ABOUT M·A·C GIFT CARDS

M·A·C GIFT CARD, STORE CREDIT & PROMOTIONAL CARD

TERMS AND CONDITIONS

The following M·A·C Gift Card, Store Credit & Promotional Card Terms and Conditions (“Agreement”) describes the terms and conditions that apply to the use of M·A·C-branded gift cards, gift certificates, store credits and promotional/loyalty/incentive/rewards cards, including plastic/paper cards and credits and digital/electronic cards, codes and credits (collectively, “Cards”). This Agreement is between you, the Cardholder, and ELC Brands Management Inc. (“Issuer”). By purchasing, accepting or using your Card, you agree to be bound by this Agreement. If you do not agree with this Agreement, do not purchase, use or accept the Card. IMPORTANT: This Agreement includes resolution of disputes by arbitration on an individual basis instead of in court.

1. About Your Card. The Cards are issued by Issuer. Issuer is responsible for the operation and maintenance of the Card program. Issuer is the sole legal obligor to the Cardholder; provided, however, that Issuer may assign its obligations with respect to the Card at any time, in which case such assignee shall become the Issuer and sole legal obligor to the Cardholder. Issuer’s affiliates and related entities (including but not limited to M.A.C. Cosmetics Inc. and Make-Up Art Cosmetics, Inc.) bear no responsibility or liability for any Cards, 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 Card. Cards (other than store credits and promotional/loyalty/incentive/rewards cards) can be purchased at M·A·C retail store locations in the United States or authorized third-party distributors, through the M·A·C mobile app or online at MacCosmetics.com. Store credits are issued at M·A·C retail locations in exchange for merchandise returned without a receipt, to the extent provided by M·A·C’s return policy.


2. Not for Resale. Cards cannot be resold (or sold, in the case of store credits or promotional/loyalty/incentive/rewards Cards). Cards are valid only if obtained at an M·A·C location (including the M·A·C mobile app or website) or authorized third-party distributor. Cards 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.


3. Balance Inquiry. For balance inquiry, please visit MacCosmetics.com or call 800.588.0070. The balance you receive when inquiring is an estimate only. In most cases, the balance is adjusted immediately when you make a purchase, but there may be occasions when the balance adjustment is delayed.


4. Expiration/Deactivation. Promotional/loyalty/incentive/rewards Cards may expire; please see the terms on the Card itself for the expiration date, if any. All other Cards, including gift cards and store credits, do not expire. No fees for inactivity or service fees apply. Issuer reserves the right to refuse to honor any Card in the event of a disputed credit card charge, bounced check or other failure of consideration.


5. Redemption. Cards are redeemable only for purchases of goods or services at M·A·C retail locations in the United States, including through the M·A·C mobile app or website. Cards cannot be used at Department Store Locations, airport locations [or third-party owned locations] or to place [orders over the phone]. Cards are not debit or credit cards. Cards have no cash value and may not be exchanged or redeemed for cash (except as required by law). Cards are not redeemable to purchase another Card or towards previously purchased goods or services.


6. Reloads. Cards (other than promotional/loyalty/incentive/rewards Cards) may be reloaded with value.


7. No Refunds. No refunds are permitted with respect to Cards.


8. Transfers. Gift cards are transferable. Store credits are non-transferable.


9. Lost, Damaged or Stolen Card; Cards Used Without Authorization. The value of any lost, damaged or stolen Cards, or any Cards used without authorization, will not be replaced or replenished without a purchase receipt. The value replaced will be equal to the remaining balance on the Card at the time of replacement.



10. Mandatory Binding Individual Arbitration. Please read this section carefully. It affects legal rights that you may otherwise have and requires individual final and binding arbitration of most disputes instead of resolution in court.

    Arbitration is the submission of a dispute to a neutral arbitrator, instead of a judge or jury, for a final and binding decision, known as an “award.” Arbitration provides for more limited discovery than in court, is subject to limited review by courts, and the result is confidential. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator can only award the same damages and relief that a court can award under the law and must honor the terms and conditions in this Agreement.

    In this Section, the term "related third parties" includes your and Issuer’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Issuer’s, and these entities' respective employees and agents.

    ARBITRATION AGREEMENT, CLASS ACTION WAIVER, PUNITIVE DAMAGES WAIVER

    You and Issuer agree that any and all claims or disputes, whether at law or equity, that have arisen or may arise regarding the Cards or relating to this Agreement, the previous version(s) of this Agreement or your use of the Cards, including disputes involving related third parties, regardless of the date of accrual of such dispute, including but not limited to the arbitrability of any dispute and the interpretation, enforceability, validity and/or the scope of this arbitration agreement, federal and state statutory claims, common law claims, and those based on contract, tort, fraud, misrepresentation or any other legal theory, shall be exclusively resolved in its entirety by individual (not classwide or collective) final and binding arbitration, except that you or Issuer may take claims to small claims court if they qualify for hearing by such a court.

    You and Issuer agree that any arbitration under this Agreement will take place on an individual basis and that class, mass, consolidated or combined actions or arbitrations or proceedings as a private attorney general are not permitted. You and Issuer agree that the arbitrator may award monetary, declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

    You and Issuer both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages.

    This agreement to arbitrate is intended to be broadly interpreted. This agreement to arbitrate extends to claims that you assert against other parties, including without limit claims against related third parties, including without limitation M.A.C. Cosmetics Inc. and Make-Up Art Cosmetics, Inc.

    The parties acknowledge that this Agreement evidences a transaction in interstate commerce. Notwithstanding the substantive law applicable to any arbitration, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act and the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

    This agreement to arbitrate shall survive termination of this Agreement. If it is decided that applicable law precludes enforcement of any of this arbitration agreement’s limitations as to a particular claim for relief, then that claim (and only that claim) shall be severed from the arbitration and may be brought in court. In addition, notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable.

    You and Issuer agree that if Issuer makes any amendment to this Arbitration Agreement in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and Issuer (and any related third parties) prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Arbitration Agreement that have arisen or may arise between you and Issuer (or related third parties).

    Nothing herein shall be construed as consent by Issuer to the jurisdiction of any court with regard to claims unrelated to the use of the Cards, previous versions of this Agreement, or this Agreement.

    ARBITRATION PROCEDURES

    The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To begin an arbitration proceeding, you must serve Issuer’s registered agent for service of process, Corporation Service Company at 11 South 12th Street P.O. Box 1463 Richmond, VA 23218.

    Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, except that for claims of less than $1,000, you will be obligated to pay $25 and Issuer will pay all other administrative costs and fees. In addition, for claims of less than $1,000, Issuer will reimburse you for the $25 fee if the arbitrator rules in your favor. Reasonable attorneys’ fees and expenses will be awarded only to the extent such allocation or award is available under applicable law.

    Any arbitration will take place in or near the county where claimant resides and will be determined by a single arbitrator; provided, however, that upon request by either party, the arbitration shall be conducted via telephone or videographically to the extent permitted by the JAMS Rules. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief).

    Judgment on the award may be entered in any court of competent jurisdiction.



11. Limitation of Liability. ISSUER AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CARDS INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CARD. 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.


12. Governing Law. The laws of the Commonwealth of Virginia, without regard to, and exclusive of, principles of conflict of laws and excluding application of the 1980 U.N. Convention on Contracts for the International Sale of Goods, shall govern this Agreement and use of your Card.


13. 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.


14. 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 MacCosmetics.com.


15. Fraud. Issuer and its affiliates reserve the right to refuse to honor a Card where Issuer suspects that the Card was obtained fraudulently.