MASTERCLASS AT WORK GIFT TERMS AND CONDITIONS
Last Revision: February 4, 2021
BY PLACING A MASTERCLASS AT WORK ORDER, YOU ACKNOWLEDGE THAT YOU FULLY AND UNCONDITIONALLY AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. WE RESERVE THE RIGHT TO MODIFY, AMEND OR REPLACE THESE TERMS FROM TIME TO TIME WITHOUT NOTICE. WHILE WE MAY PROMPT YOU TO CLICK TO ACCEPT ANY NEW AGREEMENT TERMS, YOUR CONTINUED USE OF ANY ANNUAL MEMBERSHIPS PURCHASED HEREUNDER FOLLOWING THE POSTING OF CHANGES TO THESE TERMS TO MASTERCLASS.COM WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR TERMS WILL APPLY RETROACTIVELY.
1.1 "Annual Memberships" means that certain number of one-year MasterClass Annual Memberships as specified in the Order Terms.
1.3 "Other Terms" means any restrictions, requirements, and/or specifications (e.g. number of Annual Memberships) specified in the order made by Purchase hereunder.
1.4 "Purchase Price" means the purchase price for the Annual Memberships as specified in the Order Terms.
1.5 "Term" means the twelve (12) month period from the date of purchase of the Annual Memberships.
2 Your Order
2.1 MasterClass agrees to sell to Purchaser the applicable Annual Memberships as ordered by Purchaser, and Purchaser agrees to buy the Annual Memberships from MasterClass, for the Purchase Price. Following receipt of the full Purchase Price, MasterClass will deliver the Annual Memberships to Purchaser via unique access links. Purchaser shall have the right, but not the obligation, to distribute the Annual Memberships during the Term to Purchaser’s Authorized Users for such Authorized Users’ personal use.
2.2 Purchaser acknowledges and agrees that: (i) the Purchase Price may be subject to sales tax, use tax, value-added tax, or other taxes or governmental assessments where applicable; (ii) each Annual Membership provides one year of access to the MasterClass Service (as defined in the Terms of Service) and is redeemable only during the Term; (iii) any Annual Membership not redeemed by Purchaser and/or its Authorized Users during the Term shall automatically terminate; (iv) Purchaser is solely responsible for fulfilling distribution of the Annual Memberships to its Authorized Users; and (v) its purchase of Annual Memberships is not refundable, Authorized Users will not be subject to MasterClass’s standard refund policy, and no partial refunds or credits will be provided. Unless otherwise agreed to between the parties, each party shall be responsible for its own expenses and costs for its activities arising out of Purchaser’s order hereunder.
3.2: Purchaser agrees it is not authorized to, and shall not authorize others to, use, offer, sell, resell, lease, rent, distribute or otherwise allow non-authorized access to any Annual Membership or the Service to a third party, unless otherwise approved in advance by MasterClass in writing. Purchaser will not make the Annual Memberships available to anyone other than its Authorized Users and will ensure that each Authorized User complies with each term of this Agreement that applies to any Authorized User or to Purchaser. Each act or omission by any Authorized User will, for purposes of this Agreement, be deemed to be an act or omission of Purchaser.
3.3: As between the parties, MasterClass is and will remain the exclusive owner or rightful licensee of the Service (including all of the content and software comprising any portion thereof and all related services) and all other MasterClass work product and/or materials provided or accessible to Purchaser hereunder, and all right, title and interest in and to any of the foregoing, including all intellectual property rights. Except as expressly provided herein, no other licenses are granted by either party with respect to the intellectual property or other proprietary rights of such party. MasterClass reserves all rights not expressly granted to Purchaser herein.
3.4: Any materials of a party (“Licensee”) that contain the other party’s (“Licensor”) trademarks, logos, service marks, trade names, or copyrights (“Licensor Mark(s)”) shall require Licensor’s prior written approval before use or publication by Licensee, and Licensee agrees to use such materials only as-delivered by Licensor and to not modify such materials in any way without Licensor’s permission in each instance. Licensee acknowledges that any use of the Licensor Marks in connection with material, personnel or activities which are unethical, immoral or offensive to good taste, will impair the value and goodwill associated with Licensor and the Licensor Marks. Use of the Licensor Marks will strictly comply with the Licensor’s brand guidelines, as may be provided to Licensee in writing and as may be updated from time to time. Press releases or other public statements regarding the activities contemplated herein will be subject to the prior written approval of MasterClass.
5 Confidentiality. The Service and any non-public information or materials provided or accessible to Purchaser pursuant to an order made hereunder contain proprietary and confidential information of MasterClass. Purchaser will take all steps necessary to protect the confidentiality of such confidential information and will not disclose, provide or otherwise make available any such confidential information to any third party without MasterClass’s prior written consent. Without limitation of the foregoing, Purchaser will maintain at least the same precautions as it takes in regard to its own confidential information, but not less than reasonable care.
6.1: Each party represents, warrants and agrees that it: (a) has all rights necessary to perform its obligations hereunder and the terms herein do not conflict with any obligation it has to any third party; (b) shall not knowingly take any action which would reasonably be expected to harm the other party, including engaging in any deceptive, misleading, illegal or unethical practices or other activities; and (c) shall comply with all applicable laws and regulations in the course of performing the activities contemplated hereunder, as applicable.
6.2: EXCEPT AS EXPRESSLY PROVIDED HEREIN, MASTERCLASS DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO ANY ORDER MADE HEREUNDER, THE ANNUAL MEMBERSHIPS, THE SERVICE, AND MASTERCLASS’S ACTIVITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
7 Indemnity. To the fullest extent permitted by law, Purchaser shall indemnify, defend and hold harmless MasterClass, its parent, affiliates and subsidiaries, and each of their officers, directors, employees, representatives and agents (collectively, the “Indemnified Parties”) from and against any and all claims, damages, liability, losses, costs and expenses (including without limitation attorneys’ fees and expenses) made, incurred, assessed or awarded against MasterClass by any third party arising out of or in connection with any breach of any representation, warranty or covenant made by Purchaser, any gross negligence or willful misconduct by Purchaser, or Purchaser or any Authorized User’s use of the Annual Memberships or the Service. Purchaser will not settle or compromise any such claim, except with prior written consent of the Indemnified Parties.
8 Limitation of Liability. IN NO EVENT WILL MASTERCLASS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES HEREUNDER OR IN CONNECTION WITH THE SERVICE OR ANY OTHER SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, DATA OR ANY OTHER SERVICES. FURTHER, IN NO EVENT WILL MASTERCLASS’S ENTIRE LIABILITY HEREUNDER EXCEED THE LESSER OF (i) TEN THOUSAND DOLLARS (US$10,000) AND (ii) FEES PAID BY PURCHASER TO MASTERCLASS UNDER ANY APPLICABLE ORDER MADE HEREUNDER DURING THE PERIOD OF ONE YEAR PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE.
9 Miscellaneous. For all purposes hereunder, each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Each order made hereunder and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof, and the parties hereto expressly consent and submit to the jurisdiction and venue of any federal or state court in San Francisco, California. Neither party may assign or transfer any of its rights or obligations hereunder without the other party’s prior written consent; provided that MasterClass may assign any order made hereunder to a successor to all or substantially all of its business or assets. No waiver, change, or modification to an Order Form will be effective unless in writing signed by both parties. Any notices hereunder will be in writing and sent by first class US mail, confirmed facsimile or major overnight delivery courier service to the address specified above or such other address as may be properly specified by written notice hereunder. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that the Agreement shall otherwise remain in full force and effect and enforceable.