Agreement between Classpop! and the Host for use of the Technology Platform in the United States

(Last revised on July 25, 2024)

This agreement (the “Agreement”) is for all users in the United States (“US”). To review the Terms for users in other parts of the world, please see below:

Canada: Host Agreement
European Economic Area (EEA), UK and Switzerland: Host Agreement
Rest of the World: Host Agreement

This Agreement is by and between Classpop, Inc. with its principal office located at 80 SW 8th Street, Suite 2000, Miami, FL 33130 (“Classpop!”), and you (“Host”). You represent to us that you are lawfully able to enter into contracts and that you have legal authority to bind the Host to this Agreement. This Agreement is effective between the Host and Classpop! as of the date you indicate acceptance of this Agreement by on the “Agree & Submit” button or completing the registration process on the Platform as a Vendor, whichever comes first (the “Effective Date”). If you do not accept and agree to the following terms and conditions, you may not use the Classpop! Platform as a Vendor.

IMPORTANT: PLEASE BE AWARE THAT SECTION 22 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES, CONTROVERSIES, OR CLAIMS (A “DISPUTE”) BETWEEN THE HOST AND CLASSPOP! WILL BE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT ARISE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT THAT SHOULD BE REVIEWED CAREFULLY, AS IT WILL REQUIRE, WITH LIMITED EXCEPTIONS, THE HOST TO RESOLVE DISPUTES WITH CLASSPOP! ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION UNLESS THE HOST CHOOSES TO OPT OUT OF THE ARBITRATION PROVISION.

UNLESS THE HOST OPTS OUT OF THE ARBITRATION AGREEMENT: (1) HOST WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST CLASSPOP! ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) HOST IS WAIVING ITS RIGHTS TO SEEK RELIEF IN A COURT OF LAW AND TRIAL BY JURY. IF THE HOST DOES NOT WISH TO BE SUBJECT TO ARBITRATION, THE HOST MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 22 BELOW.

BY VIRTUE OF HOST’S ELECTRONIC EXECUTION OF THIS AGREEMENT, HOST WILL BE ACKNOWLEDGING THAT HOST HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SECTION 22) AND HAS TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

1. OVERVIEW.

Classpop! has developed a technology platform (“Platform”) that connects professional chefs, florists, artists, computer experts, etc. (each, a “Vendor”) with users who wish to participate in cooking classes, flower workshops, art classes, computer programming classes (each, a “Guest”). Classpop! does not provide cooking classes, flower workshops, art classes, or computer programming classes, does not employ any such professionals, and does not hold itself out as a provider of such professional services, as such services are exclusively rendered by Vendors. The Host maintains an independent business as a Vendor and wishes to register as a Vendor on the Platform to create Events (as defined below) so that the Host can concentrate on practicing the Host’s profession instead of spending valuable time and money creating the Host’s own website, marketing tools, client-base, and payment processing system.

2. PLATFORM SERVICES.

Classpop! will provide the following services to Host (the “Platform Services”):

2.1 Site Listing. Classpop! will list the Host on the website at www.classpop.com (the “Website”), and the Host will be able to create an online profile that may feature the Host’s biography, photo, professional experience, skills, dates, and details for their upcoming events, and photos of previous and planned Events. Classpop! may provide additional marketing services to assist the Host with the Host’s profile.

2.2 Booking Service. Classpop! will provide an online booking system on the Platform, through which Guests can make appointments with Hosts for their social and educational events (“Events”) through the Website.

2.3 Recordkeeping Service. Classpop! shall maintain general appointment and billing records of services provided by the Host to Guests who book Events.

2.4 Administrative, Management, & Technology Services. Classpop! will provide miscellaneous administrative and management services to facilitate the Host’s business, including the technology and operations necessary to communicate with Hosts and Guests.

2.5 Billing Service. Classpop! will provide an online, secure billing and payment system through its third-party payment processor to facilitate payment for Host’s Events.

2.6 Customer Service. Classpop! will provide operators with the ability to file Guest complaints and refund requests. Classpop!’s refund policy is further discussed in Section 8 of this Agreement.

2.7 Venue Scheduling. Classpop! will provide an online scheduling system on the Platform, through which the Host can connect with Classpop!’s venue partners (each a “Venue”).

3. EXCLUSIONS FROM PLATFORM SERVICES.

The Platform Services only relate to the business services set forth above. The Platform Services do not include anything related to culinary services. Except as purchased from Classpop!, Host is solely responsible for all of Host’s own tools, equipment, training, automobiles, office space, licensing, and other materials or requirements needed, desired, or related to Host’s business. Host is also solely responsible for the payment of insurance premiums, licensing fees, certifications, professional dues, or other costs or expenses connected with Host’s business and acknowledges that Classpop! will not reimburse the Host for any such expenses. Classpop! is not, and shall not be, responsible for any liability arising out of the Host Services, including, but not limited to, injuries to the Platform Users from the Host Services. The Host is not permitted to represent to Platform Users or others that the Host is an employee, contractor, or agent of Classpop!

4. FEES FOR PLATFORM SERVICES.

Joining the Platform, creating a user profile, and creating Events is free. Classpop! may charge booking and payment processing fees in connection with Events that you host as described in your Member Account profile page.

5. PLATFORM CONTROL.

As an independent business and Host of Classpop!, the Host maintains complete control over the Host’s use of the Platform, including:

5.1 Host decides whether to create Events and determines the time and location of Events – Classpop! is not involved;

5.2 Host is permitted to select Host’s attire at Events – no uniforms or other specific clothes are required;

5.3 Host is permitted to maintain Host’s independent business and other clients without using the Platform;

5.4 Host is not restricted from using competitive services or technology platforms;

5.5 Host’s opportunity for profit or loss is dependent on his or her own managerial skill;

5.6 Host is responsible for losses directly or indirectly caused by Host or Host’s agents with respect to Guests and Venues;

5.7 Host solely controls the amount of Host’s investment in Host’s business, including expenses on training and tools; and

5.8 Host exclusively controls Host’s performance at Events, including, but not limited to, possessing the requisite skills, credentials, and training to provide the Events that Host creates on the Platform.

6. VENUES.

Hosts and Venues are responsible for coordinating the logistics of Events. As between Classpop! and the Host, the Host is solely responsible for the personal safety and security of Guests at the Events, inspecting and setting up the Event at the Venue to ensure it is clean, in suitable condition, and has adequate facilities to host the Event, and cleaning up the Venue after the Event.

7. DEFAULT SITE TERMS.

In addition to the Classpop! Terms of Use (“Terms of Use”), which the Host agreed to when engaging Classpop!, Classpop! maintains the policies stated in this Section 7 (the “Default Site Terms”) for clients as a default on the Platform. The Host is permitted to negotiate the Default Site Terms. Notwithstanding, unless other terms are set forth in writing and signed by Host and Classpop!, the Classpop! Default Site Terms to which the Host agrees are:

7.1 PAYMENT. By default, Classpop! will remit the total amount of the Contributions it has collected from each Guest for that Event and/or amounts received by Classpop! in connection with a prepared meal, less Classpop’s Host Service Fee (as described in your Member Account profile page) and Rental Fees (as described in the Terms of Use), if any.

7.2 REFUNDS. By default, Classpop! maintains a refund and cancellation policy to which the Host agrees unless otherwise set forth in writing and signed by the Host and Classpop! Click here to see the current cancellation policy. Classpop! may withhold commission payments in the event of a Guest complaint pending resolution between the Guest and Vendor.

8. HOST’S BUSINESS AND RESPONSIBILITIES.

Host represents and warrants that Host is self-employed, maintains, and operates a business that is separate and independent from Classpop! , holds himself or herself out to the public as independently competent and available to provide the applicable services, and has obtained and/or expects to obtain clients for whom Host performs culinary services through means other than Classpop! and prior to entering into this Agreement. Host agrees to supply Classpop! with a copy of current insurance any relevant professional certifications or diplomas, and a history of malpractice claims and disciplinary investigations. Host agrees to submit to a background screening conducted by Classpop! for the sole purpose of confirming Host’s credentials and/or references. Host represents that all information provided by Host is accurate and complies with relevant law and will immediately notify Classpop! of any change in contact or relevant professional information. The Host assumes complete responsibility for all services to and treatment of each Guest and for compliance with all laws, regulations, and professional ethical guidelines and standards pertaining to the Host’s services. Host represents that Host is free to enter into this Agreement and perform each of its terms, is not restricted (contractually or otherwise) from entering into and performing this Agreement, and is not subject to any suit, action, claim, arbitration, or legal, administrative or other proceeding, or government or professional investigation, pending or threatened or affecting Host’s ability to perform services hereunder. The Host will immediately inform Classpop! of any such action.

9. EXPENSES.

Except as otherwise specifically provided herein, Classpop! and Host shall each bear its own expenses relating to this Agreement and performance thereunder.

10. NO EMPLOYMENT RELATIONSHIP; NO LEGAL OR OTHER ADVICE.

Neither this Agreement nor Host’s performance under this Agreement shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Classpop! and Host, or between Classpop! and Host’s employees and agents. Classpop! and Host agree that Host and its employees and agents will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401k participation. If Host, its employees, or agents are reclassified by a state or federal agency or court as Classpop!’s employee, Host, its employees, or agents, as applicable, will become a reclassified employee and will receive no benefits from Classpop! except those mandated by state or federal law, even if by the terms of Classpop!’s benefit plans or programs of Classpop! in effect at the time of such reclassification, Host, its employees, or agents, as applicable, would otherwise be eligible for such benefits. Host acknowledges Host’s sole responsibility for complying with all federal, state, and local tax filing and payment obligations that pertain to any remuneration received from Platform Users or as processed by Classpop! in connection with this Agreement, including Host’s sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits. Host acknowledges that Classpop! is not rendering legal, tax, or investment advice, nor is Classpop! a fiduciary of Host. Accordingly, Host acknowledges that Host may seek advice from an appropriate professional to comply with any and all applicable federal, state, and local laws or ordinances.

11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

Classpop!’s Website acts solely as a Platform and allows people who are interested in various fields and industries to connect and meet. The Platform provided is on an “as is” and “as available” basis and hereby disclaims all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose, or merchantability. Classpop! makes no representation relating to and does not offer any opinion, recommendation, or advice regarding the legality of, tax implications, and liabilities of, or any licenses, permits, or other consents that may be necessary to host and otherwise provide any Event. Should the Host have any questions related to the legality of or consent necessary to host any Event, the Host should consult the Host’s own legal counsel. Classpop! reserves complete and sole discretion with respect to the operation of the Platform and may, among other things, withdraw, suspend, or discontinue any functionality or feature. Further, neither party shall be liable for lost profits, lost revenues, lost business, interruption of business, or any indirect, special, incidental, punitive, or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages.

IN NO EVENT WILL CLASSPOP! PARTIES BE LIABLE TO HOST FOR ANY FAILURE TO MEET ANY OBJECTIVES OF THIS AGREEMENT OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CLASSPOP! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLASSPOP!’S AND ITS REPRESENTATIVES' COLLECTIVE MAXIMUM LIABILITY HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) SHALL BE LIMITED TO THE AGGREGATE FEES PAID TO CLASSPOP! BY HOST DURING THE PRIOR CALENDAR YEAR. IN NO EVENT WILL CLASSPOP! PARTIES’ AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12. MARKS.

The domain name and other names for the Platform and Website, all page headers, graphics, and button icons are service marks, trademarks (whether registered or unregistered), logos, and/or trade dress of Classpop! (collectively, “Classpop! Marks”). The Host will not use any of the Classpop! Marks without prior written authorization, except that Host has a revocable and non-transferable license during the term of this Agreement for the sole purpose of identifying and promoting Classpop!’s services under the terms of this Agreement.

13. PUBLICITY; MEDIA RIGHTS.

Classpop! may reference and publicize the fact that the Host is a member of the Platform. By using the Website, Host hereby grants Classpop! and its designees a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual right and license to use Host’s name, image, and likeness solely in connection with the Website (including without limitation for the purposes of promoting the Website). The Host further acknowledges and agrees that Classpop! has the right to photograph, film, and record Events (which may include recordings of the Host and food prepared by, flowers arranged by, or other professional activities performed by the Host) and to broadcast, exhibit and otherwise exploit the photographs, film, and recordings of the Events. Without in any way limiting the foregoing, all rights of every kind in and to all photographs, film, and recordings made at the Events (including, without limitation, all copyrights) shall be and remain vested in Classpop!, including, without limitation, the right to use and reuse all such photographs, film and recordings in connection with subsequent related and unrelated productions of any kind, as well as in connection with advertisements, promotions, publicity, clips, and other materials, etc.

14. FEEDBACK.

The Host may, from time to time, deliver feedback regarding the Platform and/or Platform Services, including, without limitation, any ideas, suggestions, documents, and/or proposals for the Platform and/or Platform Services (the “Feedback”). Host hereby assigns to Classpop! all rights, title, and interest in the Feedback and agrees that Classpop! will have the right to use the Feedback and related information in any manner it deems appropriate.

15. CONFIDENTIALITY.

“Confidential Information” means any non-public information, technical data, or know-how disclosed by Classpop! to Host that is identified at the time of disclosure, in writing or orally, as confidential or that should reasonably be considered confidential. Confidential Information includes information regarding the Platform, processes, designs, services, customers, markets, or pricing. The Host will not disclose the Confidential Information to any third parties and will protect the Confidential Information with at least the level of care it takes to protect its own confidential information of similar value but in no event with less than reasonable care. The Host will use the Confidential Information solely for the purpose of fulfilling the Host’s obligations under this Agreement and will not use the Confidential Information for the Host’s own benefit or the benefit of any third party. The Host may share the Confidential Information with its employees, consultants, attorneys, accountants, and professional advisors, provided that the Host shall be liable for any acts or omissions of all such persons. In the event any law or government entity compels the disclosure of any Confidential Information, Host may disclose such Confidential Information only if Host gives Classpop! prompt notice of the Host’s intent to disclose the Confidential Information and reasonably to assist Classpop! to eliminate or minimize such disclosure.

16. RELEASE AND ASSUMPTION OF RISK.

The Host understands and agrees that by hosting Events, the Host will be interacting with members of the general public. Host understands that Classpop! does not, and has no duty or obligation to, conduct any pre-screening or background checks on any members of the Website. Host understands and agrees that the Website merely acts as a platform to permit Website members to connect with each other and organize and attend certain social events, and as such, Host agrees that Classpop! exercises no control and has no authority over Events or the actions, events, and occurrences that take place therein. Host hereby releases Classpop! and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from this Agreement, including but not limited to, any interactions with Venues or Guests arising in connection with or as a result of the Agreement. If Host is a California resident, Host hereby waives California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, losses, damages, rights, or actions for any unconscionable commercial practice by Classpop! or for Classpop!’s fraud, deception, false, promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Platform. THE HOST IS AWARE THAT THERE ARE INHERENT RISKS, HAZARDS, AND DANGERS ASSOCIATED WITH AN EVENT, AND THE HOST VOLUNTARILY ASSUMES ALL RISK OF LOSS, DAMAGE, OR INJURY TO PERSON OR PROPERTY, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, SERIOUS BODILY HARM, OR DEATH, WHICH MAY ARISE FROM OR IS RELATED TO HOST’S PARTICIPATION IN THE EVENT, WHETHER SUCH RISK IS KNOWN OR UNKNOWN TO HOST. HOST HAS CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS ITS CONTENTS. THE HOST UNDERSTANDS THAT THE HOST CANNOT ORGANIZE THE EVENT VIA THE WEBSITE AND USE THE PLATFORM SERVICES UNLESS THE HOST ENTERS INTO THIS AGREEMENT, WHICH THE HOST IS DOING VOLUNTARILY AND OF THE HOST’S OWN FREE WILL.

17. INDEMNIFICATION.

Host agrees to indemnify and hold Classpop!, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Classpop! Party” and collectively, the “Classpop! Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Host’s negligence, intentional wrongdoing, or a breach of this Agreement, or alleged negligence, intentional wrongdoing, or breach of this Agreement, of the Host or of persons under Host’s control, (b) any liability of Host or Classpop! for the payment or non-payment of federal, state, or local taxes, or other withholdings, involving Host, (c) your Events, including any violation of any applicable laws, rules, regulations and local ordinances, including without limitation, necessary permits, alcohol licenses, fire codes, and health and safety inspections, (d) Host’s violation of any rights of another party, including any Guests or Venues, or (e) Host’s use of, or inability to use, the Website or Platform. Classpop! shall be entitled to the rights of indemnification provided if, by reason of the Host’s providing services under this Agreement, Classpop! is, or is threatened to be made, a party to or participant in any proceeding, including any actual or threatened administrative or civil action or lawsuit, arbitration, or criminal indictment or case. Classpop! reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Host, in which event Host will fully cooperate with Classpop! in asserting any available defenses. This provision does not require the Host to indemnify any of the Classpop! Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Platform.

18. TERMINATION.

The initial term of this Agreement is for one (1) year from the effective date written above. The Agreement shall automatically renew for successive one (1) year terms if not terminated within thirty (30) days prior to the end of the existing term. Either party may terminate this Agreement by giving ten (10) business days prior written notice thereof. All licenses granted by Classpop! under this Agreement shall be revoked as of the termination of this Agreement; notwithstanding the foregoing, Sections 10-23 and any liabilities or payment obligations that have accrued prior to termination shall survive such termination. Classpop! may also terminate this Agreement immediately with written notice to Host if Host has breached any material term (a “Material Breach”) of the Agreement. A Material Breach of this Agreement shall include, but is not limited to, the Host’s failure to abide by the Terms of Use and violation by the Host of applicable state law and/or possession of deficient and/or misrepresented credentials or Classpop!’s reasonable belief that any of the aforementioned has occurred.

19. GOVERNING LAW AND VENUE.

19.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the choice or conflicts of law provisions of any jurisdiction.

19.2 Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or against Classpop! that are not subject to arbitration as provided in Section 22 shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami, Florida.

20. DISPUTE RESOLUTION; ARBITRATION.

Please read the following arbitration agreement in this section (“Arbitration Provision”) carefully. It requires Host to arbitrate disputes with Classpop! and limits the manner in which Host can seek relief from Classpop!

20.1 Agreement to Arbitrate. Except as otherwise stated in this Arbitration Provision, any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its breach, termination, enforcement, interpretation, or validity, or Host’s services shall be finally settled by arbitration. This Arbitration Provision shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

Except as otherwise provided, this Arbitration Provision also applies without limitation to all disputes between Host and Classpop!’s fiduciaries, administrators, affiliates, subsidiaries, parents, and all successors and assigns of any of them, including but not limited to any dispute, controversy or claim arising out of relating to this Agreement or Host’s relationship with Classpop!, including termination of the relationship.

Except as it is otherwise provided or required by law, this Arbitration Provision also applies without limitation and to the fullest extent permitted by law to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Classpop! and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims.

20.2 Arbitration Rules and Place of Arbitration. The arbitration shall be administered by JAMS (Judicial Arbitration & Mediation Services) pursuant to its Comprehensive Arbitration Rules and Procedures in effect on the date of the arbitration (available at http://jamsadr.com/rules-comprehensive-arbitration/), except as modified herein. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ Streamlined Arbitration Rules and Procedures in effect on the date of arbitration (available at http://www.jamsadr.com/rules-streamlined-arbitration/), except as modified herein. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. The location of the arbitration proceeding shall be no more than 45 miles from the place where Host last provided Host Services under this Agreement unless each party to the arbitration agrees in writing otherwise. Host and Classpop! acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding Section 13 with respect to the applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 – 16).

20.3 Selection of the Arbitrator. There shall be one arbitrator. The Arbitrator shall be selected by mutual agreement of Host and Classpop! Unless Host and Classpop! mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the Parties cannot agree on an Arbitrator within 30 days after the commencement of the arbitration, then the arbitrator shall be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS. The Host will have the option of making the first strike.

20.4 Authority of Arbitrator. Except as otherwise provided herein, all issues shall be decided by an arbitrator and not by a court or judge. The arbitrator shall have the exclusive authority to (a) determine the scope, applicability, enforceability, revocability, or validity of this Arbitration Provision or any portion of the Arbitration Provision and (b) resolve any dispute related to the interpretation, scope, applicability, enforceability, revocability or validity of this Arbitration Provision, including but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall not have the authority to consolidate this arbitration with any other arbitration proceeding, to join it with any other cases or parties, or to conduct a class-wide arbitration. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral rules, and the Agreement (including the Arbitration Provision). The arbitrator shall issue a written award and statement of decision stating the disposition of each claim and a concise written statement describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is binding on Host and Classpop!, and judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

This Arbitration Provision applies without limitation to disputes arising out of, relating to, or in connection with its interpretation or application, including the enforceability, revocability, or validity of the Arbitration Provision or any portion of the Arbitration Provision.

20.5 WAIVER OF CLASS OR CONSOLIDATED ACTIONS (“CLASS ACTION WAIVER”). IMPORTANT –EXCEPT AS PROVIDED IN SECTION 22.7, HOST AND Classpop! AGREE THAT ALL CLAIMS AND DISPUTES WITHIN THIS ARBITRATION PROVISION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT A CLASS BASIS, AND CLAIMS OF MORE THAN ONE HOST CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER HOST OR USER OF THE PLATFORM. Only individual relief is available. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis. Except as required by applicable law, this subsection also precludes Host from participating in or recovering relief under any current or future class, collective, or representative action brought against Classpop! by someone else.

In any case in which (1) a dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable for a given claim for relief, then the claim shall be severed from the arbitration, and the class, collective, and/or representative action shall be litigated in the State or Federal Courts located in the State of Florida. All other claims shall be arbitrated and the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

20.6 30-Day Right To Opt Out of Arbitration. Arbitration is not a mandatory condition of the Host’s contractual relationship with Classpop! The Host has the right to opt out of this Arbitration Provision by sending written notice of its decision to legal@classpop.com within 30 days after first becoming subject to this Arbitration Provision. Host notice must include the Host’s name and address, the email address on the Host’s Member Account profile page, and an unequivocal statement that the Host desires to opt out of this Arbitration Provision. If the Host opts of this Arbitration Provision, all other parts of the Agreement will continue to apply to the Host. Opting out of this Arbitration Provision has no effect on any other arbitration agreements that the Host may currently have or may enter in the future with Classpop! If the Host does not opt out of this Arbitration Provision within the 30-day period, Host and Classpop! shall be bound by the terms of this Arbitration Provision.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS THE HOST’S DECISION TO MAKE, AND THE HOST SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. HOST SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF THE HOST’S DECISION, JUST AS THE HOST WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION. Host understands that Host will not be subject to retaliation if Host exercises Host’s right to assert claims or opt out of coverage under this Arbitration Provision.

20.7 Limitations on How the Arbitration Provision Applies. The disputes and claims set forth below shall not be subject to arbitration, and the requirement to arbitrate set forth in Section 22 of this Agreement shall not apply to:

1. A representative action brought on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq.;
2. Representative actions for public injunctive relief may be arbitrated on a class basis;
3. Claims for workers’ compensation, state disability insurance, and unemployment insurance benefits (provided, however, that any claims commenced by Host against Classpop! challenging worker classification that may affect workers compensation, state disability insurance, and unemployment insurance benefits are subject to mandatory arbitration);
4. Sexual harassment claims, to the extent applicable, law prohibits mandatory arbitration of sexual harassment claims. In the event you intend to bring multiple claims, including a sexual harassment claim that is prohibited from being subject to arbitration under applicable law, the sexual harassment claim may be publicly filed with a court, while any other claims are subject to mandatory arbitration, except as limited by this subsection 22.7;
5. Regardless of any other terms of this Agreement, nothing prevents Host from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration; and
6. Disputes that may not be subject to a pre-dispute arbitration agreement pursuant to applicable federal law or Executive Order are excluded from the coverage of this Arbitration Provision.

20.8 Starting the Arbitration.

1. All claims in arbitration are subject to the same statutes of limitation that would apply in court. To start an arbitration, a Party shall file a written demand for arbitration with JAMS and deliver a copy of the demand for arbitration by hand or first-class mail to the other Party within the applicable statute of limitations period. Any demand for arbitration made to Classpop! shall be sent to Classpop! at 80 SW 8th Street, Suite 2000, Miami, FL 33130. The demand for arbitration shall include identification of the parties, a copy of this Arbitration Provision, a statement of the legal and factual basis of the claim(s), and a statement of the remedy sought.
2. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
3. In arbitration, the parties shall have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses. The arbitrator shall resolve any disputes in this regard.

20.9 Paying For the Arbitration. If the Host initiates arbitration under this Arbitration Provision and is otherwise required to pay a filing fee under the relevant JAMS rules, Classpop! agrees that, unless Host’s claim is for $5,000 or more, Host’s share of the filing and arbitration fees is limited to $50, and that, after Host submits proof of payment of the filing fee to Classpop!, Classpop! will promptly reimburse the Host for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of the Host’s claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the JAMS rules. If Classpop! initiates arbitration under this Arbitration Agreement, Classpop! will pay all JAMS filing and arbitration fees. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to Host if Host prevails, to the extent authorized by applicable law.

20.10 Full and Complete Agreement Related to Formal Resolution of Disputes; Enforcement of This Agreement. This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as stated in Section 22.5 above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

21. GENERAL PROVISIONS. This Agreement and Host’s rights and obligations hereunder may not be assigned, subcontracted, delegated, or otherwise transferred by Host without Classpop!’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Where Classpop! requires that the Host provides an e-mail address; Host is responsible for providing Classpop! with the Host’s most current e-mail address. In the event that the last e-mail address Host provided to Classpop! is not valid or, for any reason, is not capable of delivering to Host any notices required/ permitted by the Agreement, Classpop!’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. The Host may give notice to Classpop! at the address listed above. Such notice shall be deemed given when received by Classpop! by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail at the above address. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This Agreement and the Terms of Use are the final, complete, and exclusive agreements of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter. In the event of any conflict between this Agreement and the Terms of Use (including the Arbitration Provision in this Agreement), this Agreement will control. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Host and Classpop!