 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, Group Video Subscription License Users are   required to accept and agree to the UOF End User License Agreement prior to Accessing the OFDVL.  If Users are minors, the Group will be responsible for all acts of said Users.

Group Video Subscription Licensees and their Users will be authorized to Access the OFDVL only from the UOF Site.

By allowing Licensee’s Users Access to the OFDVL, Licensee represents and warrants to UOF that it will be responsible for all acts by any User in their Group 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 UOF Site and UOF’s Group End User License Agreement, found in the same location as the latter.

A Group Video Subscription Licensee administrator (the “Administrator”) will be selected by the Licensee and be designated to oversee and be responsible for adherence to this UOF License and for the management of Group 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.

By purchasing a Group Video Subscription License, Licensee agrees to allow agents commissioned by UOF to visit any of Licensee’s premises at any time during the Group’s working hours, with or without prior notice, to investigate and confirm, to UOF satisfaction that Licensee and its Users are adhering to the UOF Terms of Use, the Yearly Group Video Subscription License and the Group 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 UOF 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 UOF OFDVL in excess of what has already been paid for License rights. If Licensee does not pay UOF, UOF, 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 UOF OFDVL and/or may choose not to accept Licensee’s application to renew this License Agreement. Licensee agrees that UOF will not be responsible for any of Licensee’s costs incurred in cooperating with the audit.

UOF will not refund fees, return fees or cancel fees for any part of a Yearly Group Video Subscription License due to Licensee or Licensee’s Users’ inability to Access the UOF Site due to any sort of technical or other problems.

5.1.2  Attributes which the 3 above License Plans have in common:

  • Licensee may request UOF permission to Access or use the UOF content they’ve licensed in additional states/provinces and/or countries. To make this request, Licensee must request this from a UOF Officer or Representative. If Licensee doesn’t have direct contact with either of the latter, Licensee must request license use in additional states/provinces by (1) clicking the “Contact” link at the top of the Home Page, (2) filling 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) providing Licensee’s specific request to allow Licensee to Access UOF content in additional states/provinces and/or countries, plus Licensee’s detailed list of the proposed additional geographies, and (4) clicking the “Send” box at the bottom of the form. If UOF 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 any sales taxes required by the new states/provinces, if any, before Licensee has permission to Access UOF content in the newly requested geographical location(s).
  • License fees are non-refundable.
  • Licensee can only Access UOF Content on the UOF Site. No licensee is ever authorized to make, access or use copies of UOF content for use outside of the UOF Site.
  • Licensee agrees to adhere to the UOF Terms and Conditions of Use found in the “Terms of Use” link at the bottom of the UOF Home page and the covenants, conditions and limitations of use defined in this License Agreement.
  • Discounts, rebates or other special offers made by UOF regarding these licenses are only valid for the uninterrupted term of each License, starting from when the License was first purchased.
  • UOF may increase License Plan fees for subsequent License periods at any time and for any reason.
  • The University of Fashion may terminate or not renew any License Plan if it is unable to renew the License due to 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 UOF of the license fees.

5.2 Renewals, Refunds and Cancellation

ALL OF THE OFDVL IS LICENSED, NOT SOLD, THROUGH THE THIS LIMITED LICENSE FROM UOF 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 UOF SITE OR THROUGH A UOF SALES REPRESENTATIVE.

  1.   Term. License to Access the OFDVL is effective until terminated. Licensee’s, and where applicable, Licensee’s User(s) failure to comply with any terms 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 license termination UOF will cut off access to its Site as soon as is possible. Until access has been stopped, though, Licensee, and where applicable, Licensee’s User(s) must immediately discontinue all Access to the OFDVL.
  2.   Access to the OFDVL.

UOF strives to provide its OFDVL to its Licensees on a continuous basis. To that end, UOF will use commercially reasonable efforts to provide uninterrupted OFDVL Access to its Licensees and their Users.  However, from time to time, Users may be unable to Access the OFDVL due to conditions that are beyond UOF 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 UOF or User’s software issues, server downtime, increased Internet traffic, diminished internet bandwidth, programming errors, regular maintenance of the UOF system, and the like. In response to any unavailability of the OFDVL to Licensees, 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 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 OF ANY PORTION OF UOF WEB ACCESS TIME UNAVAILABLE TO THEM.

UOF also strives to provide the highest quality content to its Licensees. To that end, UOF 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 UOF Home page. Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for successfully accessing the OFDVL.

  1.   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 UOF 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 UOF, except for online search facilitation through services such as Google.
  • Use the 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 Licensee or User’s identity or personal information when Accessing or attempting Access to 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 UOF 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, UOF 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 UOF 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 UOF at law or equity. The terms “normal patterns” and “abuse” will be determined solely by UOF. 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.
  1.   Limitation of Liability.

EXCEPT FOR ACCESS DOWNTIME, UNIVERSITY OF FASHION STATES THE UOF 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 UOF OFDVL, TRANSCRIPTS AND/OR RELATED OTHER AUDIO/VISUAL MATERIAL, LOSS OF PRODUCTIVITY OR CONTRACT, LOSS REVENUE OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES

  1.  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.  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.  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 UOF 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 UOF does not pre-screen third party materials. UOF is not the publisher or author of any information on the Site 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.

universityoffashion.com 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 the convenience of Users. 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 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.

12.1  Copyright and Trademarks. The OFDVL is the proprietary product of UOF 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.  UOF 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 UOF 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 UOF and any derivatives of UOF.

  1.  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 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.
  2.  Security; Authorized Use. Licensee(s) and Users are prohibited from violating or attempting to violate the security of the Site. UOF 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. UOF 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 UOF content, e.g. Transcripts and any other audio-visual material on the UOF Site. 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 UOF immediately of any unauthorized use or loss of your account, user name, email address and/or password.  You also agree to notify UOF 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 UOF Home Page and make your request. UOF Customer Service will respond to your request shortly.

  1.  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 UOF 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.

  1.  Privacy Policy. UOF 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 UOF Home page for more information on the University of Fashion’s Privacy Policy.
  2.  Miscellaneous. This License Agreement constitutes the entire agreement between UOF Licensee(s) and User(s) regarding the subject matter hereof. Any previous agreement, whether oral or written, between UOF 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, 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 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. UOF makes no representation that the content of the Site is appropriate or available for use in all locations. UOF 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. UOF cannot provide notifications via post, only via e-mail.
  3.  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 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 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 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® is a registered trademark owned by University of Fashion, Inc.