UNIVERSITY OF FASHION^® LICENSE AGREEMENT

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

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

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

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

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

1.   Contact Information.

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

2.   Definitions.

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

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

• “Account” means a database record accessible by UoF and/or your Group Administrator evidencing your status as a User that includes one or more fields uniquely identifying you, e.g. your name, email address and/or Login Credentials.
• “Agreement” means this University of Fashion License Agreement and the conditions and covenants herein and any subsequent modifications.
• “Closed Captions” are readable words shown as textual overlays appearing on top of and synchronized in time with the moving or static images in a video to give viewers a non-auditory way to comprehend what the people speaking in the video are saying.
• “Croquis” are rough preliminary drawings to which a User can add additional textual or graphical information.
• “Downloadable Materials” means any electronic files that Site or Group Site enables a Licensee to download and store on Licensee’s local computer after Licensee successfully logs in and authenticates him/herself ) with Login Credentials on the Site or 2.) as permitted on a Group Site by the terms of an effective Group Limited License.
• “End-User” means anyone permitted by both UoF and a Group Administrator to Access UoF Content under an effective Group Limited License.
• “Free Member License” is defined in Section 5 (“Available Licenses”), below.
• “Group” means 2 or more people, including as examples, but not limited to, a company, a library, a sewing club, a school or 2 or more Individuals that have joined together for purposes of Accessing UoF Content as a Group, as applicable, that has entered into a Group Limited License with UoF.
• “Group Administrator” means a person identified by a Group that has signed a Group Limited License as a person responsible for representing the Group and its End-Users regarding an applicable Group Limited License.
• “Group Content License” is a license sold by UoF to a Group permitting the Group and its End-Users, under defined terms and conditions, to Access UoF Content.
• “Group EULA” refers to the University of Fashion Group End-User License Agreement (found by clicking “Terms of Use” on the bottom of the Site) and the conditions and covenants therein and any subsequent modifications.
• “Group Limited License” means a Group Content License, a Group Reference Resource License and/or an Online Education License, as applicable, that permits End-Users to Access UoF Content.
• “Group Reference Resource License” is a license sold by UoF to a Group permitting the Group and its End-Users, under defined terms and conditions, to Access UoF Content.
• “Group Site” means any website, learning management software application or service or any other means of Access that a UoF-licensed Group controls, in whole or in part, that enables that Group’s End-Users to remotely Access and use UoF Content under the terms and covenants of a Group Limited License. For example, if a Group has an Online Education License and directs its registered online students to a particular website where the students can then access UoF Content, e.g. UoF video lessons, then that particular website is a Group Site per this definition.
• “Individual” means any one person.
• “Lesson Guide(s)” is/are summaries of UoF video lessons in storyboard form, i.e. a series of still pictures showing individual static images of the action shown in a UoF video lesson, in sequential order, with the words spoken by the instructor or narrator in readable text form beneath or to the side of each image.
• “Licensee” refers to 1) any Individual who licenses Access to UoF Content by signing up for a Free Member License or paying the required license fee for a Monthly Single-User Video Subscription License or a Yearly Single-User Video Subscription License, or 2) any Group that licenses Access to UoF Content by paying the required fee(s) to and has entered into mutually signed contract with UoF for a Group Limited License, or 3) individual End-Users licensed to Access UoF Content under an effective Group Limited License, all subject to the conditions and covenants of both the purchased license(s) and this License Agreement.
• “License Agreement” means this University of Fashion License Agreement and the conditions and covenants herein and any subsequent modifications.
• “Limited License” is the license granted to you in Section 4, below, permitting you to Access UoF Content under the terms and conditions of this Agreement and any subsequent modifications.
• “Login Credentials” are any usernames, passwords, characters, symbols and/or email addresses required to Access to UoF Content as permitted under the conditions and covenants of this License Agreement.
• “Monthly Single-User Video Subscription License” is defined in Section (“Available Licenses”), below.
• “Online Education License” is a license sold by UoF to a Group permitting the Group and its End-Users, under defined terms and conditions, to Access UoF Content.
• “UoF Content” or “Content” means any content on the UoF Site including all UoF videos, video lessons and video lesson previews, Transcripts, Closed Captions, Lesson Guides, Croquis, Downloadable Materials and any other content displayed or provided on the Site.
• “Site” means the University of Fashion internet site at https://www.UniversityofFashion.com, its sub-pages and all Information and UoF Content thereon that represents the proprietary and business interests of University of Fashion, Inc.
• “Transcript” means the words in readable text form that are spoken by the people speaking in any video included in UoF Content.
• “UoF Officer(s)” means the Executive Chairman, CEO, President, Vice President, CCO, CFO or CMO employed by UoF.
• “UoF Representative” means either a UoF sales representative or sales supervisor, who may be a UoF independent contractor or employee, or any UoF Officer.
• “University of Fashion”, “University of Fashion, Inc.” and “”UoF” refers to University of Fashion, Inc., a California corporation.
• “User(s)” mean(s) a person, Group, entity or entities, including a licensed Group’s End-Users if applicable, that has/have a license to Access UoF Content, e.g. a Monthly Single-User Video Subscription License, a Yearly Single-User Video Subscription License, a Free Member License, a Group Content License, a Group Reference Resource License, a Group EULA or an Online Education License.
• “Yearly Single-User Video Subscription License” is defined in Section 5 (“Available Licenses”), below.

3.   Modification of Terms.

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

4.   Limited License.

Subject to and conditioned upon compliance with the terms and conditions of this License Agreement and the payment of applicable license fees, the University of Fashion, Inc. grants Licensee a limited, non-exclusive, revocable, non-sublicensable and non-transferable license in the State of California (“CA”), to Access and use UoF Content in accordance with the license signed up for or purchased as set forth in Section 5 (“Available Licenses”). Licensee’s Access to UoF Content cannot exceed the terms of the license purchased. UoF Content may only be Accessed from the Site and/or Group Site as applicable. Except for when expressly permitted on the Site and/or Group Site as applicable, UoF Content may not be downloaded. Under no circumstances can UoF Content be filmed, screen-grabbed, captured or copied in any manner whatsoever. A breach of any of the conditions or covenants of this License Agreement by a Licensee will result in the immediate termination of Licensee’s rights to access UoF Content granted herein and Licensee must immediately cease use of UoF Content.

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

5.1 License Options

5.1.1  UoF offers multiple license options for Individuals or Groups.

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

1. Monthly Single-User Video Subscription License

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

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

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

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

2. Yearly Single-User Video Subscription License

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

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

3. Free Member License

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

FREE MEMBER LICENSEES CAN CANCEL BY DOING THE FOLLOWING:

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

4. Group Reference Resource License

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

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

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

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

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

5. Online Education License

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

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

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

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

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

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

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

• Licensee may request UoF permission to Access or use the UoF Content they’ve licensed under an effective Limited License in additional states/provinces and/or countries other than the one(s) cited in his/her/its currently effective Limited License. To make this request, Licensee must either 1.) click the Contact menu at the top of the Site, write a message defining the additional states, provinces and/or countries in which Licensee and/or its End-Users desire to be permitted to Access UoF Content, provide his/her/its name and other identifying information defined further below and then click “Send” or 2) send an email to Licensee’s UoF Representative asking for permission to license Access in defined, additional states/provinces/countries. Regardless of the method used to contact UoF for this purpose, the applicant must include the name under which his/her/its currently effective Limited License was purchased, along with Licensee’s email address, physical address and phone number. If UoF grants Licensee Access in the additional states/provinces and/or countries requested, such additional Access shall be subject to the covenants and conditions in this License Agreement, the UoF Terms & Conditions of Use and the Group EULA, as applicable and Licensee must pay UoF any additional sales or other taxes required by the governments of the requested, additional states/provinces/countries, if any, before Licensee has permission to Access UoF Content in the newly requested geographical location(s).
• UoF will not refund, return or cancel fees paid by Licensee for any part of any License due to Licensee’s or Licensee’s End-Users’ inability to Access the UoF Site or UoF Content due to any sort of technical or other problem.
• Licensee agrees to adhere to the UoF Terms & Conditions of Use (which can be accessed by clicking the link labeled “Terms of Use” appearing on the bottom of the Site, then clicking the link labeled “Terms & Conditions of Use”) and the covenants, conditions and limitations of use defined in this License Agreement.
• Discounts, rebates or other special offers made by UoF regarding Limited Licenses are only valid for the uninterrupted term of each license, starting from when the license was first purchased.
• UoF may increase or decrease the fees it charges for any Limited License it offers to either Individuals or Groups for subsequent license periods at any time and for any reason.
• The University of Fashion may terminate or not renew any license if it is unable to renew the license due to inaccurate, outdated credit card or other payment information, unavailability of funds or non-compliance by Licensee with any of the conditions and covenants of this License Agreement.
• Right of Access to any UoF Content granted under any Limited License cited in Sections 4 and 5 in accordance with a License is subject to and effective only if Licensee accepts and complies with the conditions and covenants of this License Agreement and receipt by UoF of any required license fees.
• Group Content, Group Reference Resource and Online Education License Licensees agree to allow agents commissioned by UoF to visit any of Licensee’s premises at any time during the Group’s working hours, with or without prior notice, to investigate and to confirm to UoF’s satisfaction that Licensee and its End-Users are adhering to the terms of the UoF Terms & Conditions of Use, their Group Content, Group Reference Resource and/or Online Education License(s) and the Group EULA.  Any such investigation and/or audit will not unreasonably interfere with Licensee’s normal business operations. Licensee agrees to cooperate with UoF audit procedures and to provide reasonable assistance and access to any information UoF requests within 24 hours of UoF’s first notice to Group including, but not limited to, the methods used by End-Users to Access UoF Content, the number of End-Users Accessing UoF Content, whether or not UoF Content is being used in any of Group’s online classes, courses or programs, any and all educational credentials, e.g. diplomas, degrees or certificates, promised to End-Users’ Accessing any UoF Content, the tuition or other fees paid by End-Users registered to Access UoF Content in any of Group’s online or non-online classes or programs that provide Access to UoF Content, relevant books, financial and other records, agreements, servers, technical personnel and order reporting systems. Licensee agrees to pay to UoF within seven (7) days of written notification any fees applicable to Licensee’s use of the UoF Content in excess of what has already been paid for license rights. If Licensee does not pay UoF, UoF, in addition to, and not in lieu of, any of its other remedies in equity or at law, can terminate this License Agreement, Licensee’s Group Content, Group Reference Resource and/or Online Education License(s), Licensee’s End-Users’ Group EULA, Access to UoF Content and/or may choose not to accept Licensee’s application to renew any of Group’s Group Content, Group Reference Resource or Online Education Licenses. Licensee agrees that UoF will not be responsible for any of Licensee’s costs incurred in cooperating with the audit.
• Group Content, Group Reference Resource and Online Education License Licensees must select a Group Administrator charged with overseeing and being reasonably responsible for End-User adherence to these licenses and for the management of their End-Users. Notwithstanding the foregoing, Licensee will at all times be reasonably responsible for any misuse of the Site, Group Site and/or UoF Content by Licensee and/or its End-Users.

5.2  Final Sale Warning.

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

6.   Term.

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

7.   Access to UoF Content.

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

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

8.   License Restrictions.

• Users expressly warrant and represent not to engage in, either personally or through an agent, any of the following (collectively and individually, “Prohibited Conduct”):
  • Transmit, install, upload or otherwise transfer any virus, advertisement, communication, and/or other item or process to the Site or Group Site that in any way affects the use, enjoyment or service of the Site or Group Site, or that adversely affects UoF’s business, computers, servers or databases;
  • Allow anyone to access and/or to copy or attempt to copy any UoF Content;
  • Capture, download, film, save, upload, print and/or otherwise retain or obtain UoF Content, other than what is expressly allowed by this License Agreement;
  • Permit or provide anyone with Access to UoF Content using Licensee’s Login Credentials or the Login Credentials of another authorized User or any other method that enables anyone to Access UoF Content without express UoF authorization;
  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any UoF Content, including the videos, audio, software, information, text, graphics, source code and/or HTML code or any other UoF Content available on the Site and/or Group Site;
  • Remove or modify any copyright, trademark, legal notices, or other proprietary notations from UoF Content on the Site or Group Site;
  • Transfer UoF Content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to UoF Content ; or “deep link” to UoF Content;
  • Violate or attempt to violate the Site’s and/or Group Site’s security mechanisms, Access any UoF Content on the Site or Group Site or access any server that Licensee is not authorized to Access, and/or otherwise breach the security of the Site or Group Site and/or corrupt the Site or Group Site in any way;
  • Engage in any other conduct which violates the Copyright Act or other laws of the United States;
  • Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users and/or UoF Content on the Site and/or Group Site, except for online search facilitation through services such as Google™;
  • Use the Site or Group Site to violate UoF’s and/or any third party’s reputation, intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit or otherwise distribute information or content in violation of UoF’s or a third party’s intellectual property rights;
  • Misrepresent Licensee’s or User’s identity or personal information when Accessing or attempting to Access the Site; forge any TCP/IP packet header or any part of the header information in any email so that the email appears to be generated by University of Fashion or that it comes from the email or website domain, universityoffashion.com;
  • Post or transmit obscene, harassing, defamatory, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site and/or associated with UoF Content on the Group Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability;
  • Post or transmit into or on the Site any Information in violation of another party’s copyright or intellectual property rights, including Information that infringes on another’s rights;
  • Take any action which imposes an unreasonable or disproportionately large load on University of Fashion’s infrastructure, as determined solely by University of Fashion;
  • Redeliver any UoF Content using “framing”, hyperlinks, or other technology without University of Fashion’s express written permission;
  • Advertise or otherwise solicit funds, goods or services on the Site, unless formally agreed to by a current contract, signed by a UoF Officer;
  • Provide any commercial hosting service with Access to the Site, to UoF Content on the Site and/or to UoF Content on the Group Site;
  • Use any device or technology to provide repeated automated attempts to access password-protected portions of the Site or Group Site.

To ensure that Users of UoF Content do not engage in Prohibited Conduct, UoF reserves the right to monitor use of the Site and reserves the right to terminate Licensee’s licenses or to deny Access to the Site, including UoF Content, to Licensee and/or to any other person or entity whose use of Site, Group Site and/or UoF Content suggests, at UoF sole discretion, Prohibited Conduct. Access of the materials included in UoF Content beyond that of normal patterns of use that suggests systematic copying of the materials or exceeding Access granted in the License Agreement constitutes a breach of the conditions and covenants of this License Agreement and will result in the immediate termination of the license obtained hereunder and denial of Access to UoF Content, in addition to all remedies available to UoF at law or equity. The terms “normal patterns” and “abuse” will be determined solely by UoF. Licensee agrees not to violate any U.S., foreign or international tax, software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.

9.   Limitation of Liability.

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

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

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

UNDER NO LEGAL THEORY, TORT (INCLUDING NEGLIGENCE, CONTRACT OR OTHERWISE) WILL UNIVERSITY OF FASHION OR ANY OF ITS INVESTORS, AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY LICENSEE, USER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, ERRORS IN UoF VIDEO INSTRUCTIONAL STEPS OR ANY OTHER INFORMATION PROVIDED IN UoF CONTENT, LOSS OF PRODUCTIVITY OR CONTRACT, LOST REVENUE OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES

10.  DISCLAIMERS.

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

LICENSEE’S USE OF THE SITE IS AT LICENSEE’S SOLE RISK AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S OR LICENSEE’S END-USERS’ COMPUTER SYSTEM(S) AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE USE OF THE UoF SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL UNIVERSITY OF FASHION BE LIABLE FOR ANY DAMAGES IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00) EVEN IF IT WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF UNIVERSITY OF FASHION, COMPUTER VIRUS, MALWARE OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. UNIVERSITY OF FASHION IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.

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

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

11.   Third Party Content; Hyperlinks.

Licensee acknowledges that UoF does not pre-screen third party materials. UoF is not the publisher or author of any information on the Site that is provided by third party content providers, and UoF is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and UoF use of such content constitutes neither an endorsement nor a recommendation by UoF of such content. UoF ASSUMES NO RESPONSIBILITY FOR THIRD PARTY CONTENT, PRODUCTS OR SERVICES.

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

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

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

12.  Copyrights, Trademarks and Other Proprietary Rights.

12.1 Copyright and Trademarks. UoF Content is the proprietary product of UoF and is protected by copyright and other intellectual property laws.  UoF Content is licensed and not sold.  You acquire only the right to Access UoF Content and do not acquire any rights, express or implied, to UoF Content other than those specified in this License Agreement.  UoF or its third party content providers will retain all worldwide rights to the UoF Content intellectual property in and on the Site or Group Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that all UoF Content that you are licensed to Access is copyrighted, trademarked, or otherwise protected and owned or licensed by University of Fashion.

Except as expressly stated on the Site, on The Group Site or in this License Agreement, nothing that you read or see on the Site or Group Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of University of Fashion, except as provided in this License Agreement or another license agreement providing additional rights that has been signed by a UoF Officer.

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

13.  Indemnification.

Group agrees to defend, indemnify and otherwise hold harmless UoF and its investors, Officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from Licensee’s or User’s Prohibited Conduct, improper or illegal use of UoF Content, Site or Group Site, breach of this License Agreement and/or breach of the UoF Terms & Conditions of Use (accessible via a link labeled “Terms of Use” on the bottom of Site).

14.  Security; Authorized Use.

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

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

Licensees and End-Users may not use the Login Credentials of anyone else at any time for the purpose of gaining Access to Site, Group Site and/or UoF Content. Licensees and End-Users agree to notify UoF immediately of any unauthorized or suspected unauthorized use or loss of their Login Credentials. You also agree to notify UoF immediately if you are aware of or suspect other unauthorized use of the Site, the Group Site and/or UoF Content. UNIVERSITY OF FASHION WILL NOT BE LIABLE FOR ANY LOSS THAT LICENSEES AND/OR END-USERS INCUR AS A RESULT OF A NON-USER OR NON-USERS USING LICENSEE’S AND/OR END-USER’S LOGIN CREDENTIALS FOR THE PURPOSE OF GAINING ACCESS TO UoF CONTENT WITH OR WITHOUT THE LICENSEE’S AND/OR END-USER’S KNOWLEDGE. YOU MAY BE HELD LIABLE FOR ANY LOSSES INCURRED BY UNIVERSITY OF FASHION, ITS INVESTORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS OR REPRESENTATIVES DUE TO A NON-USER’S USE OF THE LOGIN CREDENTIALS ASSOCIATED WITH YOUR ACCOUNT.

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

15.  Termination of License Agreement.

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

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

16.  Privacy Policy.

UoF values its Licensees’ and Users’ trust. In order to honor that trust, all of University of Fashion’s employees are required to adhere to ethical standards in gathering, using, and safeguarding any personal information provided through the Site. Click the “Privacy” link on the bottom of the UoF Site for more information on the University of Fashion’s Privacy Policy.

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

This License Agreement and any claim or action related to or arising from this License Agreement or UoF Content will be governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. All disputes between Licensee and UoF will be finally resolved through binding arbitration in Riverside County, California. The arbitration will be conducted by one (1) arbitrator who is a retired judge. The parties will conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the California Superior Court, County of Riverside or the United States District Court for the Central District (Eastern Division) of California. The parties will share equally the costs of the arbitrator, arbitration body and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party will have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the California Superior Court, County of Riverside or the United States District Court for the Central District (Eastern Division) of California for any equitable claim or other action related to or arising from this License Agreement. Each party will bear his/her/its/their own expenses and attorneys’ fees related to any arbitration, claim or action.

18.  Miscellaneous.

This License Agreement constitutes the entire agreement between UoF and UoF Licensee(s) and User(s) regarding the subject matter hereof. Any previous agreement, whether oral or written, between UoF and Licensee(s) and User(s) dealing with the subject matter hereof is superseded. This License Agreement may only be modified or amended in writing. If any portion of this License Agreement is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions will continue in full force and effect. Upon Licensee(s) or User(s) breach or threatened breach of this License Agreement, UoF may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. University of Fashion’s remedies are cumulative and not exclusive. Failure of UoF to exercise any remedy or enforce any portion of this License Agreement at any time will not operate as a waiver of any remedy or of the right to enforce any portion of the License Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this License Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site or UoF Content on a Group Site, User signs for and accepts this shortening of the statutes of limitations. UoF makes no representation that UoF Content on the Site is appropriate or available for use in all locations. UoF operates the Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign your rights or delegate your duties under this License Agreement. The parties agree that no third party is an intended beneficiary of this License Agreement. UoF cannot provide notifications via post, only via email.

 

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

February 1, 2022

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