GIFT SUBSCRIPTION TERMS AND CONDITIONS

The following MasterClass Gift Subscription Terms and Conditions (“Agreement”) describe the terms and conditions that apply to the use of MasterClass gift subscriptions (“Gift Subscription”). This Agreement is between you, the Gift Subscription Holder, and Yanka Industries Gifting, LLC (“Issuer”). By purchasing, accepting or using your Gift Subscription, you agree to be bound by this Agreement. If you do not agree with this Agreement, do not purchase, use or accept the Gift Subscription. PLEASE READ THIS AGREEMENT CAREFULLY, PARTICULARLY SECTION 9 (BINDING ARBITRATION; CLASS ACTION WAIVER), WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.

  1.  About Your Gift Subscription. The Gift Subscriptions are issued by Issuer. Issuer is responsible for the operation and maintenance of the Gift Subscription program. Issuer is the sole legal obligor to the Gift Subscription Holder; provided, however, that Issuer may assign its obligations with respect to the Gift Subscription at any time, in which case such assignee shall become the Issuer and sole legal obligor to the Gift Subscription Holder. Issuer’s affiliates and related entities (including but not limited to Yanka Industries, Inc. (d/b/a MasterClass)) bear no responsibility or liability for any Gift Subscriptions, and you hereby knowingly release Issuer’s affiliates and related entities from any and all liability or claims of any nature whatsoever arising in connection with the Gift Subscriptions. Gift Subscriptions can be purchased at www.masterclass.com. Gift Subscriptions are pre-purchases of a subscription to the MasterClass services, available at www.masterclass.com. (the “Service”). To redeem, the Gift Subscription Holder must either be an existing MasterClass member or create an account with MasterClass and accept its Terms of Service and Privacy Policy.   Gift Subscriptions are not gift cards, debit cards or credit cards. Gift Subscriptions may be issued in either electronic or physical form, in the discretion of the Issuer.

  2.  Gift Subscription Denomination. Gift Subscriptions are denominated in a specified number of months of subscription to the MasterClass services. The full subscription period will be credited to the Gift Subscription Holder’s MasterClass account upon redemption of the Gift Subscription. Gift Subscription are not denominated in U.S. Dollars and have no cash value.

  3.  Not for Resale. Gift Subscriptions cannot be resold. Gift Subscriptions are valid only if obtained through www.masterclass.com. Gift Subscriptions are not valid and will not be honored, and Issuer will not be liable, if obtained from unauthorized sellers or resellers, including through Internet auction sites.

  4.  Expiration; Fees; Deactivation. Gift Subscriptions do not expire. No fees for inactivity or service fees apply. Issuer reserves the right to refuse to honor any Gift Subscription in the event of a disputed credit card charge, bounced check or other failure of consideration.

  5.  Redemption. Gift Subscriptions are redeemable only for a subscription to the MasterClass services available at www.masterclass.com. Gift Subscriptions may not be exchanged or redeemed for cash unless required by law. Gift Subscriptions are not redeemable to purchase another Gift Subscription or towards previously purchased subscriptions  (i.e., a credited subscription period due to redemption of a Gift Subscription will be appended to the end of a previously purchased subscription).

  6.  Reloads. Gift Subscriptions are not reloadable.

  7.  Refunds. Unless as required by applicable law in your jurisdiction, within the first 30 days after the date of purchase of a Gift Subscription and if not yet redeemed for a subscription, at the Gift Subscription Holder’s option, the Issuer will refund the full amount of the purchase of a Gift Subscription to the purchaser of the Gift Subscription. Refunds are not available 30 days after the purchase date of a Gift Subscription, or if already redeemed for a subscription. Refunds are not available for accounts which have violated this Agreement; violations are determined at the sole discretion of the Issuer and/or its affiliates and related entities. If the Issuer determines that the Gift Subscription Holder is abusing this refund policy, the Issuer reserves the right to refuse or restrict any and all current or future use of the Service without delivering a refund. To request a refund or to ask a question, email Support at support@masterclass.com. 

  8.  Lost, Damaged or Stolen Gift Subscription; Gift Subscriptions Used Without Authorization. Please email Support at support@masterclass.com if your Gift Subscription is lost, damaged, stolen or used without authorization.

  9.  Binding Arbitration; Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

(i) Informal Dispute Resolution Procedure. If a Dispute (as defined below) arises between you and the Issuer, the Issuer is committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first use good faith efforts to settle the Dispute informally and directly through consultation and negotiations before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address utilized as your username and profile associated with your account, if applicable, to Yanka Industries Gifting, LLC, 660 4th Street #443, San Francisco, CA 94107 and legal.notices@masterclass.com. The written description must be on an individual basis and provide, at minimum, the following information: your name and contact information; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with the Issuer. Unless the parties agree to extend the period for informal resolution, if the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and the Issuer agree to the further Dispute resolution provisions below.

The informal dispute resolution procedure in this section 9(i) is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure.

(ii) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal.notices@masterclass.com. If you are a Gift Subscription Holder, any demand filed by you initiating arbitration must include the email address you used to receive a Gift Subscription, as well as any profile associated with that account that is controlled by you.

You and the Issuer agree that the terms of this Section 9 (collectively the “Arbitration Agreement”) govern any and all disputes between us (including, without limit, any disputes you may have with related third parties, including without limitation Yanka Industries, Inc. (d/b/a MasterClass) including but not limited to claims arising out of or relating to any aspect of the relationship between us, the Agreement, or your use of the Gift Subscription, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (each a “Dispute” and collectively “Disputes”).

The parties further agree that the determination of the scope, enforceability, or applicability of this Arbitration Agreement, including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) will be resolved exclusively by final and binding arbitration in accordance with this Section 9.

The only matters excluded from this Arbitration Agreement are the litigation of certain intellectual property and small court claims, as provided below.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

(iii) Class Arbitration and Collective Relief Waiver. YOU AND THE ISSUER ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VI) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF THE ISSUER PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this subpart (iii) and subparts (vi) and (vii) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, this subpart (iii) or subparts (vi) or (vii) are found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor the Issuer shall be entitled to arbitrate their Dispute.

(iv) Arbitration Rules. The arbitration will be administered by NAM and conducted before a single arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

(v) Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in San Francisco, California (unless otherwise agreed by the parties). The arbitrator shall apply the law of the Commonwealth of Virginia consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and the Issuer submit to the arbitrator, unless the arbitrator determines that a hearing is necessary, or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you, and the Issuer and its affiliates and related entities (including but not limited to Yanka Industries, Inc. (d/b/a MasterClass)) (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

(vi) Mass Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against the Issuer (a “Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 10 demands per batch (to the extent there are fewer than 10 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each demand within the batch (the same arbitrator may preside over multiple demands in a batch if the relevant claimants and the Issuer so agree); (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 10 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by the Issuer and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (vi) that the staged process of batched proceedings, with each set including 10 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved; and (vii) to make good faith efforts to resolve each batch of demands within 180-days, failing which any of the claimants or the Issuer may cease arbitration and file in a court of competent jurisdiction.

Arbitrator selection for the demands in each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings for each demand within a batch will be conducted.

You agree to cooperate in good faith with the Issuer and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of demands. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of demands necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless the Issuer otherwise consents in writing, the Issuer does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subpart (vi). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (vi) or the engagement of a mediator in subpart (vii) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor the Issuer shall be entitled to arbitrate any claim that is a part of the Mass Filing.

(vii) Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a NAM mediator selected from a group of 5 mediators initially proposed by NAM, with the Issuer and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, the Issuer, the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either the Issuer or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither the Issuer nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

(viii) Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Gift Subscription. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of this Agreement as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

(ix) Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Issuer will pay any filing and hearing fees in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

(x) 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to legal.notices@masterclass.com with the subject line, “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of your receipt of the Gift Subscription. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, the Issuer also will not be bound by it.

(xi) Changes. The Issuer will provide thirty (30) days’ notice of any material changes to this “Binding Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after the Issuer provides notice and will apply to all claims not yet filed regardless of when such claims may have accrued. If the Issuer changes this “Binding Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Gift Subscription 30 days after such change will be deemed acceptance of those changes.

  10.  Limitation of Liability. ISSUER AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GIFT SUBSCRIPTIONS INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A GIFT SUBSCRIPTION IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH GIFT SUBSCRIPTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.

  11.  Governing Law. The laws of the Commonwealth of Virginia, without regard to, and exclusive of, principles of conflict of laws, shall govern this Agreement and use of your Gift Subscription.

  12.  Severance. Notwithstanding anything herein to the contrary, if any part of this Agreement is deemed invalid or inapplicable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. If such provision cannot be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality, or enforceability of the remainder of this Agreement, which shall be fully enforced.

  13.  Changes to Agreement. Issuer reserves the right to change this Agreement from time to time in its discretion, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of this Agreement at https://learn.masterclass.com/gift-terms. 

  14.  Fraud. Issuer and its affiliates reserve the right to refuse to honor a Gift Subscription where Issuer suspects that the Gift Subscription was obtained fraudulently.

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