Terms & Conditions

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 2008-2019, 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 content displayed on this Site is prohibited.

3. LIMITED LICENSE GRANT AND OWNERSHIP BY UNIVERSITY OF FASHION
Except as expressly provided in these Terms and Conditions of Use, and the applicable licenses for 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.

4. 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 purchased a UoF Subscription License or if your Group’s leadership has executed a Group Content License, a Group Reference Resource License and/or an Online Education License agreement 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.

5. 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 University of Fashion or universityoffashion.com's business, computers, servers or databases;

- Allow anyone to access and/or to copy or attempt to copy any UoF Content presented by the Site;
- Capture, download, film, save, upload, print and/or otherwise retain information and content available on the Site other than what is expressly allowed by University of Fashion;
- Permit or provide others access to the Site using your username, email address and/or password or the name, username, email and/or password of another authorized, licensed Group member or any other method that enables non-licensees to access the Site in any way;
- Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the videos, software, information, text, graphics, source code and/or HTML code, or other content available on the Site;
- Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the UoF Content available on the Site;
- Transfer the Site content to another person; "frame," "mirror," "in-line link," or employ similar navigational technology to the Site content; or "deep link" to the Site content;
- Violate or attempt to violate Site security mechanisms, access any data or server to which you are not authorized to access and/or otherwise breach the security of the Site and/or corrupt the Site in any way;
- Engage in any other conduct which violates the Copyright Act or other laws of the United States;
- Use any device (such as a "web crawler" or other automatic retrieval mechanism) or other means to harvest information about other licensees of the Site, the Site or UoF, except for online search facilitation through services such as Google™;
- Use the Site to violate UoF's and/or any third party's reputation, intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of UoF's or a third party's intellectual property rights;
- Misrepresent your identity or personal information when accessing the Site; forge any TCP/IP packet header or any part of the header information in any email so that the email appears to be generated by University of Fashion or 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 of the 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 www.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 University of Fashion by clicking the Contact menu at www.UniversityofFashion.com, writing a message to UoF and clicking "Send" within 24 hours of learning that your password has 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.

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

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

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 SECTION 6, UNLESS THIS OWNERSHIP HAS BEEN ASSIGNED TO UoF BY YOU IN WRITING).

7. APPLICABILITY, MODIFICATIONS & INDEMNITY

Geographic Scope. University of Fashion reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law.
Content changes. University of Fashion in its sole discretion may add, delete or change 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.

8. RESTRICTED RIGHTS & EXPORT CONTROLS

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

9. DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY
DISCLAIMER OF WARRANTY. UNIVERSITY OF FASHION AND OTHER 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.

10. 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 THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL 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.

11. CONTACTING UNIVERSITY OF FASHION
Should you desire to contact University of Fashion, you may do so by clicking the "Contact" link on the top of the UoF Home page, fully and accurately filling out the required form and clicking the "Send" button.

12. 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. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts in the County of Riverside in the State of California, consents to the extra-territorial service of process, and waives any jurisdictional, venue or inconvenient forum objections to such courts. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Riverside County, California. University of Fashion makes no representation that the Content is appropriate or available for use in locations outside the United States of America, and your accessing the Content from locations where such Content is illegal is strictly prohibited.
Disputes, Language and Attorneys' Fees. In any action to enforce this Agreement, the prevailing party will be entitled to its costs, attorneys' fees, and expenses (including expert witness fees). You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to University of Fashion or Other Providers and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, University of Fashion and Other Providers will be entitled to injunctive relief for potential or actual breach of this Agreement. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement and any dispute resolution (including, but not limited to, any court proceeding) shall be in the English language only.
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. The Revised Agreement shall be effective immediately upon its posting on the Site and shall be effective for all your subsequent Site Use. You agree to review the UoF Terms and Conditions of Use periodically to be aware of the 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. If the Agreement is terminated, you agree to cease all Site Use and, upon request by University of Fashion, to return all Information in your possession relating to the Site, and all copies thereof.
Survival of Certain Provisions. The sections titled, "Trademark Notices", "License Grant and Exclusive Ownership by University of Fashion" (excluding the "Limited License" grant), "Restrictions on Use", "Submission of Information By You", Indemnity paragraph of "Applicability, Cooperation & Indemnity", "Disclaimer of Warranty and Limitation of Liability", "Miscellaneous" and Terminology shall survive the expiration or termination of this Agreement. No expiration or termination of this Agreement shall release you from any obligation to pay University of Fashion any amount that has accrued and become payable at or prior to the date of expiration or termination.
Assignment; Transfer. You shall not assign or transfer any interest in this Agreement, whether by merger, consolidation, operation of law, or otherwise without the prior written consent of 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 an authorized officer 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.

13. 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.
- "Content Providers" means both University of Fashion and Other Providers.
- "Group" means 2 or more individuals who are members of an organization, e.g. members of a sewing club, patrons of a library, students, faculty and administrators in a school, friends, acquaintances and any other people who have collectively bought a Group Reference Resources License or employees working for a company, as applicable.
- "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.

- “Group Content 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.

"Home Page" means the page displayed on the Site after entering https://www.UniversityofFashion.com, into a browser address bar.
The phrases: "including", "includes" and "include", wherever used in this Terms and Conditions of Use agreement, means "including, but not limited to".
- "Individual Subscription" means access to the Site provided by either a Monthly Single-User Video Subscription License or a Yearly Single-User Video Subscription License. "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.
- "University of Fashion License Agreement" or "License Agreement" defines the terms of the UoF Subscription License 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, 220 Madison Avenue, Suite PH-H, New York, New York, 10016. Any such notice shall be deemed given 3 business days after such Notice is sent. Note specifically in any correspondence sent to UoF that you expect a response, provide an address and phone number to which the response should be directed and allow at least 45 days for such a response to be provided
- "Other Providers" 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.
- "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.
- "Revised Agreement". If the Agreement is modified in accordance with the section titled "Modifications", for convenience in distinguishing the original Agreement from the modified Agreement, the most recently modified Agreement may be referred to as the "Revised Agreement".
- "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, Inc.
- "UoF Content" or "Content" means any and all videos, resources, downloadable materials or services provided by UoF on its Site that are only accessible to 1.) those individuals who have purchased a UoF Subscription License or 2.) the members or end-users of those Groups that have purchased a Group Reference Resource License, a Group Content License and/or an Online Education License.
- "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.
- "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.

Document 12-15
August 1, 2019

These guidelines are for all University of Fashion® (UofF) licensees (e.g. both institutional licensees and Single User Video Subscription licensees), advertisers, corporate and educational institutions, any UofF customers, end users who have been provided access to UofF content through their school, library or other institution, registered Free Members and other parties wishing to use University of Fashion trademarks, service marks or images in promotional, advertising, instructional, or reference materials, or on their web sites, products, labels, or packaging. Use of University of Fashion® trademarks are prohibited unless expressly licensed in writing to you.

If you have any questions regarding these guidelines, please contact your University of Fashion representative or submit a query to University of Fashion by clicking on the “Contact” link on the bottom of the Home page on the University of Fashion website, i.e. the first page one sees after typing and entering the UofF URL (www.universityoffashion.com) into an internet web browser, filling out the form provided, including your query, and clicking to send the contents of the form to University of Fashion via the internet.

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

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

Permitted Use of University of Fashion Trademarks

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

Acceptable: XYZ CONFERENCE for University of Fashion® members

  1. The use must reflect favorably on both the University of Fashion and the University of Fashion brand, products or technology.
  2. Your name and logo appear more prominent than the University of Fashion word mark on all printed materials related to the publication, seminar or conference.
  3. 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.
  4. 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®
  5. 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.”
  6. 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.

 

  1. University of Fashion Logo University of Fashion-owned Graphic Symbols and Taglines: You may not use the University of Fashion Logo or any other University of Fashion-owned graphic symbol, logo, or icon on or in connection with web sites, products, packaging, manuals, promotional/advertising materials, or for any other purpose except pursuant to an express written trademark license from University of Fashion.

 

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

Not acceptable:   University of The Fashionable

  1. 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.

 

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

 

  1. 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.

 

  1. University of Fashion Trade Dress: You may not imitate the distinctive University of Fashion web site design, logos, or typefaces.

 

  1. Slogans and Taglines: You may not use or imitate a University of Fashion slogan or tagline.

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

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

Not acceptable:    “originaluniversityoffashion.com”

Proper Trademark Notice and Attribution

For  Distribution Within the United States Only

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

The following are the correct formats:

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

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

For Distribution Outside the United States:

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

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

_________ is a trademark of University of Fashion, Inc.

COPYRIGHT

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

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

 

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

Document 12-16

9/28/2018

University of Fashion® Description of Goods and Services

Our Goal
Our goal is to teach people how to become competent fashion designers.

Our Product
We provide streaming, on-demand access, on a subscription basis, to hundreds of step-by-step, full-length video lessons teaching students how to master a broad variety of fashion-related subjects. Our lessons show experienced fashion college professors or fashion industry experts teaching disciplines such as draping, pattern making, sewing, fashion art, accessories, knits, childrenswear, CAD pattern making, menswear, product development, and more. Many of our lessons come with downloadable supplemental materials, as well as non-downloadable written transcripts. All of our lessons come with closed captions.

Our subscriptions also include lectures on fashion subjects, tours of various fashion facilities, such as museums and companies, access to downloadable croquis templates, an informative newsletter and blog, a store where subscribers can learn about and buy fashion tools and supplies, information on fashion schools, museums, websites, blogs and magazines, and a fashion terminology dictionary.

Our Customers
The University of Fashion ("UoF") has two types of customers, individuals and Groups.

1. An Individual is a person who wants to license access to UoF's video lessons and other content provided on the UoF website at UniversityofFashion.com for his/her own private use, only.
2. A Group is composed of two or more individuals who want to license access to UoF's video lessons and other content provided on the UoF website at UniversityofFashion.com for the use of its members. Examples of Groups include friends, families, communities, companies, schools, clubs or libraries. Their members (or end users) might include several individual friends, a company's employees, a club's members, a school's students or a library's patrons.

Our Subscription Options
The UoF offers multiple subscription/licensing programs.

1. Individuals can choose either one or the other of two subscription options:

a. 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 until 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.

b. 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.

2. Groups can choose either one or both of two subscription options

a. 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 all UoF video lessons and the other content and services provided on our website at UniversityofFashion.com for study and reference use only. This license does not permit a Group to use UoF video lessons or any other content provided on the University of Fashion website at UniversityofFashion.com as instructional materials in Group's online teaching courses or programs that require students to pay dedicated tuition fees for such online courses or programs and/or that promise registered students who successfully complete such online courses or programs any sort of educational credential, e.g. a degree, a diploma or a certificate. Group Content Licenses do not automatically renew. They automatically terminate at the conclusion of their terms.

b. 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 and services provided on our website at UniversityofFashion.com as instructional materials in Group's online teaching courses or programs that require students to pay dedicated tuition fees for such online courses or programs and that promise registered students who successfully complete such online courses or programs any sort of educational credential, e.g. a degree, a diploma or a certificate. Online Education Licenses do not automatically renew. They automatically terminate at the conclusion of their terms.

Each of the above UoF licenses are subject to the UoF Terms of Use and License Agreement found by clicking the "Terms of Use" link on the bottom of the UoF website at UniversityofFashion.com, in addition to their own, respective, dedicated license agreements and, in the case of Groups only, the UoF Group End User License Agreement which can be accessed by clicking the "Terms of Use" link on the bottom of the UoF website at UniversityofFashion.com.

What we charge for our subscriptions

a. 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 "Sign-up" button at the top of our website at UniversityofFashion.com, choose the type of subscription you want, then follow the prompts from there.

b. We charge varying amounts for Group Reference Resource Licenses and/or Online Education Licenses depending upon the Group's nature (e.g. we charge more to for-profit companies than to non-profit libraries), the size of the Group, i.e. its number of members, students, patrons, etc., the size of the then-current University of Fashion lesson inventory and its associated production and maintenance costs, and/or other factors. To get a quote for your Group, just click the "Subscriptions" menu at the top of the UoF website at UniversityofFashion.com, then click "For Schools, Libraries and Other Groups". Fill out the form provided, and we will respond to you shortly.

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

Document 12-1
8/1/2019

Refund Policy

The University of Fashion® (UoF) prides itself in providing prospective subscribers with a tremendous amount of information enabling them to make an informed choice before paying any money for a UoF subscription. Prospective subscribers can watch brief preview videos of most, if not all, lessons before purchasing a subscription. They can read a detailed description of every video on the UoF website, read an excerpt from every video lesson’s transcript, if offered, read the list of the tools and supplies required for every lesson, learn about every lesson’s instructor, learn the length in time of every lesson and see the chapter headings for every lesson offered on the UoF website.

AS A RESULT, THE UNIVERSITY OF FASHION® (UoF) DOES NOT PROVIDE REFUNDS FOR EITHER MONTHLY OR YEARLY SINGLE-USER VIDEO SUBSCRIPTION LICENSES PURCHASED FOR ANY CONTENT IN THE UNIVERSITY OF FASHION ONLINE FASHION DESIGN VIDEO LIBRARY™ (OFDVL™) REGARDLESS OF ANY CLAIMED CIRCUMSTANCES.

See also the UoF Cancellation Policy by clicking the “Terms of Use” link on the bottom of the UoF Home page.

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

 

Document 12-4

9/20/2018

All licensable University of Fashion® content is found in the University of Fashion® Online Fashion Design Video Library™ (OFDVL™).  The University of Fashion (UoF) never actually sells physical videos, transcripts or lesson guides to anyone. UoF only licenses its full-length videos, full written transcripts and lesson guides, where and if applicable, for a specific monthly or yearly term.

As a result, no one can return a video, transcript or lesson guide to UoF because no one actually ever owns or takes physical possession of any UoF’s videos, transcripts or lesson guides.

WHEN ORDERING, YOU MUST SELECT CAREFULLY AS ONCE YOU LICENSE ANY CONTENT IN THE OFDVL, THE LICENSE(S) FOR THOSE MATERIALS CANNOT BE CANCELLED.

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

Document 12-3

10/02/2018

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

  • You can cancel a Monthly Single-User Video Subscription License, but its cancellation will not take effect until its current 30 day term is concluded.

Customers can cancel a Monthly Single-User Video Subscription License, per the terms cited above, by following these steps:

  1. Login to the University of Fashion Website
  2. Under Membership Management, click “Cancel [Monthly or Yearly] Subscription”
  3. Follow any directions that then appear
  • You cannot cancel a Yearly Single-User Video Subscription License once you purchase it. A Yearly Single-User Video Subscription License lasts 365 days and does not auto-renew. However, before it self-cancels, we’ll contact you to ask if you’d like to renew your subscription.
  • If you are the administrator of a Group (I.e. a school, a library or other organization comprised of 2 or more people), you cannot cancel a Group Video Subscription License once you purchase it. These licenses lasts 365 days and do not auto-renew. However, before it self-cancels, we’ll contact you to ask if you’d like to renew your subscription.
  • If you are a member of a Group (I.e. a school, a library or other organization comprised of 2 or more people), you cannot cancel a Group Video Subscription License. These are licenses purchased by the certain administrators of your Group. If you wish to make changes to your UoF access privileges, contact your Group administrator.

 

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

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

Note: Be careful not to mistype your email or we won’t be able to get back to you.

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

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

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

 

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

University of Fashion® does not store any of its customer’s credit card numbers. It immediately deletes its customer’s financial information after applying this information to requested purchases.

The data on the University of Fashion website 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.

For Individuals

Single-User Subscription Licenses

  • Monthly Single-User Video Subscription License: $19.95
    • Term: 30 days
  • Yearly Single-User Video Subscription License: $189.00
    • Term: 365 days

Individual subscribers can access and view all of the full-length video lessons on the entire 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, for the entire term of their subscription.

Those wishing to buy one of the above subscription licenses can go to www.universityoffashion.com and click “Sign-up”.

For Organizations

Group Video Subscription Licenses

  • Group Video Subscription License
    • This License is designed for organizations that want to show UOF’s full-length videos to groups of 2 people or more. These groups of users may include friends, students, faculty, employees, library patrons, club members, store customers and fashion consultants.
    • Term: 365 days, or more

UOF Group Video Subscription Licenses vary in price for many reasons, but their pricing is especially affected by the numbers of people given access to the UOF video library. For most Groups, however, large or small, the cost per-person of a Group subscription is much less than the cost of a single-user subscription.

Those interested in a Group Video Subscription License should go to http://www.universityoffashion.com/group-registration/, fill in the required information and follow instructions to send their information to the University of Fashion. A University of Fashion representative will respond to you shortly after receiving your inquiry.

All of the above licenses are subject to the University of Fashion® Terms of Use, whose link is at the bottom of the University of Fashion Home page and, in the case of Group licenses only, the University of Fashion Group Content License Agreement. 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.

UNIVERSITY OF FASHION® LICENSE AGREEMENT

EFFECTIVE DATE: June 15, 2017

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

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

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

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

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

  1.   Contact Information.

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

  1.   Definitions. Capitalized terms not otherwise defined in this License Agreement will have the meanings specified in this Section 2.
  • Access(es)” or “Accessing” means subject to the conditions and covenants of this License Agreement, accessing, using or viewing the content or otherwise obtaining information from the OFDVL as permitted in this License Agreement.
  • Agreement” or “License Agreement” refers to this University of Fashion License Agreement and the conditions and covenants herein and any subsequent modifications.
  • Authorized Members” refers to all formal members of a Group, e.g. school students and faculty, club members, company employees or library patrons unless only a limited subset of such members are specifically authorized to Access the UOF Site in a mutually signed Group Content License Agreement
  • UOF Content” means any video, resource or service provided by UOF on its Site
  • Group” means an Organization with 2 or more people, such as a School or Library, as applicable.
  • “Home Page” is the first page one sees after typing and entering universityoffashion.com into one’s internet browser
  • Invoice” means a written document signed by both UOF and Group that defines agreed-to pricing Group’s promotion of the Site, limitation of Users by type and number, and, if applicable, how eligible Users access the site.
  • Licensee” refers to any person or Group that licenses the OFDVL subject to the conditions and covenants of this License Agreement, and may be a Yearly Single-User Video Subscription Licensee, a Monthly Single-User Video Subscription Licensee, a Yearly Group Video Subscription Licensee and/or User with access to full-length videos on the UOF site.
  • License Plan” means one of 3 available licenses which individuals or Groups can obtain from UOF
  • Monthly Single-User Video Subscription” License is defined in Section 5, below.
  • “Organization” means an organization or business entity other than a School that has entered into a Licensed Content Agreement with UOF for access to the OFDVL.
  • Online Fashion Design Video Library™” or “OFDVL™” means any part of universityoffashion.com that is only accessible by a paid-for license as described in Section 5, including but not limited to, the UOF database of videos and other audio-visual content, including written transcripts, where available.
  • Order Form” means a written document signed by both UOF and a Group that defines agreed-to Group pricing, Group’s allowable promotion of the Site, limitation of Group Users by type and number, and, if applicable, how eligible Group Users can access the site.
  • Site” means the UOF proprietary website maintained on the World Wide Web under the URL of universityoffashion.com, available at http://www.universityoffashion.com and includes, but is not limited to, the OFDVL.
  • School” means a teaching institution that has entered into a Group Content License Agreement with UOF for access to the OFDVL.
  • Transcript(s)” means the words, converted to written format, used by the Instructor or narrator associated with any of the videos in the OFDVL.
  • University of Fashion” and “UOF” refers to University of Fashion, Inc., a California corporation.
  • “UOF Officer” means a UOF Executive Chairman, CEO, President, Vice President, CFO or CMO.
  • “UOF Representative” means either a UOF sales representative or sales supervisor.
  • com” is the website representing the proprietary and business interests of University of Fashion, Inc.
  • User(s)” mean(s) a person, entity or entities that has/have a license to Access the OFDVL or have a license right to use the OFDVL through a Group and has entered into a Group Content License Agreement directly with UOF.
  • Yearly Single-User Video Subscription” License is defined in Section 5, below.
  • Yearly Group Video Subscription” License is defined in Section 5, below.
  1.   Modification of Terms. University of Fashion reserves the right to modify the terms and conditions of this License Agreement at any time. Except as otherwise stated herein, any change to the terms and conditions is effective immediately after University of Fashion gives notice to the User. Notice can be given through e-mail, a posting on the Site or the OFDVL or any other means by which a User may obtain notice. User agrees to check the Site and the OFDVL periodically for changes to the conditions and covenants of this License Agreement. Any use of the OFDVL after changes have been made will be deemed acceptance of those changed terms and conditions.
  2.   Limited License. Subject to and conditioned upon compliance with the terms and conditions of this Agreement and the payment of the license fees, the University of Fashion, Inc. grants each Licensee a limited, non-exclusive, revocable, non-sublicensable and non-transferable license in the State of California (“CA”), to Access the content and information available in the OFDVL in accordance with the license plan purchased as set forth Section 5 (“License Plan”). Licensee’s Access to the OFDVL cannot exceed the terms of the License Plan purchased. The OFDVL may only be Accessed from the OFDVL through the universityorfashion.com Site.  Except for when expressly offered by certain lessons, the content of the OFDVL may not be downloaded, filmed or copied in any manner whatsoever. A breach of any of the conditions or covenants of this License Agreement by a Licensee will result in the immediate termination of Licensee’s rights to access the OFDVL granted herein and Licensee must immediately cease use of the OFDVL.
  3.   License Plans; Fees; Renewal; Refund Policies.

5.1 License Plans

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

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

This license enables an individual Licensee (only) Access to all OFDVL full-length videos, plus their accompanying Transcripts and related other audio-visual material (if any) on the UOF Site for a month, defined as 30 days, for use only in the state/province and/or country provided by Licensee when ordering this particular plan.

This License automatically renews every 30 days until cancelled by the Licensee, e.g. a subscription bought on January 1 will expire on January 30 and will be automatically renewed for a second month starting January 31 unless cancelled on or before January 30.

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

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

This license enables an individual Licensee (only) Access to all OFDVL full-length videos, plus their accompanying Transcripts and related other audio-visual material (if any) on the UOF Site for a year, defined as 365 days, for use only in the state/province and/or country provided by Licensee when ordering this particular plan.

This License expires automatically at the end of 365 days.

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

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

Each Yearly Group Video Subscription Licensee agrees that only the predefined Users set forth in its effective or most recent Group Content License Agreement, Order Form or Invoice with UOF will Access the Site and that its Users will not allow non-Users to access the Site and/or to copy or attempt to copy any OFDVL content.

In addition to this License Agreement, Group Video Subscription License Users are   required to accept and agree to the UOF End User License Agreement prior to Accessing the OFDVL.  If Users are minors, the Group will be responsible for all acts of said Users.

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

By allowing Licensee’s Users Access to the OFDVL, Licensee represents and warrants to UOF that it will be responsible for all acts by any User in their Group and that Licensee’s Users have been informed of and understand and agree to the conditions and covenants of this License Agreement, the Terms of Use of universityoffashion.com located at the link at the bottom of the Home page on the UOF Site and UOF’s Group End User License Agreement, found in the same location as the latter.

A Group Video Subscription Licensee administrator (the “Administrator”) will be selected by the Licensee and be designated to oversee and be responsible for adherence to this UOF License and for the management of Group Users. Notwithstanding the foregoing, Licensee will at all times be responsible for any misuse of the Site and/or OFDVL by Licensee or its Users.

By purchasing a Group Video Subscription License, Licensee agrees to allow agents commissioned by UOF to visit any of Licensee’s premises at any time during the Group’s working hours, with or without prior notice, to investigate and confirm, to UOF satisfaction that Licensee and its Users are adhering to the UOF Terms of Use, the Yearly Group Video Subscription License and the Group End User License Agreement.  Any such investigation and/or audit will not unreasonably interfere with Licensee’s normal business operations. Licensee agrees to cooperate with UOF audit procedures and to provide reasonable assistance and access to information including, but not limited to, relevant books, records, agreements, servers, technical personnel and order reporting systems. Licensee agrees to pay within seven (7) days of written notification any fees applicable to Licensee’s use of the UOF OFDVL in excess of what has already been paid for License rights. If Licensee does not pay UOF, UOF, in addition to, and not in lieu of, any of its other remedies in equity or at law, can terminate this License Agreement, Licensees User’s End User License, Access to the UOF OFDVL and/or may choose not to accept Licensee’s application to renew this License Agreement. Licensee agrees that UOF will not be responsible for any of Licensee’s costs incurred in cooperating with the audit.

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

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

  • Licensee may request UOF permission to Access or use the UOF content they’ve licensed in additional states/provinces and/or countries. To make this request, Licensee must request this from a UOF Officer or Representative. If Licensee doesn’t have direct contact with either of the latter, Licensee must request license use in additional states/provinces by (1) clicking the “Contact” link at the top of the Home Page, (2) filling in the form on the Contact page with the name which Licensee most recently used to purchase the license for this particular plan, along with Licensee’s email address and phone number, (3) providing Licensee’s specific request to allow Licensee to Access UOF content in additional states/provinces and/or countries, plus Licensee’s detailed list of the proposed additional geographies, and (4) clicking the “Send” box at the bottom of the form. If UOF grants Licensee Access in additional states/provinces and/or countries, such Access is subject to the covenants and conditions in this License Agreement. Note: Licensee must pay any sales taxes required by the new states/provinces, if any, before Licensee has permission to Access UOF content in the newly requested geographical location(s).
  • License fees are non-refundable.
  • Licensee can only Access UOF Content on the UOF Site. No licensee is ever authorized to make, access or use copies of UOF content for use outside of the UOF Site.
  • Licensee agrees to adhere to the UOF Terms and Conditions of Use found in the “Terms of Use” link at the bottom of the UOF Home page and the covenants, conditions and limitations of use defined in this License Agreement.
  • Discounts, rebates or other special offers made by UOF regarding these licenses are only valid for the uninterrupted term of each License, starting from when the License was first purchased.
  • UOF may increase License Plan fees for subsequent License periods at any time and for any reason.
  • The University of Fashion may terminate or not renew any License Plan if it is unable to renew the License due to inaccurate, outdated credit card or other payment information, unavailability of funds or non-compliance by Licensee with any of the conditions and covenants of this License Agreement.
  • Right of Access to the OFDVL granted under the Limited License in Section 4 in accordance with this License Plan is subject to and effective only if Licensee accepts and complies with the conditions and covenants of this License Agreement and receipt by UOF of the license fees.

5.2 Renewals, Refunds and Cancellation

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

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

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

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

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

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

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

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

  1.  DISCLAIMERS.

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

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

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

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

  1.   Third Party Content; Hyperlinks.

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

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

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

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

  1.  Copyrights, Trademarks and Other Proprietary Rights.

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

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

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

  1.  Indemnification. You agree to defend, indemnify and otherwise hold harmless UOF and its investors, Officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from Licensee or User’s Prohibited Conduct or other improper or illegal use of the Site, or breach of this License Agreement and/or The Terms of Use.
  2.  Security; Authorized Use. Licensee(s) and Users are prohibited from violating or attempting to violate the security of the Site. UOF has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. UOF may suspend Licensee(s) and Users Access while it conducts an investigation. Users are required to enter a user name (e.g. an email address) and a password to Access the OFDVL or other licensable UOF content, e.g. Transcripts and any other audio-visual material on the UOF Site. To protect against unauthorized Access to Your account, it is recommended that You close Your browser when You have finished using the Site. You are responsible for maintaining the secrecy of Your user name (e.g. email address) and password.

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

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

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

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

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

  1.  Privacy Policy. UOF values its Licensees and Users’ trust. In order to honor that trust, all of University of Fashion’s employees are required to adhere to ethical standards in gathering, using, and safeguarding any personal information provided through the Site. Click the “Privacy” link on the bottom of the UOF Home page for more information on the University of Fashion’s Privacy Policy.
  2.  Miscellaneous. This License Agreement constitutes the entire agreement between UOF Licensee(s) and User(s) regarding the subject matter hereof. Any previous agreement, whether oral or written, between UOF and Licensee(s) and User(s) dealing with the subject matter hereof is superseded. This License Agreement may only be modified or amended in writing. If any portion of this License Agreement is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions will continue in full force and effect. Upon Licensee(s) or User(s)’s breach or threatened breach of this License Agreement, UOF may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. University of Fashion’s remedies are cumulative and not exclusive. Failure of UOF to exercise any remedy or enforce any portion of this License Agreement at any time will not operate as a waiver of any remedy or of the right to enforce any portion of the License Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this License Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, User signs for and accepts this shortening of the statutes of limitations. UOF makes no representation that the content of the Site is appropriate or available for use in all locations. UOF operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign Your rights or delegate Your duties under this License Agreement. The parties agree that no third party is an intended beneficiary of this License Agreement. UOF cannot provide notifications via post, only via e-mail.
  3.  Governing Law; Dispute Resolution; Forum and Venue. This License Agreement and any claim or action related to or arising from this License Agreement or content on the Site will be governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between You and UOF will be finally resolved through binding arbitration in Riverside County, California. The arbitration will be conducted by one (1) arbitrator who is a retired judge. The parties will conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the California Superior Court, County of Riverside or the United States District Court for the Central District of California. The parties will share equally the costs of the arbitrator, arbitration body and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party will have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the California Superior Court, County of Riverside or the United States District Court for the Central District of California for any equitable claim or other action related to or arising from this License Agreement. Each party will bear his/her/its own expenses and attorneys’ fees related to any arbitration, claim or action.

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

UNIVERSITY OF FASHION® GROUP END-USER LICENSE AGREEMENT

PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING ANY UNIVERSITY OF FASHION® 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 (“UoF”), 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. 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 WILL TERMINATE IMMEDIATELY AS WELL.

YOU ALSO AGREE TO REVIEW THIS GROUP EULA PERIODICALLY TO BE AWARE OF MODIFICATIONS TO IT, WHICH MODIFICATIONS UNIVERSITY OF FASHION MAY MAKE AT ANY TIME IN ITS SOLE DISCRETION. YOUR CONTINUED USE OF 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.

THIS LIMITED LICENSE IS ONLY FOR YOUR USE OF UoF CONTENT.  YOUR USE OF THE SITE WILL BE DEEMED AS YOUR ACCEPTANCE OF THE UoF TERMS & CONDITIONS OF USE LOCATED BY CLICKING A LINK LABELED “TERMS OF USE” AT THE BOTTOM OF THE SITE. 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 at the top of the Site and fill out the form displayed.

  1.   Definitions. Capitalized terms not otherwise defined will have the meanings specified in this Section 2.
  • Access(es)” or “Accessing” means accessing, using or viewing the UoF Content or otherwise obtaining information from UoF Content as permitted under the conditions and covenants of 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, username and/or password.
  • 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 appearing 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 the Site or Group Site allows you to download and store on your computer after you successfully log in and authenticate yourself.
  • End-User” means anyone permitted by both UoF and Group Administrator(s) to Access UoF Content under an effective Group Limited License.
  • Group EULA” refers to this University of Fashion Group End-User License Agreement and the conditions and covenants herein and any subsequent modifications.
  • “Group” means a group of 2 or more people, including as examples, but not limited to, a company, a library, a sewing club or a school as applicable, that has entered into a Group Limited License with UoF.
  • Group Administrator” means the person or persons identified by a Group that has signed a Group Limited License as the person or people responsible for representing the Group and its End-Users regarding the applicable, latter license(s).
  • “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” is a Group Content License, a Group Reference Resource License and/or an Online Education License, as applicable, that your Group 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 or any other mechanism that a Group controls, in whole or in part, that enables you, as a Group member, to remotely Access and use UoF Content under the terms and covenants of your Group’s signed and agreed to Group Limited License. For example, if your Group has an Online Education License and has asked you to pay a tuition fee in order for you to register for an online class, course or program that awards at its conclusion an educational credential and that requires and enables you to remotely Access one or more UoF video lessons representing UoF Content only by your logging into and using a website and/or software application that the Group has provided you or directed you to then that website or software application is a Group Site.
  • “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.
  • Limited License” is the license granted in Section 4 permitting you to Access UoF Content under the terms and conditions of this Agreement.
  • 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 all or any part of the UoF database of videos, other audio-visual content, Transcripts, Closed Captions, Lesson Guides, Croquis, Downloadable Materials and any other content on the Site or any other content owned or licensed by UoF that have/has been explicitly licensed to a Group under a Group Limited License.
  • Site” means the UoF proprietary website maintained on the World Wide Web under the domain name, universityoffashion.com, Accessible at https://www.universityoffashion.com.
  • Transcript(s)” means the words in readable text form that are spoken by the people speaking in videos included in UoF Content.
  • UoF Officer” means the Executive Chairman, CEO, CCO, CFO or CMO employed by UoF.
  • “University of Fashion”, “University of Fashion, Inc.” and “”UoF” refers to University of Fashion, Inc., a California corporation.
  • universityoffashion.com” is the website representing the proprietary and business interests of University of Fashion, Inc.
  1.   Modification of Terms. University of Fashion reserves the right to modify the terms and conditions of this Group EULA at any time. You should look at the terms of the Agreement regularly. 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 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.
  1.   Limited License. Subject to, and conditioned upon your compliance with, the terms and conditions of this Group EULA and Your Group’s compliance with the terms and conditions contained in your Group’s 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 and/or Group Site.  UoF Content may not be downloaded, screen-grabbed, filmed or copied in any manner whatsoever.  A breach of any of the conditions or covenants of this Group EULA by you may result in the immediate termination of your and your Group’s rights to access UoF Content granted herein.
  1. 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. 
  1. Reporting of Non-compliance. You will 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 located by clicking a link labeled “Terms of Use” at the bottom of the Site. 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.
  1.   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 the UoF or your Group’s 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.
  1.   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 the other people’s use or enjoyment of the Site and/or Group Site, or that adversely affects University of Fashion or universityoffashion.com’s business, computers, servers or databases.
  • Allow unauthorized users to access and/or to copy or attempt to copy any 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 others Access to UoF Content using your username, email address and/or password or the name, email address and/or password of another authorized, licensed Group End-User or any other method that enables non-licensees and/or unauthorized users to Access UoF Content.
  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the videos, software, information, text, graphics, source code and/or HTML code, or other content available on the Site 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 data or server to which 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 licensees of the Site, Group Site and/or UoF, except for online search facilitation through services such as Google™.
  • Use the Site and/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 your identity or personal information when Accessing the Site and/or Group 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 universityoffashion.com.
  • Post obscene, harassing, defamatory, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site and/or Group Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to criminal or civil liability.
  • Advertise or otherwise solicit funds, goods or services on the Site 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, Group Site and/or UoF Content.

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.

  1.   Limitation of Liability.

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

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

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 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.

  1.  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, OR EMPLOYEE OF UNIVERSITY OF FASHION IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS.

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

  1.   Third Party Content; Hyperlinks.

You acknowledge that UoF does not 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 SITE. ADDITIONALLY, UNIVERSITY OF FASHION DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THE SITE 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.

  1.  Copyrights, Trademarks and Other Proprietary Rights.

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 is copyrighted, trademarked, or otherwise protected and owned or licensed by University of Fashion. Except as expressly stated on the Site, the Group Site or in this Group EULA, nothing that you read or see on the Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of University of Fashion, except as provided in this Group EULA.

  1. Feedback. If you submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to University of Fashion (“Feedback”), You may forfeit Your intellectual property rights and moral rights contained therein. By providing Feedback 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.
  1.  Indemnification. You agree to defend, indemnify and otherwise hold harmless UoF and its investors, officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from your Prohibited Conduct or other improper or illegal use of the Site, or breach of this Group EULA.
  1.  Security; Authorized Use. You are prohibited from violating or attempting to violate the security of the Site 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 your Access while it conducts an investigation. You are required to enter a username and a password to Access UoF Content on the Site and may also need to enter a username and password to Access the 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 username and password.

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 email address, username or password of someone else at any time for the purpose of gaining Access to UoF Content. You agree to notify UoF immediately of any unauthorized use or loss of your username, email address and/or password.  You also agree to notify UoF immediately if you are aware of or suspect other unauthorized use of the Site, 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 EMAIL ADDRESS, USERNAME AND/OR PASSWORD 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 EMAIL ADDRESS, USERNAME  OR PASSWORD ASSOCIATED WITH YOUR ACCOUNT.

  1.  Termination.

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 UoF Content 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, 8, 9, 10, 11, 12, 13, 14, 16, 18, 19, and all definitions contained in this Group EULA to the extent necessary for interpretation of this Group EULA, will survive in perpetuity. Each Licensee’s obligation to pay outstanding license fees, if any, will survive any termination of this Group EULA.

  1.  Privacy Policy. 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.
  1.  Governing Law; Dispute Resolution; Forum and Venue. This Group EULA and any claim or action related to or arising from this Group EULA or UoF Content will be governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between you and UoF will be finally resolved through binding arbitration in Riverside County, California. The arbitration will be conducted by one (1) arbitrator who is a retired judge. The parties will conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the California Superior Court, County of Riverside or the United States District Court for the Central District (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.
  1.  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 and/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, 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. You may not provide notifications via U.S post, only via the method set forth under “Contact Information” in Section 1 of this Group EULA.

Document 13-10

August 1, 2019