University of Fashion^® Terms and Conditions of Use

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

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

1.  COPYRIGHT NOTICE

Copyright 2008-2022, University of Fashion^®, Inc. All Rights Reserved.

2.  TRADEMARK NOTICES

The trademarks, logos, service marks (collectively “Trademarks”) displayed on Site are registered and unregistered Trademarks of University of Fashion, Inc., its Affiliates or respective owners. “University of Fashion”, “UOF”, “UoF”, “UofF”, “Master Design One Step at a Time” and “Fashion How-to Videos” are trademarks and/or service marks of University of Fashion. For more information, see “Use of University of Fashion^® Trademarks and Copyrights” by clicking the “Terms of Use” link on the bottom of the Site. Nothing contained on this Site should be construed as granting by implication, estoppel or otherwise, any license or right to use the Trademarks displayed on this Site.  Misuse of any Trademark or any UoF Content displayed on this Site is prohibited.

3. LICENSE GRANT AND OWNERSHIP BY UNIVERSITY OF FASHION

Except as expressly provided in these Terms and Conditions of Use, and the applicable licenses for UoF Content, no part of the Site and no UoF 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.

Limited License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, University of Fashion grants you a non-exclusive, non-transferable, non-sublicensable, limited license to view UoF Content in this Site without alterations, for personal, non-commercial use only.  Such use of UoF Content contains additional terms and conditions that you must agree to before you may access that Content. This limited license does not apply to any media or platform other than that of the Site. This limited license only applies to you and you may only access the Site and UoF Content if you have signed up for a Free Member License, purchased a UoF Subscription License or if a Group in which you are a member has executed a currently effective Group Limited License with UoF. Any other use of the UoF Site is prohibited.

Ownership. All UoF 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 UoF Content by or through your Site Use.

4.  RESTRICTIONS ON USE

a. Prohibited Acts. Concerning your Site Use and your access to any UoF 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 UoF’s business, computers, servers or databases;
• Allow anyone to access and/or to copy or attempt to copy any UoF Content presented by the Site;
• Capture, download, film, save, upload, print and/or otherwise retain information and UoF Content available on the Site other than what is expressly allowed by University of Fashion;
• Permit or provide anyone with access to UoF Content using your Login Credentials or the Login Credentials of another authorized User or any other method that enables anyone to access UoF Content without express UoF authorization;
• 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 UoF Content available on the Site;
• Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the UoF Content available on the 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 the Site’s security mechanisms, access any UoF Content on the Site or access any server that 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 and/or UoF Content on the Site, 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 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, libelous, violent, morally objectionable (e.g. 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;
• 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, 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 UoF Content on the Site;
• Use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.

b. Commercial Exploitation. You agree not to reproduce or commercially exploit any UoF Content in any form, other than as expressly licensed to you.

c. 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.

d. 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.

e. Other.

• Compromised Passwords. If you have purchased a UoF Subscription License and you learn that one or more other people have knowledge of your subscription’s password, you must immediately change your password by going to UniversityofFashion.com, logging in with your current username and the compromised password and then changing your password by clicking the “Edit Profile” link in the Membership Management section found on the page. If you are a member of a Group that provides you with access to the Site, you must write your Group Administrator within 24 hours of learning that your Login Credentials have been compromised, sharing the facts and requesting a new password.
• 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 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 UoF Content may be out of date or inaccurately dated.
• 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 on these third party computers and does not assume liability for the improper use of your Information by such third party computers or their owners.

5. SUBMISSIONS OF INFORMATION BY YOU

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

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

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

TO THE EXTENT THAT 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 AGREEMENT, UNLESS THIS OWNERSHIP HAS BEEN ASSIGNED TO UoF BY YOU IN WRITING).

6.  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 UoF Content at any time, without notice to you. You agree to review this Site’s Terms and Conditions of Use 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.
• Indemnity. 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.

7.  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.

8. DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY

DISCLAIMER OF WARRANTY. UNIVERSITY OF FASHION AND OTHER 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 PROVIDERS “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS 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.

9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL UNIVERSITY OF FASHION OR ANY OF THE OTHER 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 UoF 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 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’S AND OTHER 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.

10.  CONTACTING UNIVERSITY OF FASHION

Contact University of Fashion by clicking the “Contact” link on the top of the UoF Home page, fully and accurately filling out the required form and clicking the “Send” button.

11.  MISCELLANEOUS

• 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. All disputes between Licensee 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 Agreement. Each party will bear his/her/its/their own expenses and attorneys’ fees related to any arbitration, claim or action. 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.
• Severability. 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.
• Modifications. The Agreement may only be modified by University of Fashion by its posting of a revised Agreement on the Site. Any revised Agreement shall be effective immediately upon its posting on the Site and shall be effective for all your subsequent Site Uses. You agree to review the UoF Terms and Conditions of Use periodically to be aware of revised terms and conditions applicable to your current and future Site Use. University of Fashion will not accept any counter-offers to these Terms and Conditions of Use, and all such offers are hereby categorically rejected. University of Fashion’s failure to insist on or enforce strict performance of these Terms and Conditions of Use shall not be construed as a waiver by University of Fashion of any provision or any right it has to enforce these Terms and Conditions of Use, nor shall any course of conduct between University of Fashion and you or any other party be deemed to modify any provision of these Terms and Conditions of Use.
• Limitations Period. Any cause of action by you must be instituted within one (1) year after the Site Use relating to such cause of action, or be forever waived and barred.
• Termination. The Terms and Conditions of Use may be terminated by a party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. You may provide formal Notice of your desire to terminate (or cancel) your UoF Subscription License or Group Limited License or you can click the Contact menu on the Site, fill in the form provided with your message and click “Send”. If the Agreement is terminated, you agree to cease all Site Use and, upon request by University of Fashion, to return all Information in your possession relating to the Site, and all copies thereof.
• Survival of Certain Provisions. The sections titled, “Trademark Notices”, “License Grant and Ownership by University of Fashion” (excluding the “Limited License” grant), “Restrictions on Use”, “Submissions of Information By You”, Indemnity paragraph of “Applicability, Modifications & Indemnity”, “Disclaimers of Warranties 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 either the Executive Chairman or CEO of University of Fashion.
• Waiver. 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 either the Executive Chairman or CEO of University of Fashion.
• Headings. 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.
• Conflicts. 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.

12. TERMINOLOGY

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

• “Agreement” means this Terms and Conditions of Use license, including each and every term and condition of the Terms and Conditions of Use.
• “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.
• “Content Providers” means both University of Fashion and Other Providers.
• “Croquis” are rough preliminary drawings to which a person can add additional textual or graphical information.
• “Downloadable Materials” means any electronic files that the Site allows you to download and store on your computer after you successfully log in and authenticate yourself with Login Credentials.
• “Free Member License” is a license, offered on the /sign-up/ page of the Site, granting limited access to UoF Content on the Site to individuals, only, for free. These licenses only terminate when canceled.
• “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 Reference Resource License” means a license that, when mutually signed by an authorized Group representative and a UoF Officer, gives the members of a Group permission to access UoF Content on the Site for educational reference use, only, i.e. not for use as teaching materials in Group’s online programs.
• “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 Limited License” means a Group Content License, a Group Reference Resource License and/or an Online Education License, as applicable, that permits End-Users to Access UoF Content.
• “Home Page” means the page displayed on the Site after entering https://www.UniversityofFashion.com into a browser address bar.
• The words: “including”, “includes” and “include”, wherever used in this Terms and Conditions of Use agreement, means “including, but not limited to”.
• “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.
• “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 Agreement.
• “License Agreement” is the UoF License Agreement that grants you the right to access UoF Content. The University of Fashion License Agreement can be read by clicking on the “Terms of Use” link on the bottom of Site and then clicking “License Agreement”.
• “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.
• “Monthly Single-User Video Subscription License” means a license, offered on the /sign-up/ page of the Site, granting access to the Site for 30 days to individuals, only, who pay a defined subscription fee. These subscriptions automatically renew for additional 30-day terms upon payment by these individuals of additional, defined fees, unless the subscriptions are canceled prior to the beginning of their next 30-day term.
• “Notice”. The phrase “Notice” refers to the sending of Information by you via certified mail, return receipt requested, to Mail Recipient, 135 Desert Lakes Dr, Palm Springs, CA, 92264. 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” means University of Fashion’s direct or indirect licensors, its affiliates, or other contributors to the Site (other than University of Fashion).
• “Online Education License” means a license giving the members of a Group permission to access UoF Content on the Site within or as part of the online educational courses or programs offered by the Group that require dedicated tuition payments for such online courses or programs from registered students and that have been promised formal educational credentials after their successful completion of such courses or programs.
• “Parties” means University of Fashion and you, collectively.
• “Privacy Policy” means University of Fashion’s official published privacy policy describing University of Fashion’s intended uses of your personally identifiable Information. The University of Fashion Privacy Policy can be read by clicking on the “Privacy Policy” link on the bottom of 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.
• “Site Use” means your use of or access to the Site (or any UoF Content thereon), as well as any other activities in which you engage relating to the Site.
• “UoF” means University of Fashion,
• “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.
• “UoF Subscription License” means a Monthly Single-User Video Subscription License or a Yearly Single-User Video Subscription License, each of which provides access during their defined terms to all UofF Content.
• “UoF Officer” means the UoF Executive Chairman, CEO, President, Vice President, CFO or CMO employed by UoF.
• “User(s)” mean(s) a person, Group, entity or entities, including a licensed Group’s end-users if applicable, that has/have a license to Access UoF Content, 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.
• “Yearly Single-User Video Subscription License” means a license, offered on the /sign-up/ page of the Site, granting access to the Site for 365 days to individuals, only, who pay a defined subscription fee.

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

February 1, 2022

Document 12-15

Use of University of Fashion^® Trademarks and Copyrights

These guidelines are for all University of Fashion^® ("UoF") licensees (which include registered Free Members and all end-users provided access to UoF content through their group, school, library, sewing club or other institution), advertisers, publishers, corporate and educational institutions, any UoF customers, and other parties wishing to use University of Fashion trademarks, service marks or images in promotional, advertising, instructional, or reference materials, or on their web sites, products, labels, or packaging. Use of University of Fashion^® trademarks are prohibited unless expressly licensed in writing to you.

If you have any questions regarding these guidelines, please contact your University of Fashion representative or submit a query to University of Fashion by clicking on the “Contact” link on the top of the University of Fashion website at www.UniversityofFashion.com, filling out the form provided with your query, and clicking “Send”.

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

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

Permitted Use of University of Fashion Trademarks

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

a. The use is referential and less prominent than the rest of the title.

Acceptable: XYZ CONFERENCE for University of Fashion^® member

b. The use must reflect favorably on both the University of Fashion and the University of Fashion brand, products or technology.

c. Your name and logo must appear more prominent than the University of Fashion word mark on all printed materials related to the publication, seminar or conference.

d. The University of Fashion logo or any other University of Fashion-owned graphic symbol, logo, icon or image does not appear on or in the publication or on any materials related to the publication, seminar, or conference without express written permission from University of Fashion.

e. You must disclaim sponsorship, affiliation, or endorsement by University of Fashion, similar to the following, and include on the publication and on all related printed materials: “(Title) is an independent (publication) and has not been authorized, sponsored, or otherwise approved by the University of Fashion^®”

f. A trademark attribution notice is included in the credit section giving notice of University of Fashion ownership of its trademark(s). Please refer to the section below titled “Proper Trademark Notice and Attribution.”

5. Web Sites: Web sites that serve only as noncommercial electronic informational forums concerning a University of Fashion product or technology may use the appropriate University of Fashion word mark, provided such use complies with the guidelines set forth in Section 4, “Publications, Seminars, and Conferences”.

Prohibited Use of University of Fashion Trademarks

1. Company, Product, or Service Name: You may not use or register, in whole or in part, University of Fashion^®, University of Fashion, or any other University of Fashion trademark, including University of Fashion-owned graphic symbols, logos, icons, or an alteration thereof, as or as part of a company name, trade name, product name, or service name except as specifically noted in these guidelines.
2. University of Fashion Logo, or University of Fashion-owned Graphic Symbols and Taglines: You may not use the University of Fashion logo or any other University of Fashion-owned graphic symbol, logo, or icon on or in connection with web sites, products, packaging, manuals, promotional/advertising materials, or for any other purpose except pursuant to an express written trademark license from University of Fashion.

3. Variations, Takeoffs or Abbreviations: You may not make up names that contain University of Fashion trademarks. You may not use any variation of the University of Fashion logo for any purpose. Third parties cannot use a variation, phonetic equivalent, foreign language equivalent, takeoff, or abbreviation of a University of Fashion trademark for any purpose. For example:

Not acceptable:   University of The Fashionable

4. Disparaging Manner: You may not use a University of Fashion trademark or any other University of Fashion-owned graphic symbol, logo, or icon in a disparaging manner.

5. Endorsement or Sponsorship: University of Fashion does not support the use of its logos, company names, product names or images of University of Fashion products or services by other parties, except when such use has been explicitly approved by a UoF owner or co-owner, in marketing, promotional or advertising materials as their use may create the perception that University of Fashion endorses or sponsors the product, service or promotion and may not use University of Fashion or any other University of Fashion trademark, including University of Fashion-owned graphic symbols, logos, or icons in a manner that would imply University of Fashion affiliation with or endorsement, sponsorship, or support of a third party product or service.

6. Merchandise Items: You may not manufacture, sell or give-away merchandise items, such as T-shirts and mugs, bearing University of Fashion^®, University of Fashion, or any University of Fashion trademark, including symbols, logos, slogans, taglines, or icons, except pursuant to an express written trademark license from University of Fashion.

8. University of Fashion Trade Dress: You may not imitate the distinctive University of Fashion web site design, logos, or typefaces.
9. Slogans and Taglines: You may not use or imitate a University of Fashion slogan or tagline, e.g. “Master Design One Step at a Time^®”
10. Domain Names: You may not use an identical or virtually identical University of Fashion trademark as a second level domain name.

Not acceptable:    “originaluniversityoffashion.com”

Proper Trademark Notice and Attribution

For  Distribution Within the United States Only

1. On product, product documentation, or other product communications that will be distributed only in the United States, use the appropriate trademark symbol: TM, SM or ® (“Trademark Symbol”) the first time the University of Fashion trademark appears in the text of the advertisement, brochure, or other material.
2. Include an attribution of University of Fashion ownership of its trademarks within the credit notice section of your product, product documentation, or other product communication.

The following are the correct formats:

_________ and _______ are registered trademarks of University of Fashion, Inc.

_________ and _______ are trademarks of University of Fashion, Inc.

For Distribution Outside the United States:

1. Do not use Trademark Symbols on products, product documentation, or other product communications that will be distributed outside the United States.
2. Use one of the following international credit notices:

_________ is a trademark of University of Fashion, Inc., registered in the U.S.A.

_________ is a trademark of University of Fashion, Inc.

Copyright

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

For further information with respect to University of Fashion copyrights, please submit your request in writing to University of Fashion by clicking on the “Contact” link on the top of most pages on the University of Fashion website at www.universityoffashion.com, filling out the form provided with your question or request, and then clicking “Send”.

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

February 1, 2022

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University of Fashion^® Description of Goods and Services

Our Goal

Our goal is to teach you how to become a great fashion designer.

How We Teach

We provide hundreds of on-demand, streaming, step-by-step, full-length video lessons showing experienced fashion professors or professionals teaching how to master a broad variety of fashion-related subjects. We let any individual who buys a subscription to our service access all the lessons we have as well as all the special features we offer on our website.

Our lessons cover most fashion subjects, e.g. draping, pattern making, sewing, fashion art, accessories, knits, childrenswear, CAD pattern making, menswear, fashion business, CAD fashion art, product development, and more. Most of our lessons come with written transcripts and a variety of downloadable supplemental materials, such as body measurement forms. All our lessons have closed captions.

In addition to our video lessons, our individual subscribers enjoy access to interesting fashion lectures, tours of fashion facilities, such as lace museums and garment manufacturing companies, our many downloadable croquis templates, our informative newsletter and blog, our fashion terminology dictionary, fashion tools and supplies store, and many thoughtfully curated lists of fashion schools, fashion museums, websites, blogs and magazines.

Our Customers

The University of Fashion (“UoF”) has two types of customers, individuals and Groups.

1. An Individual is a person who wants to enjoy learning more about fashion for his/her own private use.
2. A Group is two or more individuals, such as a school, sewing club or library, that wants some of all its members, depending on the terms of their agreement with UoF, to be able to access our many fashion design lessons and other features.

Our Subscription/License Options

The UoF offers multiple subscription/licensing programs.

Individuals can choose between three options:

1. A Monthly Single-User Video Subscription License provides an individual with a license permitting 24/7, on-demand, streaming access to all UoF lessons and other content and services on the UoF website for 30 days. Monthly Single-User Video Subscription licenses automatically renew every 30 days unless cancelled by subscribers before their current 30-day term concludes. We make canceling easy by providing a prominent cancellation link on the very first page that our Monthly subscribers see after logging in.
2. A Yearly Single-User Video Subscription License provides an individual with a license permitting 24/7, on-demand, streaming access to all UoF lessons and other content and services on the UoF website for 365 days. Yearly Single-User Video Subscription Licenses do not automatically renew.
3. A Free Member License provides an individual with a license permitting 24/7, on-demand, streaming access to 3 free, full-length lessons and all the other features on our site, plus the ability to download any of our free croquis, for as long as s/he wants, for free!

Groups can choose one or both of two subscription options:

1. A Group Content License or a Group Reference Resource License provides a Group and a predefined number of its members (i.e. end-users) with a license permitting 24/7, on-demand, streaming access for 365 days to some or all UoF video lessons and other UoF content and services for study and reference use only. This license does not permit a Group to use UoF video lessons or other content as instructional materials in the Group’s online teaching courses or online programs.  Group Content Licenses do not automatically renew. They automatically terminate at the conclusion of their terms but can easily be renewed upon request.
2. An Online Education License provides a Group and a predefined number of its members (i.e. end-users) with a license permitting 24/7, on-demand, streaming access for 365 days to selected UoF video lessons and other content for use as instructional materials in the Group’s online teaching courses or online programs. Online Education Licenses do not automatically renew. They automatically terminate at the conclusion of their terms but can easily be renewed upon request.

All individual subscribers and Free Members are subject to the UoF Terms and Conditions of Use and the License Agreement, both found by clicking the “Terms of Use” link on the bottom of the UoF website at UniversityofFashion.com. All Group members (i.e. the Group’s end-users) are subject to the UoF Terms and Conditions of Use, the License Agreement and the Group End-User Agreement, all found by clicking the “Terms of Use” link on the bottom of the UoF website at UniversityofFashion.com. All Groups need to sign a Group Content License, Group Reference Resource License and/or an Online Education License directly with University of Fashion, which can be arranged by simply clicking the following link: https://www.universityoffashion.com/group-registration/ and submitting a request.

What we charge for our subscriptions

1. We charge each individual subscriber US$19.95 every 30 days for a Monthly Single-User Video Subscription License or US$189.00 every 365 days for a Yearly Single-User Video Subscription License. To purchase an Individual subscription, just click the following link: https://www.UniversityofFashion.com/sign-up, choose the type of subscription you want, then follow the prompts from there.
2. We charge varying amounts for Group Content Licenses, Group Reference Resource Licenses and/or Online Education Licenses depending upon the Group’s nature (e.g. we charge less to non-profit libraries than to for-profit companies),  the size of the Group, i.e. its number of members, students, patrons, etc., the number of University of Fashion lessons which will be made available to a Group’s end-users and/or other factors. To get a quote for your Group, just click the following link: https://www.universityoffashion.com/group-registration/ and submit a request. We will respond to you shortly.

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

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2/1/2022

Refund Policy

The University of Fashion^® (“UoF”) provides you with sufficient information before you pay for a subscription to assess the number, content and quality of our many hundreds of video lessons and services. We do this so that you can make an informed choice before committing to buying a subscription from us.

You can watch preview versions of every video lesson we have in our website library before making a purchase decision. Before buying, you can read the detailed descriptions of every video we offer. You can read excerpts from each lesson’s written transcript. You can read the lists of the tools and supplies you will need to complete each of our lessons, the biographies of every lesson’s instructor, the length in time of each lesson and each of our lessons’ chapter headings…all before paying us a cent!

AS A RESULT, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASE MADE ON OUR SITE REGARDLESS OF ANY CLAIMED CIRCUMSTANCES.

So, really, please spend some time checking out our website and our many offerings before you commit to purchasing a subscription from us.

See also our UoF Cancellation policy by clicking the “Terms of Use” link on the bottom of the UoF website at www.UniversityofFashion.com and click “Cancellation policy”.

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

February 1, 2022

Document 12-4

Return Policy

UoF only licenses the right to access and use our hundreds of full-length video lessons, transcripts and all the other information, resources and audiovisual materials provided on the UoF website (www.UniversityofFashion.com).

We don’t send anything physical to our subscribers. Our subscribers never take possession of or “own” anything we offer on the UofF website. Instead, we give you, as a subscriber, the right to access our huge library of fashion design lessons online from our website, on-demand, at any time of day or night, for as long as your subscription remains active.

There’s no way for you (or any other UoF subscriber) to physically return anything to us, so we don’t have a need for a formal “Return Policy”.

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

February 1, 2022

Document 12-3

Cancellation Policy

You can cancel your University of Fashion^® (UoF) subscription at any time.

How to Cancel your Single-User Subscription

Yearly Subscriptions

You won’t ever need to cancel your Yearly subscription.

These subscriptions cancel themselves at the end of a year. They do not automatically renew.

Before your Yearly subscription self-cancels, don’t worry. We’ll contact you well in advance to give you an opportunity to renew your subscription, if you wish.

Monthly Subscriptions

It’s easy to cancel a Monthly subscription. Here’s how:

Just log into www.UniversityofFashion.com, click "Cancel subscription" under Membership Management, then follow the prompts from there. Once you cancel, we won't charge you again, unless you later renew.

Your subscription will be canceled immediately, but you will still have full access to our website until the end of your billing cycle. For example, if you last paid us a monthly fee on June 5, and you cancel on June 10, you will still have full access to all our full-length lessons until July 5.

How to Cancel your Group’s Subscription

If you’re responsible for managing your Group’s Group Content License(s), Group Reference Resource License(s) and/or Online Education License(s) and want to cancel one of more of these, either contact your UoF sales rep via email or click the link to our “Contact” form at the top of our website at www.UniversityofFashion.com, provide the name of your Group as well as the details of your request, and then click “Send”.

The terms of your applicable, effective license(s) will apply to your cancellation request.

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

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Customer Service Contact Information

We love to hear from our customers!

To ask us a question, request a service or simply to say “Hi”, just click on the “Contact” link on the top of the University of Fashion^® website at www.UniversityofFashion.com. Fill in your contact information, clearly describe your question, issue or comment, then click the “Send” button.

Note: Be careful not to mistype your email address in this form or we may never be able to get back to you with a response.

We don’t provide phone support. As an international company, our subscribers (or potential subscribers) come from all the time zones in the world. We’d need to hire a lot of people to answer calls coming in from all those time zones, which would require us to increase our subscription costs.

Instead, we hire very high-level fashion designers for just one shift answering fashion design and other questions via our Contact form each day.  Our current and past subscribers will tell you that we usually respond to customer service and fashion questions within 24 hours, even on weekends!

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

2/1/2022

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Delivery / Shipping Policy

University of Fashion^® (“UoF”) does not deliver anything physically to its subscribers or Free Members. All UoF fashion video lessons, lectures, features and other content are available only via on-demand, online streaming through the internet at www.UniversityofFashion.com. Our subscribers and Free Members must have a properly set-up, working internet connection to access and use any of UoF’s lessons, resources and services.

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

February 1, 2022

Document 12-8

Secure Checkout Functionality Policy

University of Fashion^® (“UoF”) does not store its individual subscribers’ credit card numbers.

Upon subscription order receipt, we immediately pass along our individual subscribers’ credit card numbers and transaction details, such as sales taxes owed, to our financial partner, PayPal. Our partner, PayPal, is solely responsible for charging individual UoF subscribers for their UoF subscription purchases, related sales taxes and any recurring subscription fees. PayPal saves UoF subscribers’ financial information on its own servers and handles both the timing and amount of money withdrawals from, or refunds to, our subscribers’ financial accounts.

UoF stores local digital copies of the bank checks and other financial information provided to us by our Group subscribers. The security of the latter information is protected by local computer passwords on our end and the Secure Sockets Layer (SSL) transit and 256-bit AES remote storage encryption features utilized by our cloud storage service, Dropbox. Backup copies of the latter information are stored on unencrypted external hard drives that are stored in multiple, hidden locations.

Both UoF and PayPal publish Privacy Policies on their websites (respectively, UniversityofFashion.com and Paypal.com). Both companies describe exactly how they protect UoF subscribers’ financial and other private information and how UoF’s subscribers can demand that their financial and/or private information be deleted.

The data residing on the University of Fashion website, itself, is protected by a robust host server featuring adaptive firewalls, uninterruptible power supply, electrical generator and automatic backups.

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

February 1, 2022

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Price List

For Individuals, i.e. one-person, only

• Free Member License: US$0.00 per year
  • Term: Until cancelled
• Yearly Single-User Video Subscription License: US$189.00 per year
• • Term: 365 days

• Monthly Single-User Video Subscription License: US$19.95 per month
  • Term: 30 days, automatically renewing every 30 days until cancelled

Free Members can access 3 free, full-length lessons, download any number of available croquis, enjoy the UoF newsletter and gain access to all the many special,  fashion resources available on the UoF website.

Yearly and Monthly subscribers can access and view all University of Fashion^® (“UoF”) full-length video lessons on the University of Fashion website, along with their associated written transcripts, downloadable files, tools & supplies lists, as well as all the other resources provided on the site, such as free croquis downloads, a fashion dictionary, a fashion tools and supplies store, curated lists of fashion design websites, magazines and blogs, for the entire term of their subscription.

Those wishing to buy one of the above licenses should go to:  www.universityoffashion.com/sign-up, and choose the offering that appeals the most.

For Groups, i.e. two or more Individuals (e.g. schools, libraries, companies, etc.)

• Group Reference Resource License: Cost varies by content needs and uses

• • This license enables schools, libraries, companies and other subscribers to provide their end users with access to all UoF content for supplemental reference purposes, only. This license sees UoF content like books in a library, providing supplemental education on top of what the school’s teachers provide directly.

• • Term: 365 days or, at the Group’s option, shorter or longer terms

• Online Education License: Cost varies by content needs and uses

• • This license enables schools, libraries, companies and other subscribers to use UoF lessons to teach fashion design directly, i.e. instead of or in addition to the Group’s own teachers. This license sees UoF content as teachers, i.e. not just as reference materials like books in a library.

• • Term: 365 days or, at the Group’s option, shorter or longer terms

The cost of our Group licenses varies depending on a Group’s planned use of the license, the Group’s financial goals (e.g. for-profit companies pay more than non-profit libraries), its number of end-users e.g. members, students, patrons, etc. and the number of University of Fashion lessons which will be made available to the Group’s end-users, plus possibly other factors.

Those interested in a Group license should go to:  https://www.universityoffashion.com/group-registration/, fill in the information required and click “Next”. A University of Fashion representative will respond to you shortly thereafter.

All the above licenses are also subject to the University of Fashion^® “Terms & Conditions of Use”, “License Agreement” and  “Group End-User License  Agreement”, as applicable, which can be found by clicking “Terms of Use” at the bottom of the UoF website at UniversityofFashion.com. No UoF content can be viewed without first agreeing to UoF’s License terms.

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

February 1, 2022

Document 12-10

UNIVERSITY OF FASHION^® 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 LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR A GROUP) 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 LICENSE AGREEMENT 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 THESE LICENSE CONDITIONS AND COVENANTS, YOU MAY NOT ACCESS UoF CONTENT. YOU ARE A “LICENSEE” AND UNIVERSITY OF FASHION IS A “LICENSOR” FOR PURPOSES OF THIS LICENSING AGREEMENT.

BY ACCESSING AND/OR USING UoF CONTENT, 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 TERMS, CONDITIONS OR COVENANTS OF THIS LICENSE AGREEMENT, YOUR LICENSE TO ACCESS AND USE UoF CONTENT 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 UoF CONTENT WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED LICENSE AGREEMENT 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 LIMITED LICENSE 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 UoF TERMS & CONDITIONS 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 Site, fill out the form displayed and click Send.

2.   Definitions.

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

• “Access(es)” or “Accessing” means, subject to the conditions and covenants of this License Agreement, accessing, using or viewing UoF Content or otherwise obtaining information from UoF Content as permitted in this License Agreement.

• “Account” means a database record accessible by UoF and/or your Group Administrator evidencing your status as a User that includes one or more fields uniquely identifying you, e.g. your name, email address and/or Login Credentials.
• “Agreement” means this University of Fashion License Agreement 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 a User can add additional textual or graphical information.
• “Downloadable Materials” means any electronic files that Site or Group Site enables a Licensee to download and store on Licensee’s local computer after Licensee successfully logs in and authenticates him/herself ) with Login Credentials on the Site or 2.) as permitted on a Group Site by the terms of an effective 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.
• “Free Member License” is defined in Section 5 (“Available Licenses”), below.
• “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 the 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 the University of Fashion Group End-User License Agreement (found by clicking “Terms of Use” on the bottom of the Site) and the conditions and covenants therein and any subsequent modifications.
• “Group Limited License” means a Group Content License, a Group Reference Resource License and/or an Online Education License, as applicable, that permits End-Users to Access UoF Content.
• “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.
• “Licensee” refers to 1) any Individual who licenses Access to UoF Content by signing up for a Free Member License or paying the required license fee for a Monthly Single-User Video Subscription License or a Yearly Single-User Video Subscription License, or 2) any Group that licenses Access to UoF Content by paying the required fee(s) to and has entered into mutually signed contract with UoF for a Group Limited License, or 3) individual End-Users licensed to Access UoF Content under an effective Group Limited License, all subject to the conditions and covenants of both the purchased license(s) and this License Agreement.
• “License Agreement” means this University of Fashion License Agreement and the conditions and covenants herein and any subsequent modifications.
• “Limited License” is the license granted to you 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 License Agreement.
• “Monthly Single-User Video Subscription License” is defined in Section (“Available Licenses”), below.
• “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.
• “UoF Representative” means either a UoF sales representative or sales supervisor, who may be a UoF independent contractor or employee, or any UoF Officer.
• “University of Fashion”, “University of Fashion, Inc.” 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 to Access UoF Content, 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.
• “Yearly Single-User Video Subscription License” is defined in Section 5 (“Available Licenses”), below.

3.   Modification of Terms.

University of Fashion reserves the right to modify the terms and conditions of this License Agreement 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 “License Agreement”. Except as otherwise stated herein, any change to the terms and conditions of the License Agreement is effective immediately. User agrees to check the Site periodically for changes to the conditions and covenants of this License Agreement. Any use of UoF Content after changes to this License Agreement have been made will be deemed acceptance of those 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 compliance with the terms and conditions of this License Agreement and the payment of applicable license fees, the University of Fashion, Inc. grants Licensee a limited, non-exclusive, revocable, non-sublicensable and non-transferable license in the State of California (“CA”), to Access and use UoF Content in accordance with the license signed up for or purchased as set forth in Section 5 (“Available Licenses”). Licensee’s Access to UoF Content cannot exceed the terms of the license purchased. UoF Content may only be Accessed from the Site and/or Group Site as applicable. Except for when expressly permitted on the Site and/or Group Site 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. 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 UoF Content granted herein and Licensee must immediately cease use of UoF Content.

5.   Available Limited Licenses; Fees; Cancellation; Renewal; Refund Policies.

5.1 License Options

5.1.1  UoF offers multiple license options for Individuals or Groups.

The licenses associated with such plans are defined in both this section 5.1.1 and section 5.1.2, below. UoF may add new licenses at any time.

1. Monthly Single-User Video Subscription License

This license enables an Individual Licensee (only) that has paid the posted, required fee to Access UoF Content on the Site for a month, defined as 30 days, for use only in the state/province and/or country provided by Licensee when ordering this license.

This license automatically renews, and UoF will charge the Licensee another month’s fee every 30 days until this license is cancelled by the Licensee, e.g. a license bought on January 1 will expire on January 30 and will be automatically renewed and Licensee will be charged the license’s required fee for a second month starting January 31 unless Licensee cancels the license on or before January 30.

MONTHLY SINGLE-USER VIDEO SUBSCRIPTION LICENSEES CAN CANCEL THE AUTOMATIC RENEWAL OF THIS SUBSCRIPTION AND BECOME A FREE MEMBER LICENSEE BY DOING THE FOLLOWING:

• Login to the Site using Licensee’s Login Credentials
• Click “Cancel subscription” or similar meaning words on the Welcome/Account page under the section header, Membership Management, and follow any other instructions provided.

2. Yearly Single-User Video Subscription License

This license enables an Individual Licensee (only) that has paid the posted, required fee to Access UoF Content on the Site for a year, defined as 365 days, for use only in the state/province and/or country provided by Licensee when ordering this license.

This License does not automatically renew and expires automatically at the end of 365 days. In order to renew a Yearly Single-User Video Subscription License, Licensee must purchase a new Yearly license by going to the Site without logging in, clicking the “Sign-up” button at the top of the Site, clicking “Order Now” under “Individual Subscriptions” and “Yearly” , and following any other instructions provided.

3. Free Member License

This license enables an Individual Licensee (only) to Access a limited subset of UoF Content on the Site until canceled. This License expires when canceled.

FREE MEMBER LICENSEES CAN CANCEL BY DOING THE FOLLOWING:

• Login to the Site using Licensee’s Login Credentials
• Click “Cancel Free Membership” or similar meaning words on the Welcome/Account page under the section header, Membership Management, and follow any other instructions provided.

4. Group Reference Resource License

A Group Reference Resource License permits a Group and its End-Users to Access UoF Content as a learning resource, only, that supplements, not replaces, the Group’s primary in- and out-of-classroom teaching functions and that cannot be used at all, in any way, in any Group controlled or affiliated online teaching programs, for a contractually defined timeframe, in single or multiple locations as specified in the Licensee and UoF’s effective, mutually signed Group Reference Resource License, for use only in the state(s)/province(s) and/or countries provided by Licensee in its applicable Group Reference Resource Limited License(s).

FOR CLARITY, A GROUP REFERENCE RESOURCE LICENSE DOES NOT PERMIT A GROUP TO USE UoF CONTENT AS DIRECT TEACHING CONTENT IN ANY OF THE GROUP’S ONLINE EDUCATIONAL CLASSES OR PROGRAMS THAT CHARGE ITS REGISTERED, ONLINE STUDENTS A DEDICATED FEE FOR SUCH ACCESS AND THAT PROMISE REGISTERED STUDENTS WHO SUCCESSFULLY COMPLETE SUCH ONLINE CLASSES OR PROGRAMS ANY SORT OF EDUCATIONAL CREDENTIAL, FOR EXAMPLE, BUT NOT LIMITED TO, A DEGREE, A DIPLOMA OR A CERTIFICATE.

Each Group Reference Resource License Licensee agrees that only the predefined End-Users set forth in Group’s and UoF’s effective, mutually signed Group Reference Resource License will Access UoF Content and that its End-Users will not allow non-Users to access the Site and/or to copy or attempt to copy any UoF Content.

By allowing its End-Users to Access UoF Content, Licensee represents and warrants to UoF that it will be reasonably responsible for all acts by any End-User and that its End-Users have been informed of and understand and agree to the conditions and covenants of this License Agreement, the UoF Terms & Conditions of Use (which can be accessed by clicking the link labeled “Terms of Use” appearing on the bottom of the Site, then clicking the link labeled “Terms & Conditions of Use”) and UoF’s Group EULA (found in the same location as the latter). If any End-Users are minors, the Group shall be solely responsible for all acts of said End-Users.

Group Reference Resource License Licensees and their End-Users will be authorized to Access UoF Content only from the UoF Site or as otherwise defined in Group’s and UoF’s mutually agreed to Group Reference Resource License agreement.

5. Online Education License

An Online Education License enables a Group and its End-Users to Access selected, predefined UoF Content from within any of the Group’s online educational classes or programs that charge registering students a fee for such Access and that promise registered students who successfully complete such online classes or programs any sort of educational credential, for example, but not limited to, a degree, a diploma or a certificate, for a contractually defined timeframe, in single or multiple locations as specified in Licensee’s and UoF’s effective, mutually signed Online Education License agreement, for use only in the state(s)/province(s) and/or countries provided by Licensee in its applicable Online Education License(s).

FOR CLARITY, A GROUP ONLINE EDUCATION LICENSE DOES PERMIT A GROUP TO USE UoF CONTENT AS DIRECT TEACHING CONTENT IN ANY OF THE GROUP’S ONLINE EDUCATIONAL CLASSES OR PROGRAMS THAT CHARGE ITS REGISTERED, ONLINE STUDENTS A DEDICATED FEE FOR SUCH ACCESS AND THAT PROMISE REGISTERED STUDENTS WHO SUCCESSFULLY COMPLETE SUCH CLASSES OR PROGRAMS ANY SORT OF EDUCATIONAL CREDENTIAL, FOR EXAMPLE, BUT NOT LIMITED TO, A DEGREE, A DIPLOMA OR A CERTIFICATE.

Each Online Education Licensee agrees that only the predefined End-Users set forth in Group’s and UoF’s effective, mutually signed Online Education License agreement will Access the selected UoF Content defined and licensed in the latter agreement and that its End-Users will not allow non-Users to access such Content and/or to copy or attempt to copy any UoF Content.

By allowing its End-Users to Access UoF Content, Licensee represents and warrants to UoF that it will be responsible for all acts by any End-User and that its End-Users have been informed of and understand and agree to the conditions and covenants of this License Agreement, the UoF Terms & Conditions of Use (which can be accessed by clicking the link labeled “Terms of Use” appearing on the bottom of the Site, then clicking the link labeled “Terms & Conditions of Use”) and UoF’s Group EULA (found in the same location as the latter). If any End-Users are minors, the Group shall be solely responsible for all acts of said End-Users.

Online Education Licensees and their End-Users will be authorized to Access UoF Content only via the agreed-to technical delivery mechanisms  software,  websites, e.g. Group Site, and/or as otherwise defined in Group’s and UoF’s mutually agreed to Online Education License agreement.

By allowing its End-Users to Access UoF Content, Licensee represents and warrants to UoF that it will be responsible for all acts by any End-User and that its End-Users have been informed of and understand and agree to the conditions and covenants of this License Agreement, the UoF Terms & Conditions of Use (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 “Terms & Conditions of Use”) and UoF’s Group EULA (found in the same location as the latter “Terms & Conditions of Use”).

5.1.2  Additional license terms applicable to some or all licenses defined in section 5.1.1:

• Licensee may request UoF permission to Access or use the UoF Content they’ve licensed under an effective Limited License in additional states/provinces and/or countries other than the one(s) cited in his/her/its currently effective Limited License. To make this request, Licensee must either 1.) click the Contact menu at the top of the Site, write a message defining the additional states, provinces and/or countries in which Licensee and/or its End-Users desire to be permitted to Access UoF Content, provide his/her/its name and other identifying information defined further below and then click “Send” or 2) send an email to Licensee’s UoF Representative asking for permission to license Access in defined, additional states/provinces/countries. Regardless of the method used to contact UoF for this purpose, the applicant must include the name under which his/her/its currently effective Limited License was purchased, along with Licensee’s email address, physical address and phone number. If UoF grants Licensee Access in the additional states/provinces and/or countries requested, such additional Access shall be subject to the covenants and conditions in this License Agreement, the UoF Terms & Conditions of Use and the Group EULA, as applicable and Licensee must pay UoF any additional sales or other taxes required by the governments of the requested, additional states/provinces/countries, if any, before Licensee has permission to Access UoF Content in the newly requested geographical location(s).
• UoF will not refund, return or cancel fees paid by Licensee for any part of any License due to Licensee’s or Licensee’s End-Users’ inability to Access the UoF Site or UoF Content due to any sort of technical or other problem.
• Licensee agrees to adhere to the UoF Terms & Conditions of Use (which can be accessed by clicking the link labeled “Terms of Use” appearing on the bottom of the Site, then clicking the link labeled “Terms & Conditions of Use”) and the covenants, conditions and limitations of use defined in this License Agreement.
• Discounts, rebates or other special offers made by UoF regarding Limited Licenses are only valid for the uninterrupted term of each license, starting from when the license was first purchased.
• UoF may increase or decrease the fees it charges for any Limited License it offers to either Individuals or Groups for subsequent license periods at any time and for any reason.
• The University of Fashion may terminate or not renew any license 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 any UoF Content granted under any Limited License cited in Sections 4 and 5 in accordance with a License 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 any required license fees.
• Group Content, Group Reference Resource and Online Education License Licensees agree 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 to confirm to UoF’s satisfaction that Licensee and its End-Users are adhering to the terms of the UoF Terms & Conditions of Use, their Group Content, Group Reference Resource and/or Online Education License(s) and the Group EULA.  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 any information UoF requests within 24 hours of UoF’s first notice to Group including, but not limited to, the methods used by End-Users to Access UoF Content, the number of End-Users Accessing UoF Content, whether or not UoF Content is being used in any of Group’s online classes, courses or programs, any and all educational credentials, e.g. diplomas, degrees or certificates, promised to End-Users’ Accessing any UoF Content, the tuition or other fees paid by End-Users registered to Access UoF Content in any of Group’s online or non-online classes or programs that provide Access to UoF Content, relevant books, financial and other records, agreements, servers, technical personnel and order reporting systems. Licensee agrees to pay to UoF within seven (7) days of written notification any fees applicable to Licensee’s use of the UoF Content 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, Licensee’s Group Content, Group Reference Resource and/or Online Education License(s), Licensee’s End-Users’ Group EULA, Access to UoF Content and/or may choose not to accept Licensee’s application to renew any of Group’s Group Content, Group Reference Resource or Online Education Licenses. Licensee agrees that UoF will not be responsible for any of Licensee’s costs incurred in cooperating with the audit.
• Group Content, Group Reference Resource and Online Education License Licensees must select a Group Administrator charged with overseeing and being reasonably responsible for End-User adherence to these licenses and for the management of their End-Users. Notwithstanding the foregoing, Licensee will at all times be reasonably responsible for any misuse of the Site, Group Site and/or UoF Content by Licensee and/or its End-Users.

5.2  Final Sale Warning.

ALL UoF CONTENT IS LICENSED, NOT SOLD, TO INDIVIDUAL LICENSEES THROUGH THIS LIMITED LICENSE FROM UoF. AS SUCH, INDIVIDUAL LICENSEES MUST MAKE PURCHASE SELECTIONS ON THE SITE CAREFULLY.  INDIVIDUAL LICENSEES CANNOT REQUEST A REFUND FOR OR CANCEL A LICENSE ONCE THE INDIVIDUAL LICENSEE HAS COMMITTED TO A LICENSE PURCHASE ON THE UoF SITE.

6.   Term.

License to Access UoF Content is effective until terminated. Licensee’s and, where applicable, Licensee’s End-Users’ failure to comply with any terms or conditions of the License Agreement, including failure to pay required license fees, will result in automatic termination of the license to Access UoF Content.  Upon license termination UoF will remove Licensee’s and, where applicable,  its End-Users’ Access to the Site and to licensed UoF Content as soon as is possible. Until such Access has been blocked, though, Licensee, and where applicable, Licensee’s End-Users must immediately discontinue all Access to UoF Content.

7.   Access to UoF Content.

UoF strives to provide UoF Content to its Licensees on a continuous basis. To that end, UoF will use commercially reasonable efforts to provide uninterrupted Access to UoF Content to its Licensees and their End-Users.  However, from time to time, Licensees and their End-Users 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, or the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to UoF, Licensee’s and/or End-Users’ software issues, server downtime, increased or disrupted Internet traffic, diminished internet bandwidth, programming errors, regular maintenance of the UoF Site or Group Site IT systems, and the like. In response to any unavailability of UoF Content 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 UoF time, resources, personnel or money. ANY OF THE FOREGOING EVENTS WILL NOT ENTITLE USERS TO A REFUND OF ANY PORTION OF 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 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”. Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for successfully Accessing UoF Content.

8.   License Restrictions.

• Users expressly warrant and represent not to engage in, either personally or through an agent, any of the following (collectively and individually, “Prohibited Conduct”):
  • Transmit, install, upload or otherwise transfer any virus, advertisement, communication, and/or other item or process to the Site or Group Site that in any way affects the use, enjoyment or service of the Site 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 or obtain UoF Content, other than what is expressly allowed by this License Agreement;
  • Permit or provide anyone with Access to UoF Content using Licensee’s Login Credentials or the Login Credentials of another authorized User or any other method that enables anyone to Access UoF Content without express UoF authorization;
  • 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 on the Site 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 the Site’s and/or Group Site’s security mechanisms, Access any UoF Content on the Site or Group Site or access any server that Licensee is not authorized to Access, and/or otherwise breach the security of the Site or Group Site and/or corrupt the Site 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 Licensee’s or User’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 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, 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 Users of UoF Content do not engage in Prohibited Conduct, UoF reserves the right to monitor use of the Site and reserves the right to terminate Licensee’s licenses or to deny Access to the Site, including UoF Content, to Licensee and/or to any other person or entity whose use of Site, Group Site and/or UoF Content suggests, at UoF sole discretion, Prohibited Conduct. Access of the materials included in UoF Content beyond that of normal patterns of use that suggests systematic copying of the materials or exceeding Access granted in the License Agreement constitutes a breach of the conditions and covenants of this License Agreement and will result in the immediate termination of the license obtained hereunder and denial of Access to UoF Content, 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.

9.   Limitation of Liability.

UNIVERSITY OF FASHION PROVIDES NO WARRANTY THAT THE FUNCTIONALITY OF A GROUP’S GROUP SITE WILL BE ACCEPTABLE TO ANY END-USER.

EXCEPT FOR ACCESS DOWNTIME, UNIVERSITY OF FASHION STATES THAT THE UoF SOFTWARE ON THE SERVER THAT ALLOWS 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 A USER’S HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE WITH 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: (A) TO REPLACE THE DEFECTIVE SOFTWARE OR (B) TO ADVISE THE USER AS TO 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 UoF CONTENT ON A PRO RATA BASIS. A USER MUST INFORM UNIVERSITY OF FASHION OF ANY PROBLEM WITH 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 REPAIR OR REPLACE SOFTWARE, 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 ANY LICENSEE, USER OR 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 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.

LICENSEE AND USERS ACCESS THE 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, THE GROUP SITE AND/OR UoF CONTENT WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT THE SITE, THE GROUP SITE AND/OR UoF CONTENT WILL SATISFY LICENSEE’S AND/OR END-USERS’ REQUIREMENTS AND/OR THAT THE SITE, THE GROUP SITE AND/OR UoF CONTENT WILL OPERATE IN COMBINATION WITH OTHER HARDWARE AND/OR SOFTWARE AND/OR WITH LICENSEE’S AND/OR END-USERS’ INFORMATION TECHNOLOGY ENVIRONMENT(S).  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 THAT UoF CONTENT IS DELIVERED “AS IS”.

LICENSEE’S USE OF THE SITE IS AT LICENSEE’S SOLE RISK AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S OR LICENSEE’S END-USERS’ COMPUTER SYSTEM(S) 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, MALWARE 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 UNIVERSITY OF FASHION CONSULTANT, DEALER, AGENT, CONTRACTOR, EMPLOYEE OR UoF REPRESENTATIVE 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.

Licensee acknowledges 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 such content constitutes neither an endorsement nor a recommendation by UoF of such 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 associated with or the 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 an 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 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.

12.1 Copyright and Trademarks. UoF Content is the proprietary product of UoF and is protected by copyright and other intellectual property laws.  UoF Content is licensed and not sold.  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 License Agreement.  UoF or its third party content providers will retain all worldwide rights to the UoF Content intellectual property in and on the Site or Group 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 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 License Agreement, nothing that you read or see on the Site or Group 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 or another license agreement providing additional rights that has been signed by a UoF Officer.

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”), that User may forfeit his/her/its intellectual property rights and moral rights contained therein. By providing Feedback, a User grants 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.

13.  Indemnification.

Group agrees 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’s or User’s Prohibited Conduct, improper or illegal use of UoF Content, Site or Group Site, breach of this License Agreement and/or 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.

Licensee(s) and Users 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 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 Login Credentials to Access UoF Content on the Site. End-Users must use the Login Credentials or other Access methods defined in their Group’s Limited License. To protect against unauthorized Access, 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.

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

Licensees and End-Users 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. Licensees and End-Users agree to notify UoF immediately of any unauthorized or suspected unauthorized use or loss of their 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 LICENSEES AND/OR END-USERS INCUR AS A RESULT OF A NON-USER OR NON-USERS USING LICENSEE’S AND/OR END-USER’S LOGIN CREDENTIALS FOR THE PURPOSE OF GAINING ACCESS TO UoF CONTENT WITH OR WITHOUT THE LICENSEE’S AND/OR END-USER’S 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 A NON-USER’S USE OF THE LOGIN CREDENTIALS ASSOCIATED WITH YOUR ACCOUNT.

If you are an Individual Licensee and want to change your Login Credentials, go to the Site, enter your current Login Credentials, click “Edit Profile” under Membership Management, then change your Login Credentials and click to save your change. If you are an End-User in a Group, contact your Group Administrator and ask to change your Login Credentials.

15.  Termination of License Agreement.

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 or licenses permitting Access to UoF Content without notice if UoF believes, in its sole judgment, that Licensee or its End-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.

16.  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 Site for more information on the University of Fashion’s Privacy Policy.

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

This License Agreement and any claim or action related to or arising from this License Agreement or UoF Content 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 Licensee 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 License Agreement. Each party will bear his/her/its/their own expenses and attorneys’ fees related to any arbitration, claim or action.

18.  Miscellaneous.

This License Agreement constitutes the entire agreement between UoF and 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) 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 or UoF Content on a Group Site, User signs for and accepts this shortening of the statutes of limitations. UoF makes no representation that UoF Content on the Site 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 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 email.

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

February 1, 2022

Document 12-12

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

Document 13-10

University of Fashion® Certificate Terms & Conditions of Use

PLEASE READ THE FOLLOWING CERTIFICATE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING UNIVERSITY OF FASHION CERTIFICATES OF COMPLETION IN ANY WAY. BY USING, DOWNLOADING, PRINTING OR PROMOTING UNIVERSITY OF FASHION CERTIFICATES OF COMPLETION, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS OF USE AND THAT YOU ACCEPT AND AGREE TO THE COVENANTS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THE CERTIFICATE TERMS AND CONDITIONS OF USE, YOU MAY NOT USE UNIVERSITY OF FASHION CERTIFICATES OF COMPLETION FOR ANY PURPOSE.

WHEREAS

Many paid subscribers ("Subscribers") and free members who have not paid for a UoF subscription ("Free Members") have asked UoF to offer "certificates of completion" ("Certificates") so that they can tell others ("Third Parties") what UoF video lessons ("Lessons") they have watched,

The University of Fashion ("UoF") has agreed to offer such Certificates.

NOW THEREFORE: Both UoF, Subscribers and Free Members hereby agree:

1. Tracking
Effective June 1, 2022, Subscribers and Free Members agree to allow UoF to track their progress in watching Lessons so that they can earn Certificates, one per Lesson, that can be shown to or otherwise communicated to Third Parties. UoF only uses Subscriber or Free Member Certificate-related, Lesson progress, tracking data for the management of its Certificate program. These tracking data are not provided to any third parties.

2. Conditions Required for the Awarding of Certificates
To earn a Certificate for a particular UoF Lesson, Subscribers must watch a Lesson shown under the UoF website's "Lessons" menu and Free Members must watch one of the 3 free Lessons shown on their "Account" page after June 1, 2022. UoF will not award Certificates to either Subscribers or eligible Free Members for Lessons that were alleged to have been watched prior to June 1, 2022. UoF will also not award Certificates to either Subscribers or eligible Free Members who, per the tracking data available to UoF, have skipped ahead in Lessons by moving the slider shown on the bottom of every Lesson's video screen on the UoF website, thus skipping over, i.e., not watching, some, most or all Lesson content. UoF may cancel the accounts of Subscribers and Free Members who engage in the latter tactic. Subscribers or eligible Free Members who have engaged in this tactic must start from the beginning of the latter described, skipped over Lessons and start watching those Lessons again to earn a Certificate for them.

3. Certificate Modifications and Transfers
Certificates provided to a Subscriber or Free Member are that person's alone. The original digital or printed representations of each Subscriber's or Free Member's Certificates may not be altered in any way. Certificates may not be transferred to or claimed to be due to any work done by others.

4. Use of Certificates as Evidence of Competency
UoF expects its Certificate-receiving Subscribers or Free Members to do the work described and taught by that Certificate's named Lesson. When asked by Third Parties (e.g., a Subscriber's or Free Member's potential employer or a fashion school) to comment on any Certificate-holder's competency claims, UoF will respond that the physical project(s), if any, completed by that Certificate-holder while watching the Lesson cited on his/her Certificate, is(are) the only real evidence of that Certificate-holder's competency.

5. No Guarantees
UoF makes no claims and provides no guarantee that Subscribers or Free Members obtaining Certificates will obtain any financial, professional or other benefit due to their having been awarded Certificates.

6. Accuracy
UoF makes no claim that the data leading to its awarding of Certificates, e.g., the number of seconds or minutes Subscribers or Free Members spent watching Lessons, are accurate.

7. Watching History

Monthly and Yearly Subscribers
UoF keeps a record of each Subscriber's individual Lesson-watching history in the Subscriber's UoF account. UoF maintains each Subscriber's watching history even when they cancel their paid subscription or when it terminates at the end of its term.

Free Members
Free member accounts are non-paid, non-subscription accounts. Free Members are only permitted to watch 3 free Lessons, chosen by UoF. Free Member accounts last until canceled or until the account holder requests that the account be deleted entirely. In either case, upon the cancelation or deletion of a Free Member account, all the account-holder's Certificate-related watching history will also be deleted along with the account. This will lead to the irretrievable loss of all the Free Member account holder's past certificate progress history.

8. Certificate Program Duration
UoF may cancel the Certificate Program described in this agreement and on the UoF website (UniversityofFashion.com), at its sole discretion, at any time and for any reason, without notice to past or present Certificate holders. When UoF decides to cancel its Certificate program, UoF may, at its sole discretion, delete all Certificate watching history and/or delete or modify any pages describing its Certificate program on the UoF website.

9. Non-agreement to these Certificate Terms & Conditions
Any Subscriber or Free Member who does not wish to accept these terms & conditions has two options: 1.) Cancel their account by logging in, looking for Membership Management on their left and clicking the "Cancel" link, or 2.) Use the site, as usual, for learning purposes and never attempt to download any Certificates on their My Learning page.

10. Elimination of Certificate-related, tracking data
Any Subscriber or Free Member who does not want UoF to track and store their certificate-related, Lesson-watching progress must write UoF using the Contact menu link shown at the top of most pages on the website and ask UoF to delete their account. UoF will refund Monthly subscribers who want UoF to delete their accounts the total amount they paid in their last monthly subscription payment. UoF will refund Yearly subscribers who want UoF to delete their accounts the total amount they last paid for their current Yearly subscription.

11. Certificate Program Problems
The UoF website, like most websites, experiences technical problems on occasion. UoF provides no guarantees that its Certificate program will always work, i.e., sometimes it might go "down" or succumb to technical problems that cause it to temporarily function poorly, or not at all. UoF will make all reasonable efforts to solve any certificate-related technical problems as quickly as possible but makes no promise that these solutions will be acceptable to its Subscribers and Free Members.

12. Disparagement
UoF Subscribers and Free Members agree to use Certificates in a morally acceptable way, i.e., to not disparage UoF or anybody else through their use of UoF Certificates, and not to use UoF Certificates for any money-making purpose outside of the Subscriber's or Free Member's own employment or educational pursuits.

Doc 20-1
June 14, 2022