University of Fashion® Terms and Conditions of Use
1. COPYRIGHT NOTICE
Copyright 2008-2018, University of Fashion®, Inc. All Rights Reserved.
2. TRADEMARK NOTICES
3. 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 UOF’s express prior written consent.
4. 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 UoF Videos, Transcripts and Lesson Guides, if any. 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 UoF Site if you have either paid for a UoF Individual Subscription yourself or, if you are a member of a GROUP, your GROUP’s leadership has executed a separate Group Content Agreement with UoF that permits you to access UoF content. Any other use of the UoF 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.
5. RESTRICTIONS ON USE
- 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 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 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 UoF 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.
- Commercial Exploitation. You agree not to reproduce or commercially exploit any Content in any form, other than as expressly licensed to you.
- 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.
- 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.
- 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, if you purchased an Individual Subscription, to University of Fashion via email to Cs@UniversityofFashion.com or, if you are a member of a GROUP, via email to your GROUP administrator and to University of Fashion at Cs@UniversityofFashion.com 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 responsible for the actions of any external site to which UoF provides a link (Linked-Sites) 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 is necessarily 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.
6. 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.
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 UoF BY YOU IN WRITING).
7. 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.
8. 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.
9. 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.
10. 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.
11. 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 UoF Home page, fully filling out the required form and clicking the “Send” button.
- Transaction Location, Governing Law, Jurisdiction, and Venue. This Agreement shall be treated as though it were executed and performed in Riverside 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 Riverside 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 Riverside 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.
- 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.
- 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.
The following terms, when used in this Agreement, shall have the following meanings.
- “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 UoF 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 UoF 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 in any correspondence sent to UoF 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’s 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.
- “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 (UniversityofFashion.com) 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.
University of Fashion® is a registered trademark owned by University of Fashion, Inc.